Aim: Accountants as business finance professionals are expected to have a sound foundation in law that is relevant to businesses and their operations. Professional accountants need a strong background in company law and laws relevant to public sector entities. All business professionals also need knowledge of how laws affect them personally and in their employment and business activities.

Main competencies: On successful completion of this paper, candidates should be able to:

• Understand the nature, components and sources of Nigerian law as well as the court system in hierarchical order;

• Understand the law on the nature, formation and management of partnership and companies;

• Compare and Contrast law and ethics;

Explain law of contracts (including e-contract), agency types, duties and rights, negligence and vicarious liability in professional practice, as well as types of goods, duties and rights of seller and buyers of goods, formation of hire purchase contracts and the duties of parties thereto;

REGULATIONS AND EXAMINATIONS SYLLABUS FOR ICAN

• Understand the key principles of insurance contract, negotiable instruments and the legal position of the parties to them;

• Explain the basic law on banking, including the functions and duties of the Central Bank of Nigeria, other banks and financial institutions under the Central Bank Act and Banks and Other Financial Institutions Act; and

• Understand alternative dispute resolution (ADR).

Detailed Syllabus

A. The Nigerian legal and court systems - 5%

(i) Identify and explain sources of Nigerian law.

(ii) Outline the distinction between civil law and criminal law.

(iii) Differentiate between case law and statutes.

(iv) Explain the hierarchy of courts in Nigeria.

B. Partnership, company and insolvency laws - 35%

1. Partnership law

(a) Explain the nature as well as types of, and the differences between a partnership and a company.

(b) Describe the process by which a partnership may be formed including the preparation of relevant documents.

(c) Identify the procedure for management of a partnership including the rights and duties of partners, their relationship inter se and with third parties.

(d) Describe when and how a partnership may be dissolved.

2. Company Law

(a) Outline the composition and functions of the Corporate Affairs Commission.

(b) Describe the procedure for incorporation of a company, pre-incorporation contracts, promoters and their duties.

(c) Explain the consequences of incorporation and lifting the veil of incorporation.

(d) Describe the contents of a Memorandum and Articles of Association and how each can be amended.

(e) State the procedures for issue of shares and debentures (corporate bonds).

(f) Identify and explain ways in which the capital of a company is maintained and protected including laws relating to distribution of profits.

(g) State how directors may be appointed, re-appointed, removed or in any other way cease to hold office.

(h) Outline the duties of directors including fiduciary and other duties.

(i) Explain the powers of directors.

(j) State the consequences of a breach of duty by a director.

(k) State the requirements for share transfer and disclosure of ownership.

(l) Explain how shareholders can influence the composition of the board, strategy or decisions of a company.

(m) Describe how meetings of shareholders can be requisitioned and how voting operates.

(n) Identify the rights of shareholders to challenge the management of a company.

(o) Explain issues bordering on appointment, powers, functions and removal/resignation of a company secretary.

(p) Distinguish between types of meeting (statutory annual general meeting, extraordinary general meeting), notices required and resolutions.

(q) Differentiate between ordinary and special resolutions.

(r) Describe statutory books and practical issues that relate to record keeping and filing.

(s) Explain the duties, powers and responsibilities of a company auditor, outlining the basic steps of appointment, removal and resignation.

(t) Explain how a company may be wound up.

3. Law of Insolvency

(a) Describe the differences among the types of insolvency, liquidation and receivership taking into consideration the rights of creditors and shareholders.

(b) Outline the consequences of insolvency.

(c) Explain the nature of and differences between fixed and floating charges.

C. Criminal Law - 10%

Criminal law regulating businesses and professional accountancy practice

1. Distinguish among laws, ethics and ethical codes.

2. State the basic laws relating to theft, fraud and deception.

3. State the basic laws relating to bribery.

4. State the basic laws relating to money laundering.

5. Explain the basic laws relating to negotiable instruments.

6. Identify situations relating to data protection and computer misuse.

7. Outline electronic evidence.

8. Explain the role of an accountant as an expert witness in fraud cases including computer fraud.

D. Law of commercial transactions - 35%

1. Law of contract

(a) Explain the nature, framework and types of contract.

(b) Describe how a contract may be made emphasizing the elements of a valid contract and how it can be enforced.

(c) Explain vitiating elements and how a contract may be terminated as well as the remedies for breach of contract.

(d) Describe the nature of e-contracts and outline how they can be enforced.

2. Agency

(a) Explain the nature of an agency relationship.

(b) Identify situations where agency exists.

(c) Explain the duties, rights and legal capacity of an agent.

3. Law of Torts

(a) Describe negligent actions or omissions and outline their consequences.

(b) Explain vicarious liability and passing off.

4. Sale of goods

(a) Define goods.

(b) Explain passing of property.

(c) State the duties, rights and remedies of a seller and a buyer.

(d) Explain the duties and rights of a seller and buyer as well as elements of passing off in sale of property.

5. Hire purchase

(a) Distinguish hire purchase from similar contracts.

(b) State the mandatory contents of a Memorandum of hire purchase.

(c) Explain the rights, duties and remedies of parties to a hire purchase contract.

6. Insurance

Explain the nature of insurance contract, insurable interest, subrogation and contribution as well as assignment of policy.

7. Banking and negotiable instruments

(a) Explain the duties of banks and other financial institutions.

(b) Describe the powers and duties of the Central Bank of Nigeria (Reference to the Central Bank Act as well as Banks and Other Financial Institutions Act.

(c) Explain types of Negotiable Instruments and the duties and liabilities of parties to a bill.

(d) Define bill of lading and explain its nature and operation.

(e) Describe letter of credit and letter of comfort.

E. Employment law - 5%

(i) Identify situations that give rise to employment contracts.

(ii) State the law relating to employment, including employment contracts, duties and rights, dismissal, unfair dismissal and other claims of the employee.

F. Law of Trusts and Administration of Estate - 5%

(i) Explain creation of trusts, the duties, powers, rights and accounts of trustees as well as the rights of beneficiaries.

(ii) Explain the investments authorized by the Trustee Investment Act.

(iii) Differentiate between executors and administrators and explain their duties.

G. Alternative Dispute Resolution mechanisms - 5%

(i) Define alternative dispute resolution (ADR).

(ii) Explain the nature, operation, advantages and disadvantages of alternative dispute resolution mechanisms as against court-adjudicated disputes.

(iii) Explain arbitration and arbitral awards.