British Management University - Corporate and Business Law Lecture 1 PDF

Corporate and Business Law Markhabo Nazarova  “Pain is temporary, knowledge of law is forever” Outlin Introduction to Module e Module leader Assessments Academic calendar Essentia...

Corporate and Business Law Markhabo Nazarova  “Pain is temporary, knowledge of law is forever” Outlin Introduction to Module e Module leader Assessments Academic calendar Essential reading list Lecture 1: Introduction to law and the legal systems Definition of law Legal systems Separation of Powers Public Law vs. Private Law Divisions of Law Domestic v International Law Commercial v Business Law Module Markhabo Nazarova –Module Leader of Corporate and Business Law, leader Business Ethics and Professional Standards modules/ Legal Expert/ PhD candidate Email: [email protected] Offi ce: A 304 Offi ce Hours: TBC or by appointment  Assessments: Coursework – 50% Examination – 50%  Academic Calendar Introduction to law and the legal systems The Law of Obligations I (Contract law) Contract law: Discharge of Contract Employment law Dismissal and Redundancy Company law: Legal personality and limited liability Company law: Types of business ownership and Incorporation Company law: Corporate finance Company Management I: administration and regulation Company Management II: appointment, rights and duties, company meetings and resolutions. Corporate crime Which laws are we going to focus Which laws are we going to focus on? on? English Law Uzbek law and International Law where it is appropriate English Law Why do we study English Law in Uzbekistan?  English Law Most ancient with its customary law roots Basis of most of the international commercial transactions English corporate law beyond the geographic boundaries of Britain Essential reading list Slides are only a point of reference but NOT the source of your READING Lecture 1: Introduction to Law and the legal systems  Definition of Law Law is a system of rules that are established by authorized institutions to govern behavior of the community. Law is a binding custom or practice of a community; a rule or mode of conduct or action that is prescribed or formally recognized as binding by a supreme controlling authority or is made obligatory by a sanction (as an code, decree, order, ordinance, statute, resolution, rule, judicial decision, or usage) made, recognized, or enforced by the controlling authority. Dictionary of the History of Ideas published by Scribner's in  Functions of law (1)keep the peace (2)maintain the status quo (3)preserve individual rights (4)protect minorities against majorities (5)promote social justice (6)provide for orderly social change  Definition of Legal system Legal System refers to a procedure or process for interpreting and enforcing the law. It elaborates the rights and responsibilities in a variety of ways. Legal regime of a country consist of: 1. a written or oral constitution; 2. primary legislation (statutes) enacted by the legislative body established by the constitution; 3. subsidiary legislation (bylaws) made by person or bodies authorized by the primary legislation to do so; 4. Principles, customs or practices of civil, common, or other code of law. There are five basic types of legal systems in the world: Civil law, Common law, Customary law, Religious law, and Hybrid or mixed systems. Legal systems of the world  Common Legal System Common law originated in England after the Norman Conquest of 1066. William the Conqueror unified the legal system by appointing royal judges to resolve disputes across the kingdom. These judges began to base their decisions on customs and previous rulings, creating a consistent body of law. Over time, this system of judge-made law developed into what is now known as "common law. Common law is uncodified legal system based on “precedent” meaning the judicial decisions. In this system, judges interpret and apply the law by referring to past rulings in similar cases. Over time, these decisions create a body of law that guides future judgments. Countries: formers of British colonies as Australia, New Zealand, the USA (except Louisiana), Canada (except Quebec), India, Pakistan, Singapore, Hong Kong.  Civil Legal System Civil law, in contrast, is codified. Derived from Roman law, it is followed in the countries of continental Europe, their former colonies, Isle of Man, Latin America, Scotland, state of Louisiana in the US federation, and in Canada's Quebec province. In civil law systems, laws are clearly written and organized into comprehensive codes that cover various legal topics, such as contracts, property, and family law. Judges in civil law systems apply these written laws to cases without relying on past decisions as much as in common law systems.  Religious Legal System Religious law is a legal system based on religious texts, beliefs, and practices. It is used in communities or countries where religious principles guide legal decisions and everyday life. The rules come from sacred texts, religious leaders, or traditions. Examples: Sharia law in Islam, based on the Quran and Hadith. Halakha in Judaism, derived from the Torah and rabbinic writings. Canon law in Christianity, particularly in the Catholic Church, based on church teachings and decrees. Countries: Iran, Saudi Arabia, Afghanistan, Yemen etc.  Separation of Powers Constitutional Government with Three Separate Branches of Government: 1. Executive (President and Ministries) 2. Legislative (Parliament) 3. Judicial (Courts)  Public Law v Private Law The main difference between public and private law is in the parties that each affects. Public law affects society as a whole. While, Private law affects the rights and obligations of individuals, families, businesses and exists to assist citizens in disputes that involve private matters. Its scope is more specific than public law.  Distinction between private and public law Aims Public Law: Public Law aims to protect the public interest. Private Law: Private Law seeks to protect only private interests. Sanctions Public Law: Penal sanctions are more severe; for example, sanctions exacted for criminal activity include fines, imprisonment or death. Private Law: Sanction usually include the payment of damages by the defendant to the plaintiff; sometimes injunctions or specific performance are granted. Affected Parties Public Law: The main parties involved here are the individuals and the state. Private Law: The main parties involved are the private entities or organizations acting in the private capacity. Responsibilities Public Law: This branch of law is responsible for regulating a harmonious relation between the citizens and the state. Private Law: This branch of law is responsible for regulating the activities between two or more private entities in a just and fair manner.  Public Law Administrative laws are laws that govern government agencies, for example the Ministry of Finance and the State Tax Committee of Uzbekistan. Constitutional laws are laws that protect citizens' rights as afforded in the Constitution. Criminal laws are laws that relate to crime. For example, Criminal Code of Uzbekistan or UK Bribery Act 2010.  Private Law Contract law governs the rights and obligations of those entering into contracts. Tort law - rights, obligations and remedies provided to someone who has been wronged by another individual. Property law governs forms of property ownership, transfer and tenant issues. Employment law governs the contractual relations between employer and employee. Family law governs family-related and domestic-related issues. However note: Divorce could be a private matter while protection of a child is subject of a public concern.  National v International Law National law, which is often referred to as domestic law, is the law that exists “within” a particular nation (State). National laws are also recognized as the expression of the State itself, since it emanates from the local authority, which could be the law making institution, such as Parliament. International law is defined as “law between nations (States),” which stem from agreements, embodied in a treaty, or customs that is recognized by all nations.  Commercial v Business Law Commercial law determines the rights and duties of parties engaged in trade and commerce, governs disputes arising out of ordinary transactions of buyers and sellers, and settles issues concerned with affreightment, banking, insurance etc. Business law focuses on the other aspects of business, including forming a company, mergers and acquisitions, shareholder rights, directors’ duties, agency (conflict of interests). Every business will almost certainly need a lawyer with experience in both of these fields. Many business owners and managers only hire an attorney when it is too late for the attorney to be much help.