Business Law 2: Control, Compliance & the Corporate Conscience

Course unit fact file
Unit code BMAN24782
Credits 10
Unit level Level 2
Teaching period(s) Semester 2
Offered by Alliance Manchester Business School

Overview

OUTLINE OF UNIT

With senior managers now becoming a target for enforcers in a vast range of international scenarios, the modern corporate world contains a perilous sliding scale of professional standards and personal liabilities expected of you from Day One in the workplace. From bad luck to inexperience, poor awareness to incompetence and outright dishonesty, you need to be able to assess risk and act fast – either to avoid it, address it, or find appropriate assistance. This unit aims to focus not just on who does what and how, but on whether in fact or in conscience they should be doing that all.

Using a practical, integrated approach to the laws involved, this unit will concentrate on ‘red flag’ awareness and current events, with case studies and risk evaluations throughout. Students are encouraged to draw on international comparisons where relevant and these may be particularly useful in their coursework.

PLEASE BE AWARE

The coursework portfolio requires the development of practical I.T. skills in addition to academic research and analysis, and students need to be aware that part of the assessment criteria involves the use of personal initiative and working without tutor supervision. In order to complete all the required elements to a high standard students will need to keep a contemporaneous (and video format ) record of their project experience on which they can draw for evidential purposes. A professional standard of I.T. practice is expected ( backing up your data ) and penalties are applied for missing compulsory deadlines and progress meetings with your tutor.

The coursework will be viewed and used by other students on this unit as part of the assessment process.

COURSEWORK PORTFOLIO CONSISTS OF ALL OF THE FOLLOWING :

group research and production of 15-minute training video on a technical legal area, to meet one of the 3 briefs supplied ( individual marks only - no group mark here - 60% of final grade ) ;

&

having then watched an allocated training video on one of the other briefs, and completed any tests or training exercises required therein, individuals are to produce a 5-minute video containing a professional review of that training experience ( individual mark – 20% of final grade ) ;

&

individuals are then to produce a final reflective element, consisting of a 5-minute video submission covering set questions and using date-stamped evidence clipped from their contemporaneous video record kept throughout the project experience ( individual mark – 20% of final grade ).

Pre/co-requisites

Only available for students on: Mgt/Mgt (Specialism), IM, BA Econ & IBFE. Core for BSc Management A&F & HR Specialisms.

CORE : BSc Management ( A&F, HR )

OPTION : BSc Management ( IBE, ISE, MKTG ) ; BSc International Management (IM); BSc International Business, Finance & Economics (IBFE level 3 )

TAKEN BY: BSc (Hons)IMABS ; BSc (Hons) Management

Aims

The unit aims to:

Raise awareness of corporate legal risk issues which involve external enforcers and national / international compliance ;

Highlight the interconnected nature of legal concepts in this field and develop the skills necessary for working in a dynamic technical area ;

Combat the long term issues caused by compliance choices, including equity, sustainability and CSR ;

Develop existing skills of interpretation, critical thinking and professional evaluation, and to strengthen student confidence in the use of innovative communication formats.

Syllabus

THE CORPORATE CREATURE

From theoretical concept to the practicalities of creating a company ; have you created a monster ?

THE HUMAN ELEMENT : CONTROLLING BEHAVIOUR

An examination of the current rights & responsibilities of each of the following roles in the corporate world, with a particular focus on the corporate risks involved :

Owners ( shareholders ) & those owed ( creditors )

Officers ( Secretary ; directors ) & others ( senior management ; other employees )

Oversight ( Insolvency Practitioners ; CMA ; HSE ; wide range of Crime Enforcers )

CORPORATE COMPLIANCE : A MATTER OF CONSCIENCE

Making a difference - a final evaluation of corporate attitudes towards this compliance, from avoidance to coercion or compromise, to the choices made by the super-compliers of ‘better business’.

Teaching and learning methods

NOTIONAL = 100 HOURS

CONTACT = 20 HOURS

INDEPENDENT STUDY = 80 HOURS

LECTURES 2 hours per week for 7 weeks = 14 hours

Traditional format for fast information frameworks, essential content transfer and immediacy of updates. Extra recorded materials will be made available on CANVAS for students to access at their own speed and inclination.

Synchronous unless climate events intervene.

SEMINARS 1 hour per week for 6 weeks = 6 hours

In-person.

These all include the practical use of international, technical & open source databases, and the practical application of lecture materials through established case study methods, red flag scenarios and current events. A worksheet of open & closed, research & analytical style questions is provided for students in advance of every seminar so that they can work at their own pace and inclination ; this includes early practical exercises in video presentation. Various unseen interactive decision-making ( ‘conscience’ ) exercises are also used to test compliance attitudes and act as a springboard for discussion.

Post-seminar recorded debriefs of the tasks are made available on CANVAS for students to use for reference purposes.

IT support is signposted throughout, and the AMBS podcast studio is available for student booking.

Specific support is given on CANVAS for ‘How to Deal With the Law’ & the marking criteria involved.

COMPULSORY PROGRESS MEETING a 10 minute meeting in week #6 ( with overflows into weeks 4 & 5 if cohort large ); date / time arranged at student convenience.

