Business Law and Corporate Governance

This assignment provides a detailed analysis of business law and corporate governance, featuring a list of relevant texts and sources related to the topic. The sources include textbooks, such as 'Business Law and the Legal Environment' by J.F. Beatty, S.S. Samuelson, and P.S. Abril, as well as articles from reputable journals like the Journal of Economic Perspectives and the American Journal of Bioethics. Online resources, including an article about EU law in the United Kingdom, are also included. The assignment is likely intended for students in business or law programs looking to explore corporate governance and related legal concepts.

BUSINESS LAW

Table of Contents
NTRODUCTION.............................................................................................................................3
MAIN BODY...................................................................................................................................3
P1 Detail information about the sources of UK law...................................................................3
P2 What is role of UK government at the time of forming law and even explain how statutory
law and common laws are being applied in Justice Court..........................................................4
M1 Provide an evaluation of the effectiveness of the legal system in terms of recent reforms
and development.........................................................................................................................6
P3 Explain with the help of example that what are the main impact of company law,
employment law and contract law on business organisation......................................................6
M2 Identification of difference between legislation, regulation and standards. ........................7
P4 Careful exploration of how different types of business organisations are legally formed.. . .7
P5 How above mentioned organisation are managed and funded..............................................9
M3 Detail assessment on pros and cons of the different business organisation on the basis of
their formation.............................................................................................................................9
P6 Providing the best form of legal solution in the condition where conflict arises between the
parties using the relevant examples...........................................................................................10
M4 Comparison and evaluation of the different sources of legal advice and support..............12
CONCLUSION..............................................................................................................................13
REFERENCES..............................................................................................................................14

NTRODUCTION
The law which deals in the field of commence is called business law. It is one of the most
important law in everyone's life because it deals in that sector of law where requirement of law is
on regular basis. Business law is one of the vast term which covers different branch under it.
Even it deals with the creation of new venture and try to fix the issues which arises in front of the
organisation. The main motive of this file to give legal advice on behalf of Global Solicitor. The
advices will be given on the source of UK law and what is primary object of government at the
time of making law. Various examples will be included in different question which will help to
support the answers that how business law have the impact on business entity. Even their will be
detail information regarding the incorporation process of the company what are the essential
requirements of it with pros and cons. When it comes to end, legal advices will be based on case
studies as it is one of those matter which is very helpful to understand the topic in detail.
MAIN BODY
P1 Detail information about the sources of UK law.
It is never easy to constitute any kind of law as it required to cover each and every
department so that criminal activities can be reduced in future. And for that it is necessary that
power should be delegated to several bodies as it helps to form one of the best law where public
are also satisfied. In context of UK, there are different sources through which laws are
commenced because UK cover four different nation which are England, Wales, Northern Ireland
and Scotland (Allen and Kraakman, 2016). So, it is necessary that help different law making
bodies is taken to constitute new law and that bodies are:
 Legislation: It is the supreme body in United Kingdom which constitute law and even it
is mandatory to follow the guidelines of it because laws which are commenced under
legislation are made for the betterment of general public. It is necessary that laws which
are formed under legislation must be obeyed by everyone as it helps to maintain the
decorum.
 Statutes: In this, the new innovative ideas are required which must be related with the
constituting the law. Here, this is one of the source where laws are commenced for the
first time then if changes are required then it can be done by the respective nation or area
as per the requirement of law.

