Corporate and Business Law (LW-GLO)

CORPORATE AND BUSINESS LAW - GLOBAL

(LW-GLO)

Syllabus and
study guide
SEPTEMBER 2024 TO AUGUST 2025

Designed to help with planning study and to

provide detailed information on what could be
assessed in any examination session

1 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-GLO)

Contents
1. Introduction to the syllabus ........................................................................................................... 3
2. Main capabilities ........................................................................................................................... 4
3. Intellectual levels .......................................................................................................................... 5
4. The syllabus ................................................................................................................................. 6
5. Detailed Study Guide .................................................................................................................... 7
6. Summary of changes to Corporate and Business Law (LW) (GLO) ............................................ 11
7. Approach to examining the syllabus............................................................................................ 11
8. Relational diagram linking Corporate and Business Law (LW-GLO) with other exams ................ 12
9. Guide to ACCA examination structure and delivery mode ........................................................... 12
10. The structure of ACCA qualification .......................................................................................... 14
11. Guide to ACCA examination assessment ................................................................................. 14
12. Learning hours and education recognition ................................................................................ 15

2 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-GLO)

1. Introduction to the syllabus

The aim of this syllabus is to develop knowledge and skills in the understanding of the general legal
framework within which international business takes place, and of specific legal areas relating to
business, recognising the need to seek further specialist legal advice where necessary.

Corporate and Business Law Global is divided into eight areas. The syllabus starts with an
introduction to different legal systems, different types of law and those organisations which endeavour
to promote internationally applicable laws. It also introduces arbitration as an alternative to court
adjudication. It then leads into an examination of the substantive law as stated in UN Convention on
Contracts for the International Sale of Goods, which relates to the formation, content and discharge
of international contracts for the sale of goods.

The syllabus then covers a range of specific legal areas relating to various aspects of international
business of most concern to finance professionals.

These are the law relating to the financing of international transactions, and the various legal forms
through which international business transactions may be conducted. Particular attention is focused
on the law relating to companies. Aspects examined include the formation and constitution of
companies, the financing of companies and types of capital, and the day–to-day management, the
administration and regulation of companies and legal aspects of insolvency law.

The final section links back to all the previous areas. This section deals with corporate fraudulent
and criminal behaviour.

3 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-GLO)

2. Main capabilities

On successful completion of this exam, candidates should be able to:

A Identify the essential elements of different legal systems including the main sources of law,
the relationship between the different branches of a state’s constitution, and the need for
international legal regulation, and explain the roles of international organisations in the
promotion and regulation of international trade, and the role of international arbitration as an
alternative to court adjudication
B Recognise and apply the appropriate legal rules applicable under the United Nations
Convention on Contracts for the International Sale of Goods, and explain the various
ways in which international business transactions can be funded
C Recognise different types of international business forms
D Distinguish between the alternative forms and constitutions of business organisations
E Recognise and compare types of capital and the financing of companies
F Describe and explain how companies are managed, administered and regulated
G Recognise the legal implications relating to insolvency law
H Demonstrate an understanding of corporate fraudulent and criminal behaviour

This diagram illustrates the flows and links between the main capabilities of the syllabus and should
be used as an aid to planning teaching and learning in a structured way.

4 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-GLO)

3. Intellectual levels

The syllabus is designed to progressively broaden and deepen the knowledge, skills and
professional values demonstrated by the student on their way through the qualification.

The specific capabilities within the detailed syllabuses and study guides are assessed at one of
three intellectual or cognitive levels:

Level 1: Knowledge and comprehension

Level 2: Application and analysis
Level 3: Synthesis and evaluation

Very broadly, these intellectual levels relate to the three cognitive levels at which the Applied
Knowledge, the Applied Skills and the Strategic Professional exams are assessed.

