INTERNATIONAL ISLAMIC UNIVERSITY MALAYSIA

COURSE OUTLINE
Kulliyyah / Institute Department / Centre Programme Name of Course / Mode Course Code Name (s) of Academic staff / Instructor(s) Kulliyyah of Economics & Management Sciences Department of Business Administration Bachelor in Business Administration COMPANY LAW Law 3212 Dr. Md. Abdul Jalil, Room No. 438, Level 4, ENM Building, Email: abduljalil@iium.edu.my, abd_jalil2@yahoo.com,

The students for Bachelor of Business Administration Programme will become executives in different companies. So, it is pertinent Rationale for the for them to know about legal requirement of forming and running inclusion of the course / of a company in conformity with the Companies Act 1965 module in the programme (Malaysia). Thats why this course has been included in the Programme. Semester and Year Semester 2, Session 2012/2013 Offered Status Level Proposed Start Date Batch of Student to be Affected Semester 2, Session 2010/2011 and onwards. Face to Face
Consultancy

Core Course Year 3

Practical

Lecture

Total Student Learning Time (SLT)

34.5

16

27

42.5

Others

Total Guided and Independent Learning

120

Credit Value (hours) Pre-requisites (if any) Co-requisites (if any)

3 Credit Hours LAW 3512: Commercial Law Nil The objectives of this course are to: 1.To make students understand different aspects of company law both under common law system and Islamic law system which subsequently may regulate their professional careers in reality;

Course Objectives

2.To inculcate students with relevant statutory provisions, case laws and ethical principles related to company caw; 3.Relevant Islamic law principles will be compared and contrasted with company law principles. After finishing this course, students will be able to: 1. demonstrate an understanding of principles of company law as important governing principles of corporate entities. 2. develop an ability to identify the pertinent sources of law (statures, case laws etc.) applicable to specific problems in the company activity. 3. know how to set up a new corporate business and to conduct corporate business in compliance with the Companies Act 1965 and shariah principles.
Skills and how they are developed and assessed, project and practical experience and internship (either one)

Learning Outcomes

Write-up mode example: 1. Students can solve legal problems through problem type questions which are taught to them in the class and exam. 2. Can provide legal consultancy related to company law matters. Transferable Skills: Tabular mode example: Skills Solving legal problems Legal consultancy in Com. Law Teaching-Learning / assessment strategy How they are developed Training given in the class Training given in the class Assessment method Quizes, midterm and final exam. Quizes, midterm and final exam.

Type of Assessment

Description

Exams Projects

Quizes, midterm test, final exam. Assignments, case review and presentation.

Course Synopsis

Business organizations and trade industries play an important role in achieving economic success in the technological era of Malaysia. Therefore, IIUM graduates are expected to be equipped with knowledge and skills in respect of theoretical, practical, legal and ethical dimensions of business organizations. Accordingly, this course intends to introduce essential company law and regulations to help them manage business organizations effectively and efficiently. Lectures, case studies, discussion, presentation etc. LO 1,2 1,2,3,4 3,4,9 2,2,4 Attendance Quiz/Test Mid-term Exam Assignment and Presentation Final Exam Method % 5% 10% 30% 15% 40%

Mode of Delivery

Assessment Methods and Type/Course Assessement State weightage of each type of assessment.

TOTAL

100

Mapping of course / module to the Programme Learning Outcomes Learning Outcome of the course demonstrate an understanding of principles of company law as important governing principles of corporate entities. develop an ability to identify the pertinent sources of law (statures, case laws etc.) applicable to specific problems in the company activity. know how to set up a new corporate business and to conduct corporate business in compliance with the Companies Act 1965 and shariah principles. Programme Outcomes
01 02 03 04 05 06 07 08 09

1.

2.

3.

Content outline of the course / module and the SLT per topic Weeks 1 Topics Learning Hours Task/Reading
(author/page)

CH. 1: BUSINESS ORGANIZATION 3 hours Sole Proprietorship Business Partnership Business Company Business Introduction to company law in Malaysia Conducting business: An Islamic Perspective CH. 2: CLASSIFICATION OF COMPANY Limited and Unlimited Company Public and Private Company Related Company How to set up a new business Musharakah principle applied business.

1. Abdul Majid & Krisnan Arjunan, pp. 599-623. 2. Chan, Kok & Ling, p. 1-39.

3 hours

Chan, Koh & Ling, pp. 40 70.

in

CH. 3: INCORPORATION OF A COMPANY - Concept of Incorporation - Effects of Incorporation - Separate Legal Entity/Veil of Incorporation 3 hours - Ability to sue and be sued in its own name; - Ability to own property, to buy or sell property; - Perpetual Succession - Lifting the Veil of Incorporation - Veil of incorporation: An Islamic Law Perspective CH. 4: PROPER PLAINTIFF RULE What is proper plaintiff rule, rationale for proper plaintiff rule, Defects in proper plaintiff rule, 3 hours Exceptions to proper plaintiff rule, majority rule, internal management rule, derivative actions on behalf of the company. How Islamic law looks at proper plaintiff rule.

Chan & Koh, pp. 71118;

Chan, Koh and Ling, p. 473-498.