 Common law: The law under common law are commenced as per the requirement of
condition where it judged that which kind of law is required to be commenced so that
appropriate decisions can be taken. It has been also termed as case law because under this
mainly laws are commenced on any particular situation. Here, common law must not
over rule legislation as they are the supreme authority and no one has the capacity to
change the law which are commenced by them.
 European Union Law: It is backbone of UK when it comes for commencing law as
52741 laws has been introduced by them which covers near around more than 50 % of
the total laws in UK (EU law in United Kingdom, 2017). The authority has been given
since 1973. European Union law has the specific area under which they are required to
commence law and those area are finance, trade etc.
These are some of the sources of United kingdom under which laws are being
commenced in United Kingdom. And it is compulsory that this laws are being followed by
everyone and even government should also focus that if there is requirement of any changes then
they should do that also.
P2 What is role of UK government at the time of forming law and even explain how statutory
law and common laws are being applied in Justice Court.
It is not one of that easy process in UK to commence law as government is the supreme
body which need to commence law within UK. It is can also be proved from the statement
“Parliament is Sovereign”. Government need to understand the demand and situation of the local
people that what are their willingness from government and as per the requirement laws are
required to be commenced. The process starts when any any of the suggestion is received by the
Member of Parliament as they are the one who are elected by the process of voting. They are the
representative of public so they must take the suggestion from them and after that they must
address the points so that it can be further send to House of Parliament just to ensure that
whether the points are valid or not and if they are not valid what can be done to entertain the
drafted bill in front of House of Parliament. There is the lengthy process which need to be started
once bill is drafted (Backer, 2015).
 First Reading: The first stage is the initial stage where member need to complete the
formalities which is formal in nature. It is necessary that points which are mentioned my

be read by every member in the first reading so that it can be forwarded for the second
round which is called second reading.
 Second Reading: This is the second round where general debate is required on the bill
which has been proposed in the Parliament House. It is necessary that active participation
should be done by ever member of Parliament to have a detail knowledge that what is the
requirement of proposed bill in future.
 Committee Stage: This is the stage where examination process on bill need to conducted
in the systematic manner because the member in community stage need to check the
purpose of bill and even they need to find the actual reason for proposing the bill
(Beatty, Samuelson and Abril, 2018).
 Report Stage: It is that stage which is famous for doing amendments whenever there is
requirement. This can be done only when any of the points are not clear and doesn't have
the proper meaning. Member of Parliament are allowed to take their time just for the
purpose of changing some of the points.
 Third Reading: One of those stage where Members of Parliament gets the final chance
to have a look at the bill and even they are allowed to caste a vote where major aim is to
check how many member are in favour to send the bill for next level.
 House of Lords: The stage which has the ultimate power to select whether bill should be
converted into law or not. The Peer members are the one who need to discuss on each on
each and every point which has been previously discussed by House of Common. When
they agrees with the term and condition of the bill then it need to be forwarded for the
next process from which ultimate bill should be passed. The Stage is known as Royal
Ascent.
 Royal Ascent: The stage where monarchy need to finalise the bill as new Act which will
enforced from the same day.
How statutory law and common laws are being applied in Justice Court.
In the hearing of justice court it is important that how decisions are given and those
decisions are totally based upon rules and regulations which has been commenced by legislation.
Here, justice court do not have the power to declare the decision on their own so it is necessary
for them to take the help of statutory law at the time of declaring result (Besley, 2015). It is
necessary that laws must be mentioned in statutory laws else they need to take the help of

common law. Judges have the power to declare the decision on their own because common laws
are basically prepared by judges only. But, it is important that laws must be not be written in
statutory law because only that is the condition in which help of common law can be taken.
M1 Provide an evaluation of the effectiveness of the legal system in terms of recent reforms and
development.
It is very important that laws which are commenced on regular basis they should be
implement and must be followed by everyone. It has been found that laws and policies of UK are
effective in terms of outcome which are being seen on regular basis. The reason behind the
effectiveness of legal system is that it is reliable which helps any individual to plan their
strategies which is helpful for long term. Also, detail structure is mentioned in the law book
which helps everyone to understand the law by their own through which decision taking ability
improves (Buxbaum and Hopt, 2013).
P3 Explain with the help of example that what are the main impact of company law, employment
law and contract law on business organisation.
There are various kinds of laws where they have positive and negative impact on business
organisation. It is very important for company to understand to term and condition of law before
implementing them because in some of the cases there are heavy penalty which cannot be bear
by all the organisation. To understand the impact of various law, lets discuss it in detail by taking
the example of British American Tobacco.
Company law: The law under which commencement, registration and dissolution &
winding up of a organisation are controlled is known as company law. It is one of those law
which must be adopted by every organisation which are planning to enter in the market of
commerce and trade. It do have the positive and negative impact on business organisation. In
context of British American Tobacco, the are not allow to work beyond the capacity due to
which it is not easy for company to expand their business. While talking about positive side of
company law it can be understood it will try that organisation should work in systematic way
through which all of the works can be managed easily.
Contract law: The law which deals in the department of agreement is known as contract
law. It is the most important law because it tells that how any work should be done as easily
single detail need to be mentioned in contract paper (Davidson, Forsythe and Knowles, 2015) .
There are many positive and negative sign of contract law but when overall calculation it done