Each subject area in the detailed study guide included in this document is given a 1, 2, or 3
superscript, denoting intellectual level, marked at the end of each relevant learning outcome. This
gives an indication of the intellectual depth at which an area could be assessed within the
examination. However, while level 1 broadly equates with Applied Knowledge, level 2 equates to
Applied Skills and level 3 to Strategic Professional, some lower-level skills can continue to be
assessed as the student progresses through each level. This reflects that at each stage of study
there will be a requirement to broaden, as well as deepen capabilities. It is also possible that
occasionally some higher-level capabilities may be assessed at lower levels.

5 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-GLO)

4. The syllabus G Insolvency law

A Essential elements of legal systems 1. Insolvency and administration

1. Business, political and legal systems H Corporate fraudulent and criminal

behaviour
2. International trade, international legal
regulation and conflict of laws 1. Fraudulent and criminal behaviour

3. Alternative dispute resolution mechanisms

B International business transactions

1. Introduction to the UN Convention on

Contracts for the International Sale of Goods
and ICC Incoterms

2. Obligations of the seller and buyer, and

provisions common to both

C Transportation and payment of

international business transactions

1. Transportation documents and means of

payment

D The formation and constitution of

business organisations

1. Agency law

2. Partnerships

3. Corporations and legal personality

4. The formation and constitution of a company

E Capital and the financing of companies

1. Share capital

2. Loan capital

3. Capital maintenance and dividend law

F Management, administration and the

regulation of companies

1. Company directors

2. Other company officers

3. Company meetings and resolutions

6 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-GLO)

5. Detailed Study Guide d) Describe the arbitral tribunal.[2]

e) Explain arbitral awards.[2]

A Essential elements of legal
systems B International business
transactions
1. Business, political and legal systems
1. Introduction to the UN Convention on
a) Explain the inter-relationship of economic Contracts for the International Sale of
and political and legal systems.[2] Goods and ICC Incoterms

b) Explain the doctrine of the separation of a) Explain the sphere of application and
powers and its impact on the legal system.[2] general provisions of the Convention.[1]

c) Explain the distinction between criminal and b) Explain and be able to apply the rules for
civil law.[1] creating contractual relations under the
Convention.[2]
d) Outline the operation of the following legal
systems:[1] c) Explain the meaning and effect of the ICC
i) Common law Incoterms.[1]
ii) Civil law
iii) Sharia law. 2. Obligations of the seller and buyer, and
provisions common to both
2. International trade, international legal
regulation and conflict of laws a) Explain and be able to apply the rules
relating to the obligations of the seller under
a) Explain the need for international legal the Convention:[2]
regulation in the context of conflict of laws.[1] i) delivery of goods and handing
over documents
b) Explain the function of international treaties, ii) conformity of the goods and third
conventions and model codes.[1] party claims
iii) remedies for breach of contract by the
c) Explain the roles of international seller.
organisations, such as the UN, the ICC, the
WTO, the OECD, UNIDROIT, UNCITRAL b) Explain and be able to apply the rules
and courts in the promotion and regulation relating to the obligations of the buyer under
of international trade.[1] the Convention:[2]
i) payment of the price
3. Alternative dispute resolution ii) taking delivery
mechanisms iii) remedies for breach of contract by the
buyer.
a) Explain the operation, and evaluate the
distinct merits, of court-based adjudication c) Explain and be able to apply the rules
and alternative dispute resolution relating to the provisions common to both
mechanisms.[2] the seller and the buyer under the
Convention:[2]
b) Explain the role of the international courts of i) breach of contract and in particular
trade including the International Court of anticipatory breach and instalment contracts
Arbitration.[1] ii) damages
iii) interest
c) Explain and apply in detail the provisions of iv) exemptions
the UNCITRAL Model Law on International v) effects of avoidance
Commercial Arbitration.[2] vi) preservation of the goods.