In-person.

This is to check engagement issues, group coherence problems and any minor technical issues. Students should already have contingency plans for all these issues, as part of their project brief, and attention should be drawn to the fact that the solution is their own responsibility, but this is an opportunity for spotting potential Mitigating Circumstances and directing students towards relevant support. The brief does make clear that marks are individual ( even for the group element ) and that individual non-performance can therefore be penalised where appropriate.

DROP-INS ( non-compulsory ) in weeks 8 & 9 for troubleshooting the remaining elements of coursework and dealing with queries about the Review and the Reflection submissions. In-person, but email & Teams are of course in use in addition to this.
 

Knowledge and understanding

Display subject knowledge through the correct identification of legal issues and authorities, precise explanations and clear application of the relevant laws.

Evidence technical understanding through the use of an appropriate range of interpretations and layered analyses, recognition of the effect of information gaps, and evaluation of impact and consequences.

Intellectual skills

Demonstrate self-awareness in a professional context, through critical reflection of personal learning progression, including levels of potential and of achievement, and personal appraisal of ongoing strengths and gaps in relevant skills.

Lead teams and work effectively with colleagues as evidenced through the methods employed and the levels of success when dealing with practical project issues, including : negotiation, decision making and leadership in the areas of work allocation, motivation and engagement, time management and group interaction.

Practical skills

Apply and embed professional scepticism regarding research and continuing professional development through confident, independent use of relevant technical databases and other tools for verified information retrieval.

Utilise advanced digital capabilities employed for a set ‘client brief’, evidenced in their applied practical use for engaging and innovative communication of technical information, and in overcoming technical issues through personal initiative.

Transferable skills and personal qualities

Devise and conduct a professional level quality assurance method, as evidenced through the design of clear and objective assessment criteria for use in an evaluation, and in the clear and objective application of those for constructive and evidenced feedback.

Demonstrate personal qualities required at senior management level, including : a professional approach to the work, a mature international commercial awareness, and evidence of judgement being exercised in a fair and equitable manner.

Assessment methods

Group Project 60%

Individual project 20%

Individual project 20%

Feedback methods

Detailed written feedback for each group, attached to the project submission

Recommended reading

COMPANY LAW

www.gov.uk

( now the portal for Companies House, HM Revenue & Customs, Competition & Markets Authority, Financial Conduct Authority etc – transitional stage - some original hyperlinks are still being used in tandem )

www.ec.europa.eu/competition

www.internationalcompetitionnetwork.org

www.london-gazette.co.uk

www.competitionpolicyinternational.com

Hannigan, Company Law ( OUP )

Sealy & Worthington, Cases & Materials in Company Law ( OUP )

Roach, Company Law ( OUP )

McGaughey, Principles of Enterprise Law (CUP)

GOVERNANCE

www.unescap.org

www.frc.org.uk

www.ibe.org.uk

www.oecd.org

www.ceres.org

www.pwc.co.uk

www.cauxroundtable.org

www.bsr.org

www.ecgi.global

Clarke, International Corporate Governance ( Routledge )

BRIBERY , MONEY LAUNDERING etc as above plus

www.gov.uk ( for FCA,SFO, NCA, whistleblowing etc )

www.lawsociety.org.uk/advice

www.acas.org.uk

www.fatf-gafi.org

www.unodc.org

www.worldbank.org

www.state.gov/j/inl/rls/nrcrpt

www.transparency.org.uk

https://nationalcrimeagency.gov.uk/

www.sec.gov/whistleblower

I.P.R., ADR

www.gov.uk ( for Intellectual Property Office as well )

www.asa.org.uk

www.marketinglaw.co.uk

www.wipo.int

INTERNATIONAL CONTRACTS

www.uncitral.org

www.unidroit.org

www.wto.org

Zimmerman & Whittaker (eds), Good Faith in European Contract Law ( CUP )

COMPARATIVE LAW

Andenas & Wooldridge, European Comparative Company Law ( CUP )

Bussani & Mattei, The Cambridge Companion to Comparative Law (CUP )

Cahn & Donald, Comparative Company Law ( CUP )

Casebooks for the common law of Europe - ius commune series ( Hart)

Cheeseman, Contemporary Business Law (Pearson)

Kraakman et al, The Anatomy of Corporate Law ( OUP )

Munkert, Stubner & Wulf, Founding a Company : Handbook of Legal Forms in Europe (Springer-Verlag)

Siems & Cabrelli (eds), Comparative Company Law ( Hart )

Siems, Comparative Law ( Law in Context Series : CUP )

Zweigert & Kotz, An Introduction to Comparative Law ( OUP )

GENERAL BUSINESS LAW

Carr, International Trade Law ( Routledge )

Di Matteo, International Business Law & the Legal Environment ( Routledge )

Jones, Introduction to Business Law ( OUP )

Keenan & Riches, Business Law ( Pearson )

Marson & Ferris, Business Law ( OUP )

Study hours

Scheduled activity hours
Lectures 14
Seminars 6
Independent study hours
Independent study 80

Teaching staff

Staff member Role
Fiona King Unit coordinator