then it can be easily found that there are more number of benefits of contract law. In context of
British American Tobacco, contract law has a positive impact on them as it allows them top
manufacture the limited number of stock as per the requirement of client which will them to
reduce overall cost. Here, company is not allowed to breach the contract even they are not
willing to work with any of the specific customer because they had already entered into a valid
contract which can also be counted as the negative impact from companies point of view.
Employment law: The law where detail information regarding the relation of employer
and employee is mention is known as employment law (Frank and Bix, 2017). It is the most
important law for any of the organisation as it tells that how relation should be created between
employer and employee. There are various impact of employment law on business organisation
which can be either positive or negative. In terms of British American Tobacco, it is mandatory
that company provides healthy and safety environment to workers so that they can work easily
which has the positive impact for company and workers both.
M2 Identification of difference between legislation, regulation and standards.
Legislation: It is the formate from which laws are commenced for everyone. Here, body
of government required to form law as per the requirement and demand of the public.
Regulation: it is referred to the formate that how laws which have been commenced
should be followed and even it tells that what are the legal remedies that need to be fulfilled as
per the guidelines of law.
Standards: This is that form which shows that what is the special formate that need to be
followed by any particular industry during the manufacture process. It is very important that
standards should go below the level which have been set by the legislation. So, it can be said that
there is a difference between all of them but still there are interrelated with each other.
P4 Careful exploration of how different types of business organisations are legally formed.
There is a length process for any organisation which need to be followed by every
association at the time of formation. It is required every time that organisation are formed
through the legal process and if it is not found then various kinds of penalties are imposed on
illegal association (Hanrahan, Ramsay and Stapledon, 2013). The detail discussion on the legal
formation of organisation is mentioned below through which it can be understood that what are
things that must be kept in mind during the process of incorporation.

 Sole Proprietorship: It is the form of business organisation where requirement to run the
business is only of single person. As, it is required to be managed by single person so by
considering that thing in mind government have given lots of benefits to them under
which they don't have to incorporate their association legally because there is no
requirement of any legal documents.
 Partnership: The business organisation where more than one person are required to
work on the similar subject for the purpose of earning profit is called partnership
(Heminway, 2013). It is that form of business where persons do not have to face problem
which are required to be faced by other organisation. As, authority to incorporate
partnership is given just to provide flexibility so there is no requirement of length process
at the time of incorporation. The process that need to be followed by partnership firm
during legal formation are:
◦ firstly, partnership firm should draft the partnership deed to Companies House.
◦ After that they must register themselves under Partnership Act just for the purpose of
keeping records.
 Joint Venture: It is the business concept where two or more than two companies try to
share there resources with each other just for the purpose of gaining extra amount profit
in future. It is separate from the owner and formed for the special purpose. There is a
required that ventures should be required legal. Once it is registered, then only business
activities can be performed. To form any joint venture first it must prepare Memorandum
of article with the detail information of organisation which have came together for the
project. After that, it is necessary for joint venture to be registered under Companies Act,
2006.
 Corporation: The popular form of business organisation is known as corporation where
investors are required in maximum number. The reason behind the requirement of more
number of investor because it can be managed by small as there is more workload
compared to other form of business organisation (Johnson, 2013). It has one of the
lengthy incorporated process when comparison is done where it takes excessive time
period. Firstly, name of the company is required with its proper address. Then, there is a
requirement of preparing Memorandum of Association and Article of Association as they
are of one of those documents which helps to manage business activity.