7 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-GLO)

d) Explain and be able to apply the rules c) Explain the authority of partners in relation
relating to the passing of risk under the to partnership activity.[2]
Convention.[2]
d) Analyse the liability of various partners for
C Transportation and payment of partnership debts.[2]
international business e) Explain the termination of a partnership, and
transactions partners’ subsequent rights and liabilities.[2]

1. Transportation documents and means of 3. Corporations and legal personality

payment
a) Distinguish between sole traders,
a) Define and explain the operation of bills of partnerships and companies.[1]
lading.[1]
b) Explain the meaning and effect of limited
b) Explain the operation of bank transfers.[1] liability.[2]

c) Explain and be able to apply the rules of c) Analyse different types of companies,
UNCITRAL Model Law on International especially private and public companies.[1]
Credit Transfer.[2]
d) Illustrate the effect of separate personality
d) Explain and be able to apply the rules of the and the veil of incorporation.[2]
UN Convention on International Bills Of
Exchange And International Promissory e) Recognise instances where separate
Notes.[2] personality will be ignored (lifting the veil of
incorporation).[2]
e) Explain the operation of letters of credit and
letters of comfort.[2] 4. The formation and constitution of a
company
D Formation and constitution of
business organisations a) Explain the role and duties of company
promoters, and the breach of those duties
1. Agency law and remedies available to the company.[2]

a) Define the role of the agent and give b) Explain the meaning of, and the rules
examples of such relationships paying relating to, pre-incorporation contracts.[2]
particular regard to partners and company
directors.[2] c) Describe the procedure for registering
companies, both public and private,
b) Explain the formation of the agency including the system of streamlined
relationship.[2] company registration.[1]

c) Define the authority of the agent.[2] d) Describe the statutory books, records and
returns, including the confirmation statement
d) Explain the potential liability of both principal and the register of people with significant
and agent.[2] control, that companies must keep or
make.[1]
2. Partnerships
e) Analyse the effect of a company’s
a) Demonstrate a knowledge of the legislation constitutional documents.[2]
governing the partnership, both unlimited
and limited.[1] f) Describe the contents of the model articles
of association.[1]
b) Discuss the formation of a partnership.[2]

8 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-GLO)

g) Explain how the articles of association can F Management, administration

be changed.[2]
and regulation of companies
h) Explain the control over the names that
1. Company directors
companies may or may not use.[2]
a) Explain the role of directors in the operation
E Capital and the financing of of a company, and the different types of
companies directors, such as executive/ non-executive
directors or de jure and de facto directors,
1. Share capital and shadow directors.[2]

a) Examine the different types of capital.[2] b) Discuss the ways in which directors are
appointed, can lose their office and the
b) Illustrate the difference between various disqualification of directors.[2]
classes of shares, including treasury shares,
the procedure for altering class rights.[2] c) Distinguish between the powers of the board
of directors, the managing director/chief
c) Explain allotment of shares, and distinguish executive and individual directors to bind
between rights issue and bonus issue of their company.[2]
shares.[2]
d) Explain the duties that directors owe to their
d) Examine the effect of issuing shares at companies, and the controls imposed by
either a discount, or at a premium.[2] statute over dealings between directors and
their companies, including loans.[2]
2. Loan capital
2. Other company officers
a) Define companies’ borrowing powers.[1]
a) Discuss the appointment procedure relating
b) Explain the meaning of loan capital and to, and the duties and powers of, a company
debenture.[2] secretary.[2]

c) Distinguish loan capital from share capital b) Discuss the appointment procedure relating
and explain the different rights held by to,and the duties and rights of, a company
shareholders and debenture holders.[2] auditor, and their subsequent removal or
resignation.[2]
d) Explain the concept of a company charge
and distinguish between fixed and floating 3. Company meetings and resolutions
charges.[2]
a) Distinguish between types of
e) Describe the need, and the procedure for, meetings:general meetings and annual
registering company charges.[2] general meetings.[1]

3. Capital maintenance and dividend law b) Distinguish between types of resolutions:

ordinary, special and written.[2]
a) Explain the doctrine of capital maintenance
and capital reduction.[2] c) Explain the procedure for calling and
conducting company meetings.[2]
b) Explain the rules governing the distribution
of dividends in both private and public
companies.[2]