CH. 5: PROMOTERS AND PREINCORPORATION CONTRACTS Who are promoters? Promoters duties and liabilities; Legal status of pre-incorporation contracts in Malaysia; Legal status of pre-incorporation contracts in the UK. Promoters duties and liabilities: An Islamic perspective 3 hours

Chan & Koh, pp. 190212;

CH. 6: CONSTITUTION OF A COMPANY 1. Memorandum of Association - What is memorandum of Association (MOA); - Contents of MOA; - Alteration of MoA; - Procedure of alteration of AOA; 3 hours - Protest against alteration of AOA; - Doctrine of Ultra Vires: The position in the UK and in Malaysia. 2. Article of Association - What is Articles of Association (AOA); -Contents of AOA; -Functions of AOA; - The binding effect of AOA; - Alteration procedure of AOA; - Protest against the alteration of AOA. - MOA and AOA should not allow haram business.

Chan & Koh, pp. 123186;

7&8

CH 7: COMPANY SHARES Nature of Shares Classes of Shares Types of capital Variation of Class Rights Protest against variation of class right; Issues and Allotment of Shares Transfer and Restriction of Shares Shares transactions should be based on shariah principles.

Chan, Koh and Ling, p. 265-309; 6 hours

CH. 8: DEBENTURES & CHARGES What is debentures; Types of debentures: What is charge; Types of charges: Fixed charge Floating charge Priority of Charges Islam accepts debentures and charges to secure financial loan. Chan, Kok and Ling, p. 361-410; 3 hours

10 & 11

CH. 9: OFFICERS OF A COMPANY Company Directors Appointment of directors; Qualification of directors; Disqualification of directors; Removal of directors; Legal and ethical duties of directors; Company Secretaries -Appointment of secretaries; -Qualifications of secretaries; - Disqualifications of secretaries; -Functions of secretaries Company Auditors -Appointment of auditors; - Qualifications of auditors; - Disqualifications of auditors; - Functions of auditors. - Duties of company officers under Islamic law

Chan & Koh, pp. 530627; 686699; 769-806; 6 hours

12

CH. 10: MEMBERSHIP OF A COMPANY -Who are members and who are not members in a company; -Rights of Members; -Liability of members; - Protection of minority shareholders; - Members rights: An Islamic perspective.

Chan & Koh, pp. 413430; 3 hours

13

CH. 11: MEETINGS AND RESOLUTIONS

Types of Meetings Notice of Meetings 3 hours Proceedings in a general meeting; Types of resolution Procedure of passing resolution Disclosure of interests in meetings: Islamic requirement.

1. Chan, Koh & Ling, p. 630-683;

14

CH. 12: WINDING UP What is winding up of a company; Voluntary Winding up; Types of voluntary winding up; Compulsory Winding up; Who can apply for compulsory winding up; 3 hours Grounds of compulsory winding up; Liquidator -Appointment of liquidator; -Qualifications of liquidators; -Disqualifications of liquidators; -Reconstruction of a Company - Procedure of takeover and merger. - Takeover and merger: An Islamic perspective - Winding up process: An Islamic perspective

- Chan & Koh, pp. 8761022; - Malaysian Code on Takeovers and Mergers 1998 - Capital Market and Services Act 2007

Required references supporting the course

The reference lists shall be presented in accordance with APA bibliographic practices and in alphabetical order.

- Chan, Koh and Ling, Malaysian Company Law: Principles and Practice, Petaling Jaya: Thomson (Sweet & Maxwell Asia), 2009. - Companies Act 1965. Recommended references supporting the course

: - Shanthy Rachangan, et. al, Principles of company Law in Malaysia, Kuala Lumpur: Malayan Law Journal. - Krishnan Arjunan & Low Chee Keong, Understanding Company Law in Malaysia, Kuala Lumpur: LBC Information Services. - Walter Woon, Company Law, Petaling Jaya: Sweet & Maxwell Asia, 2009. - Pamela Hanrahan, et al, Commercial Application of Company Law in Malaysia, Singapore: CCH Asia Pte. Ltd. - Abdul Majid & Krishnan Arjunan, Business Law in Malaysia, Kuala Lumpur: Malayan Law Journal.

Prepared by: _______________________ Name Assistant Professor

Checked by: _______________________ Name Head

Approved by: _______________________ Name Dean

At the end of the programme, students are able to: 1. 2. 3. 4. 5. 6. 7. use the necessary learning skills in information management and apply effective strategies for lifelong self improvement. 8. 9. apply basic managerial and entrepreneur skills in relevant fields. demonstrate different types of leadership qualities when leading a group or working in a group for exam in writing group assignment. have the basic knowledge of Company Law in Malaysia. use relevant skills in assignment presentation. cooperate with others and apply knowledge in a socally responsible manner for the progress of the nation and the ummah. demonstrate commitment to law and professionalism in the workplace in everyday life. communicate with people from a diverse range of backgrounds with empathy and will show leadership qualities. analyze legal issues and demonstrate legal skills in reviewing case and company law problems. Knowledge Practical Skills Social skills and Responsibilities Value, Attitudes and Professionalism Communication Problem Solving and Scientific Skills Information Management and Lifelong Learning Skills Managerial and Entrepreneurial Skills Leadership and Team Skills