P5 How above mentioned organisation are managed and funded.
Sole Proprietorship: As, there is no requirement of manpower as work need to be done
on small ground so it can be said that investor themselves need to manage their business activity.
Sole proprietorship is small form of business so there is no requirement of additional fund but if
they requires capital in future then they must bring on their personal asset to the business.
Partnership: It is understood that more number of people which means there are
additional number of option to manage the business but in partnership firm responsibility is
given only to authorised partner who need to manage the work load of the firm (Jones and
Lainez, 2013). When even partnership firm required fund to manage business activity they apply
for loan which can be easily avail from banks and financial institution.
Joint Venture: The most suitable form of business organisation where lots of options are
available so it can be said that there are lots of ways through which funds can be managed and
they are loan form financial institution, government agencies etc. It is important to manage the
work and for that it is necessary mutual consent should be there with the organisation which are
involved for venture so in this case authorised person need to manage day to day activity of the
company.
Corporation: It is necessary that business activities are should be managed
systematically and in corporation team is required for that. The member who are included in
managing the business activity are Directors, managers, shareholder, Company Secretary etc.
There are several ways through which funds can be managed for corporation and those sources
are issuing share, debenture and bonds, peer to peer lending, loan from banks etc.
M3 Detail assessment on pros and cons of the different business organisation on the basis of their
formation.
Types of Business
Organisation
Advantage of the
Organisation
Disadvantage of the
Organisation
Sole Proprietorship Daily basis activities can be
managed very smoothly
(Kapottos and Youngner,
2015).
Legal rights are not given
which included capacity to sue
and be sued.
Partnership Firm New ideas can be easily Even, Partnership Firm also do

developed for earning more
profit.
not get the right to sue and be
sued on the name of
partnership firm.
Joint Venture Task can be performed very
easily as more number of
resources will be available.
Probability is high to occur
conflict as more number of
organisation and more number
of ideas.
Corporation Legal rights are given which
will include capacity to sue
and be sued.
Unnecessary cost is incurred
before the formation of
organisation.
P6 Providing the best form of legal solution in the condition where conflict arises between the
parties using the relevant examples.
Case 1: James is working with Banana Technology Ltd. There is a contract between each
other of employment where company will pay £12000 annual but due to some of the
circumstances company was unable to pay the annual salary of James and even James was not
asking for it as company was unable to pay in that situation. But after certain period of time
company had recovered all the losses and running the business successful and even earning lots
of profit. So, looking at the financial position of the company James is asking for the amount of
salary which is due from since the weak financial position of Banana Technology Ltd
(Kraakman and Hansmann, 2017). Here, company is refusing that James should had ask for the
money in the same situation and now company is not bound to pay any sum of money to James.
Looking at the condition, James wants to file the case against Banana Technology Ltd for the
breach of contract.
Contract: The piece of paper where detail information about the particular work is
mentioned in which approval of government is taken is known as contract law. The parties which
are try to create legal relation must know that contract should have offer and acceptance because
without that there is no existence of contact and it might fall under the category of undue
influence. Here, it is important that every terms must be read very carefully because it is not
allowed to terminate the contract in between and if it happens then it will fall under the class of
breach of contract.

Breach of Contract: The condition or situation under which term and condition of the
contract are not accomplished. It is necessary that under breach of contract the defaulter party
must give the proper justification for termination of contract else heavy charges are imposed by
the different level of court. If it is proved that any of the involved party has breached the contract
then they must compensate innocent party (Lyons, 2013) . Here, innocent party has the option to
sue defaulter. In the above case, it is found that there is breach of contract from Banana
Technology Ltd but it is important to understand James that it is never gonna be easy for anyone
to operate the case from the procedure of court as there is the lengthy process. So, it is necessary
for them to adopt of the modern way through which their case be solved with the help of legal
advices.
Alternative Dispute Resolution (ADR)
Alternative Dispute Resolution is the technique through which civil nature of crime can
be entertained. It is one of the method through which disputes are also solved. The main focus if
ADR is to provide suitable advices by understanding the situation of the case. There are various
method under ADR, through which cases are understand for the purpose of solving them.
 Conciliation: The method of solving dispute where major requirement is only to give
advices. The final decision should be taken by the disputed parties that whether they are
willing to follow the advice or not and if they are not interest to adopt then also it doesn't
matter. Because the main thing which is consider under conciliation is giving advices
whenever there is a requirement.
 Mediation: It is the skill where appointed mediator is required to try that how disputed
party can come close to the agreement which they had done because here it is the only
way through which dispute can be resolved. It is necessary that mediator must have the
knowledge regarding low field as it is helpful in many of the cases. The one who is
appointed in mediation is called mediator (Shackelford, 2014).
 Arbitration: The technique of solve complicated cases is present only in Arbitration.
The one who is appointed in arbitration method is called arbitrator. The arbitration
method can be adopted only when disputed party agrees because one the decision is
declared by arbitrator cannot be challenged in future and even they are legal binding in
nature.