9 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-GLO)

G insolvency law e) Discuss potential criminal activity in the

operation, management and liquidation of
1 Insolvency and administration companies, including the failure to prevent
the facilitation of tax evasion and the
a) Explain the meaning of, and procedure meaning of relevant body.[2]
involved, in voluntary liquidation, including
members’ and creditors’ voluntary f) Recognise the nature and legal control over
liquidation.[2] fraudulent and wrongful trading. [2]

b) Explain the meaning of, the grounds for and

the procedure involved, in compulsory
liquidation.[2]

c) Explain the order in which company debts

will be paid off on
liquidation.[2]

d) Explain administration as an alternative to

liquidation.[2]

e) Explain the way in which an administrator

may be appointed, the effects of such
appointment, and the powers and duties of
an administrator.[2]

H Corporate fraudulent and

criminal behaviour
1 Fraudulent and criminal behaviour

a) Recognise the nature and legal control over

insider dealing.[2]

b) Recognise the nature and legal control over

market abuse.[2]

c) Recognise the nature and legal control over

money laundering including the following
policies, procedures and controls: [2]
i) risk management practices:
ii) internal controls:
iii) customer due diligence:
iv) reliance and record keeping;
v) the monitoring and management of
compliance with, and the internal
communication of, such policies, controls
and procedures.

d) Recognise the nature and legal control over

bribery.[2]

10 © ACCA 2024-2025 All rights reserved

 Corporate and Business Law (LW-ENG)

6. Summary of changes to Corporate and Business Law (LW)

(GLO)

ACCA periodically reviews its qualification syllabuses so that they fully meet the needs of
stakeholders such as employers, students, regulatory and advisory bodies and learning providers.

There have been no additions to, or deletions from the syllabus. The area that has been amended
in the syllabus is shown in Table 1 below:

Table 1 – Amendments to (LW-GLO)

Section and subject area Syllabus content

A3a) Court-based adjudication In the English courts system
the Queen’s Bench Division
of the High Court is now the
King’s Bench Division

7. Approach to examining the syllabus

The syllabus is assessed by a two-hour computer-based examination.

The examination consists of:

Section A
25 x 2 mark objective test questions 50%
20 x 1 mark objective test questions 20%

Section B
5 x 6 marks constructed response question 30%
100%

All questions are compulsory.

11 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-ENG)

8. Relational diagram linking Corporate and Business Law (LW-

GLO) with other exams

This diagram shows links between this exam and other exams preceding or following it. Some
exams are directly underpinned by other exams. This diagram indicates where students are
expected to have underpinning knowledge and where it would be useful to review previous learning
before undertaking study.

9. Guide to ACCA examination structure and delivery mode

The pass mark for all ACCA Qualification examinations is 50%.

The structure and delivery mode of examinations varies.

Applied Knowledge
The Applied Knowledge examinations contain 100% compulsory questions to encourage candidates
to study across the breadth of each syllabus. These are assessed by a two-hour computer-based
examination.

Applied Skills
The Corporate and Business Law exam is a two-hour computer-based objective test examination
for English and Global.

For the format and structure of the Corporate and Business Law or Taxation variant exams, refer to
the ‘Approach to examining the syllabus’ section of the relevant syllabus and study guide.

The other Applied Skills examinations (PM, TX-UK, FR, AA, and FM) contain a mix of objective and
longer type questions with a duration of three hours for 100 marks. These are assessed by a three-
hour computer-based exam. Prior to the start of each exam there will be time allocated for students
to be informed of the exam instructions.

The longer (constructed response) question types used in the Applied Skills exams (excluding
Corporate and Business Law) require students to effectively mimic what they do in the workplace.
Students will need to use a range of digital skills and demonstrate their ability to use spreadsheets
and word processing tools in producing their answers, just as they would use these tools in the

12 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-ENG)

workplace. These assessment methods allow ACCA to focus on testing students’ technical and
application skills, rather than, for example, their ability to perform simple calculations.

