Essential Business Law and Practice for SQE1 explains the key principles of business law and practice as required for the Solicitors Qualifying Examination (SQE) Part 1, in a clear, easy-to-follow style.
The key principles of law in each topic are introduced together with concise examples of how each principle can be applied, and the book includes a range of supporting features
● Commercial awareness talking points reinforce the book’s strong focus on commercial awareness throughout.
● Multiple-choice questions: Each section of the book provides multiple-choice questions following the SQE1 question format (with answers to enable you to test your knowledge). Further multiple-choice questions and answers are also provided on the companion website.
● Problem questions: To test understanding and analytical skills applied to practical scenarios. A companion website also provides suggested answers.
● Revision points: Each chapter concludes with a concise list of key revision points.
Part of Routledge’s Essential Law for SQE1 series, this concise and accessible text provides a clear understanding of the business law and practice element of SQE1 and enables you to test your assessment skills. Without the assumption of any prior knowledge of Business Law and Practice, it is suitable for non-law graduates.
Author(s): Bill Davies, Rachel Cooper
Series: Essential Law for SQE1
Publisher: Routledge
Year: 2023
Language: English
Pages: 178
City: London
Cover
Half Title
Series Page
Title Page
Copyright Page
Table of Contents
Introductionnn
Part 1: Choosing a business form
Chapter 1 Business organisations
1.1 Chapter overview
1.2 Sole traders
1.3 Ordinary partnerships
1.4 Limited liability partnerships
1.5 Private limited companies
1.6 Public limited companies
1.7 Commercial awareness talking point
Chapter 1 revision points
Part 2: Private limited companies
Chapter 2 Formation of the company
2.1 Chapter overview
2.2 Incorporation
2.3 Limited liability and separate legal personality
2.4 When separate legal personality does not apply
2.5 Unexpected consequences of separate legal personality
2.6 Pre-incorporation contracts
2.7 Requirements for registration
2.8 Initial financing considerations
2.9 Commercial awareness talking points
Chapter 2 revision points
Chapter 3 The constitution of the company
3.1 Chapter overview
3.2 The articles of association
3.3 Model articles
3.4 Model articles with amendments
3.5 The articles as a contract
3.6 Amending the articles
3.7 Shareholders’ agreements
3.8 Commercial awareness talking points
Chapter 3 revision points
Chapter 4 Roles in the company
4.1 Chapter overview
4.2 Shareholders/members
4.3 Different types of shareholder
4.4 Directors
4.5 De facto and shadow directors
4.6 Company secretaries
4.7 Auditors
4.8 Other stakeholders in the company
4.9 Commercial awareness talking points
Chapter 4 revision points
Chapter 5 Financing the company
5.1 Chapter overview
5.2 Equity and debt finance
5.3 The nature of shares
5.4 Ordinary shares
5.5 Preference shares
5.6 Share dividends
5.7 Allotting and issuing shares
5.8 Allotting shares in private companies with only one class of share
5.9 Allotting shares in private companies with more than one class of share
5.10 Pre-emption rights
5.11 Transferring shares
5.12 Share buybacks
5.13 Types of debt capital
5.14 Fixed and floating charges
5.15 Personal guarantees
5.16 Commercial awareness talking points
Chapter 5 revision points
Chapter 6 Shareholders’ decision-making
6.1 Chapter overview
6.2 Ordinary resolutions
6.3 Special resolutions
6.4 General meetings
6.5 Written resolutions
6.6 Minutes
6.7 Commercial awareness talking point
Chapter 6 revision points
Chapter 7 Directors’ decision-making
7.1 Chapter overview
7.2 Board resolutions
7.3 Board meetings
7.4 Commercial awareness talking point
Chapter 7 revision points
Chapter 8 Directors’ duties
8.1 Chapter overview
8.2 To whom are the duties owed?
8.3 Duty to act within powers
8.4 Duty to promote the success of the company
8.5 Duty to exercise independent judgement
8.6 Duty to exercise reasonable care, skill, and diligence
8.7 Duty to avoid conflicts
8.8 Duty not to accept benefits from third parties
8.9 Duty to disclose interests in proposed transactions or arrangements
8.10 Duty to disclose interest in existing transaction or arrangement
8.11 Ratification of breach of duty
8.12 Court relief for breach of duty
8.13 Commercial awareness talking points
Chapter 8 revision points
Chapter 9 Transactions with directors requiring shareholder approval
9.1 Chapter overview
9.2 Substantial property transactions
9.3 Long-term service contracts
9.4 Loans to directors
9.5 Payments for loss of office
9.6 Commercial awareness talking point
Chapter 9 revision points
Chapter 10 Minority shareholder protection
10.1 Chapter overview
10.2 Unfair prejudice
10.3 Unfair prejudice and quasi partnerships
10.4 Examples of unfair prejudicial behaviour
10.5 Effect of a reasonable offer to buy out shareholder
10.6 Remedies for unfair prejudice
10.7 Derivative action
10.8 Permission to continue claim