In the above case James and Banana Technology Ltd. Should try to adopt mediation
process for solving their dispute. In this, there is no requirement to adopt or sue through the
procedure of court. As nature of court and style of declaring the result cannot be in favour of any
of the party. Even there is only the requirement to meet out the term and condition of contract
paper and for that mediation can be one of the best option.
M4 Comparison and evaluation of the different sources of legal advice and support.
There are different types of legal advices which is being used in modern days just for the
purpose of solving dispute. In above question, the discussion was all about Alternative Dispute
Resolution to solve dispute and it is one of the suitable way because they takes very less period
of time when comparison is done with other form of solving dispute. In ADR, advices are given
as per the requirement of particular case (Vagts and et. al., 2015). But, sometimes is not
necessary that every time it will be helpful. Also, it has the drawback that it only deals with the
cases of civil wrong.

CONCLUSION
Hence, it can be concluded from the above given statement and facts that business law
had already set the level of standards which is beneficial for business organisation. The law of
UK consist four sources through which Acts are commenced. There is a fixed pattern which is
given by companies act to form any organisation but it is also important that if law are changed
then it new process should be adopted to incorporate the company. The process of ADR is
crucial at present scenario to solve the dispute because it is not possible to entertain every case
from different level of court.

REFERENCES
Books & Journals
Allen, W. T. and Kraakman, R., 2016. Commentaries and cases on the law of business
organization. Wolters Kluwer law & business.
Backer, L. C., 2015. Moving forward the UN guiding principles for business and human rights:
Between enterprise social norm, state domestic legal orders, and the treaty law that
might bind them all. Fordham Int'l LJ. 38. p.457.
Beatty, J. F., Samuelson, S. S. and Abril, P. S., 2018. Business law and the legal environment.
Cengage Learning.
Besley, T., 2015. Law, regulation, and the business climate: The nature and influence of the
World Bank Doing Business project. Journal of Economic Perspectives. 29(3). pp.99-
120.
Buxbaum, R. M. and Hopt, K. J., 2013. Legal harmonization and the business enterprise:
corporate and capital market law harmonization policy in Europe and the USA (Vol. 2).
Walter de Gruyter.
Davidson, D. V., Forsythe, L. M. and Knowles, B. E., 2015. Business law: Principles and cases
in the legal environment. Wolters Kluwer Law & Business.
Frank, J. and Bix, B. H., 2017. Law and the modern mind. Routledge.
Hanrahan, P. F., Ramsay, I. and Stapledon, G. P., 2013. Commercial applications of company
law.
Heminway, J. M., 2013. Teaching Business Associations Law in the Evolving New Market
Economy. J. Bus. & Tech. L.. 8. p.175.
Johnson, L., 2013. Unsettledness Delaware Corporate Law: Business Judgment Rule, Corporate
Purpose. Del. J. Corp. L.. 38. p.405.
Jones, S. R. and Lainez, J., 2013. Enriching the Law School Curriculum: The Rise of
Transactional Legal Clinics in US Law Schools. Wash. UJL & Pol'y. 43. p.85.
Kapottos, M. and Youngner, S., 2015. The Texas Advanced Directive Law: Unfinished business.
The American Journal of Bioethics. 15(8). pp.34-38.
Kraakman, R. and Hansmann, H., 2017. The end of history for corporate law. In Corporate
Governance (pp. 49-78). Gower.
Lyons, M., 2013. Pro-poor business law? On MKURABITA and the legal empowerment of
Tanzania's street vendors. Hague Journal on the Rule of Law. 5(1). pp.74-95.
Shackelford, S. J., 2014. Managing cyber attacks in international law, business, and relations:
In search of cyber peace. Cambridge University Press.
Vagts, D. F. and et. al., 2015. Transnational business problems. West Academic.
Online
EU law in United Kingdom. 2017. [Online] Available
Through:<https://www.thomsonreuters.com/en/press-releases/2017/march/eu-laws-
introduced-in-the-uk-highlights-scale-of-challenge-facing-lawmakers-following-
brexit.html>