Strategic Professional
Essentials:
Strategic Business Leader is ACCA’s case study examination at Strategic Professional and is
examined as a closed book exam of 3 hours and 15 minutes, including reading, planning and
reflection time which can be used flexibly within the examination.

Pre-seen information for the Strategic Business Leader exam will be released two weeks before the
exam sitting. The pre-seen information contains background and contextual details in order for
students to familiarise themselves with the fictitious organisation that they will be examined on and
the industry in which it operates.

The Strategic Business Leader exam will contain new information in the form of exhibits and
students are required to complete several tasks. All questions are compulsory and each
examination will contain a total of 80 technical marks and 20 professional skills marks.

As this is a closed book exam, the pre-seen information is also available within the examination.

Strategic Business Reporting is a three-hour 15 minutes exam. It contains two sections and all
questions are compulsory. This exam contains four professional marks.

Options:
The Strategic Professional Options are all three hours and 15 minutes computer-based exams. All
contain two sections and all questions are compulsory.

All option exams contain a total of 80 technical marks and 20 professional skills marks.

The question types used at Strategic Professional require students to effectively mimic what they
would do in the workplace.

These exams offer ACCA the opportunity to focus on the application of knowledge to scenarios,
using a range of tools including word processor, spreadsheets and presentation slides - not only
enabling students to demonstrate their technical and professional skills but also their use of the
technology available to today’s accountants.

Time management
ACCA encourages students to take time to read questions carefully and to plan answers but once
the exam time has started, there are no additional restrictions as to when students may start
producing their answer.

Students should ensure that all the information and exam requirements are properly read and
understood.

13 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-ENG)

10. The structure of ACCA qualification

11. Guide to ACCA examination assessment

ACCA reserves the right to examine anything contained within the study guide. This includes
knowledge, techniques, principles, theories, and concepts as specified. For the financial accounting,
audit and assurance, law and tax exams except where indicated otherwise, ACCA will publish
examinable documents once a year to indicate exactly what regulations and legislation could
potentially be assessed within identified examination sessions.

14 © ACCA 2024-2025 All rights reserved.

 Corporate and Business Law (LW-ENG)

For examinations, regulation issued or legislation passed on or before 31 August annually, will be
examinable from 1 September of the following year to 31 August of the year after that. Please refer
to the examinable documents for the exam (where relevant) for further information.

Regulation issued or legislation passed in accordance with the above dates may be examinable
even if the effective date is in the future.

The terms ‘issued’ or ‘passed’ relate to when regulation or legislation has been formally approved.

The term ‘effective’ relates to when regulation or legislation must be applied to entity transactions
and business practices.

The study guide offers more detailed guidance on the depth and level at which the examinable
documents will be examined. The study guide should therefore be read in conjunction with the
examinable documents list.

12. Learning hours and education recognition

The ACCA qualification does not prescribe or recommend any particular number of learning hours
for examinations because study and learning patterns and styles vary greatly between people and
organisations. This also recognises the wide diversity of personal, professional and educational
circumstances in which ACCA students find themselves.

As a member of the International Federation of Accountants, ACCA seeks to enhance the education
recognition of its qualification on both national and international education frameworks, and with
educational authorities and partners globally. In doing so, ACCA aims to ensure that its qualification
is recognised and valued by governments, regulatory authorities and employers across all sectors.
To this end, the ACCA qualification is currently recognised on the education frameworks in several
countries. Please refer to your national education framework regulator for further information.

Each syllabus is organised into main subject area headings which are further broken down to
provide greater detail on each area.

ACCA’s content partners are BPP Learning Media and Kaplan Publishing. They create their own
learning materials. For more information about the types of materials offered, please visit their
websites and contact them directly.

15 © ACCA 2024-2025 All rights reserved.