10.9 Mandatory factors
10.10 Discretionary factors
10.11 Just and equitable winding up
10.12 Contractual self-help remedies
10.13 Commercial awareness talking point
Chapter 10 revision points
Part 3: Partnerships
Chapter 11 Ordinary partnerships
11.1 Chapter overview
11.2 Formation of a partnership
11.3 Partnership agreements and common terms
11.4 Liability of partners in an ordinary partnership
11.5 When does a partner cease to be liable for debts of the partnership?
11.6 Liability through holding out
11.7 Liability in tort
11.8 Power to bind the firm
11.9 Fiduciary duties owed by partners to each other
11.10 Duty of care and skill owed by partners to each other
11.11 Commercial awareness talking points
Chapter 11 revision points
Chapter 12 Limited liability partnerships
12.1 Chapter overview
12.2 Formation of an LLP
12.3 Content of LL IN01
12.4 Role of designated members
12.5 Comparison with ordinary partnerships
12.6 Similar default provisions
12.7 Commercial awareness talking point
Chapter 12 revision points
Part 4: Business accounts and tax
Chapter 13 Calculating business profits (Rachel Cooper)
13.1 Chapter overview
13.2 Why is calculating profits important?
13.3 Types of profit
13.4 Income profits
13.5 Capital profits
13.6 Calculating income profits
13.7 Calculating capital profits
13.8 Capital allowances
13.9 Capital allowances: A worked example
13.10 Accounting periods
13.11 Relief for tax losses
13.12 Accounting information and systems
13.13 Commercial awareness talking point
Chapter 13 revision points
Chapter 14 Income tax
14.1 Chapter overview
14.2 What is income tax charged on?
14.3 Who pays income tax?
14.4 The tax year
14.5 Rates of income tax
14.6 Calculating income tax
14.7 Tax calculation exercise
14.8 Collection and payment
14.9 Anti-avoidance measures
14.10 The GAAR
14.11 The Ramsay principle of statutory interpretation
14.12 Commercial awareness point
Chapter 14 revision points
Chapter 15 Capital gains tax
15.1 Chapter overview
15.2 Chargeable persons
15.3 Chargeable assets
15.4 Disposal of assets
15.5 Gifts to spouses or civil partners
15.6 How to calculate CGT
15.7 Calculate gain on disposal
15.8 Subtracting allowable expenditure
15.9 Indexation
15.10 Apply reliefs
15.11 Deduct annual exemption
15.12 Apply the relevant rate of tax
15.13 Business property relief for inheritance tax
Chapter 15 revision points
Chapter 16 Corporation tax and value-added tax
16.1 Chapter overview
16.2 Who pays corporation tax?
16.3 How to calculate corporation tax
16.4 Corporation tax rates
16.5 Value-added tax
16.6 Who is liable to pay VAT?
16.7 Rates of VAT
16.8 Requirement to be registered for VAT
16.9 Responsibilities if VAT registered
16.10 Commercial awareness talking point
Chapter 16 revision points
Part 5: Insolvency
Chapter 17 Corporate insolvency
17.1 Chapter overview
17.2 The impact of insolvency
17.3 The tests for insolvency
17.4 Insolvency options and procedures
17.5 Liquidation
17.6 Administration
17.7 Company voluntary arrangement
17.8 Fixed-asset receivership
17.9 Moratorium (standalone procedure)
17.10 Commercial awareness talking point
Chapter 17 revision points
Chapter 18 Personal insolvency
18.1 Chapter overview
18.2 Personal insolvency
18.3 Bankruptcy
18.4 Applying for bankruptcy – debtors
18.5 Petitioning for bankruptcy – creditors
18.6 The role of the official receiver/trustee in bankruptcy
18.7 Property available for distribution
18.8 Challenging past transactions
18.9 Distribution of assets
18.10 Discharge from bankruptcy
18.11 Bankruptcy alternatives
18.12 Commercial awareness talking point
Chapter 18 revision points
Part 6: Practice questions
Chapter 19 Multiple-choice questions
19.1 Chapter overview
19.2 Business organisations
19.3 Formation of the company
19.4 Constitution of the company
19.5 Roles in the company
19.6 Financing the company
19.7 Shareholders’ decision-making
19.8 Directors’ decision-making
19.9 Directors’ duties
19.10 Transactions with directors requiring shareholder approval
19.11 Minority shareholder protection
19.12 Partnerships
19.13 Business accounts and tax
19.14 Insolvency
Chapter 20 Multiple-choice answers
20.1 Chapter overview
20.2 Business organisations
20.3 Formation of the company
20.4 Constitution of the company
20.5 Roles in the company
20.6 Financing the company
20.7 Shareholders’ decision-making
20.8 Directors’ decision-making
20.9 Directors’ duties
20.10 Transactions with directors requiring shareholder approval
20.11 Minority shareholder protection
20.12 Partnerships
20.13 Business accounts and tax
20.14 Insolvency
Chapter 21 Problem scenarios
21.1 Chapter overview
21.2 Drafting exercise – incorporation of a company
21.3 Writing and drafting exercise – drafting the articles
21.4 Case and matter analysis/legal writing exercise – financing a new company
21.5 Case and matter analysis/legal writing – share buyback
21.6 Case and matter analysis – directors’ duties
21.7 Case and matter analysis – directors’ duties
21.8 Case and matter analysis/ legal writing – partnership agreements
Index
