Students will attend 9 one hour lectures which will provide generic information which will be developed and refined in 9 two hour workshops. In addition students will undertake a three hour self managed workshop. In the lectures and workshops students will be given transactional material to consider based upon case studies on which they will be required to advise.

Students will undertake independent work will be required to ensure that they are fully prepared for lectures and workshops.

Assessed in one 3 hour written assessment.

Additional Assessment Details (including formative feedback / assessment)

There will be a revision workshop in the final week which will look at assessment technique and specimen questions.

Encyclopaedia of Forms and Precedents
PLC online
Blackboard
Lecture and workshop materials

Denicolo M. (2012) Acquisitions; College of Law Publishing updated annually.

Mavrikakis, Watson, Morris and Hancock Business Law and Practice 2011/12 College of Law Publishing updated annually.

Bamford and Browne (2011) Legal Foundations College of Law Publishing. Updated annually.

Draft SRA Code of Conduct 2011

The core subject of Business Law and Practice LWL64000-7 must have been studied

Element 1

1. To be able to explain to a corporate client the importance of commercial contracts which affect its business.
2. To examine contractual terms in commercial contracts which affect the client.
3. To develop a detailed understanding of warranties and indemnities and their relevance to the sale or acquisition of a business.
4. To understand the different types of acquisition and the associated commercial considerations relevant to the choice of sale or purchase medium.
5. To understand the stages of a corporate transaction and plan the progress of the transaction including the drafting of the appropriate documentation at the relevant stages.
6. To develop an understanding of the taxation consequences of a share sale and a business sale and be able to advise accordingly.

Element 2

1. To advise the client on appropriate contractual terms and to analyse, select, amend and redraft those terms when appropriate.
2. To interpret and advise the corporate client appropriately on the commercial contracts relevant to a sale or purchase transaction.
3. To advise the client on litigation relevant to the sale or purchase transaction and to understand and be able to explain the roles, rights, responsibilities and liabilities of the parties to the transaction.
4. To display originality and creativity in solving problems whether legal or practical and to be able to implement strategies to achieve the client's objectives.
5. To encourage students to demonstrate self-direction and responsibility for learning within this vocational elective.
6. To demonstrate competence in the practitioner skills appropriate to this vocational elective.
7. To develop students¿ ability to conduct independent research using a range of practitioner and primary sources and be able to synthesise and evaluate the information obtained.

Element 3

1. To demonstrate a sophisticated understanding of how to progress the sale or purchase of a business.
2. To be able to advise on the due diligence and practical enquiries that should be raised prior to corporate clients entering into agreements.
3. To be able to advise on the procedures and documents necessary to protect the corporate client whether acting for the seller or the buyer in a corporate transaction.
4. To confidently draft legal reports and prepare and present oral presentations for corporate clients.


Element 4

1. To demonstrate critical awareness of potential conflicts between the parties to a corporate transaction.
2. To understand the importance of knowing the corporate client and the practical context in which business operates.
3. To display sound commercial awareness and business acumen.
4. To demonstrate student awareness of limitations of knowledge and experience and to identify when further expert assistance should be sought.

1. IDENTIFY THE COMPLEX LEGAL, TACTICAL, AND COMMERCIAL FACTORS INVOLVED IN ACTING FOR A CLIENT IN THE SALE OR PURCHASE OF A COMPANY.
Enquiry

2. IDENTIFY THE OVERALL NATURE OF THE TRANSACTION, AND THEN PLAN AND PROGRESS THAT TRANSACTION THROUGH A SERIES OF STEPS AND DECISIONS INCLUDING, WHERE APPROPRIATE DRAFTING THE NECESSARY DOCUMENTATION. DISPLAY ORIGINALITY IN PROBLEM SOLVING AND IMPLEMENTING STRATEGIES TO ACHIEVE THE CLIENT¿S OBJECTIVES
Problem Solving

3. EVALUATE INFORMATION PROVIDED IN CONNECTION WITH SUCH A TRANSACTION AND MAKING SOUND JUDGEMENTS IN CONNECTION WITH TAKING THE CORRECT COURSE OF ACTION FOR THE CLIENT IN RELATING TO THE SALE OR PURCHASE OF A COMPANY.
Analysis

4. IDENTIFY THE IMPORTANCE OF CONTRACTUAL TERMS, WHICH ADDRESS THE CLIENT¿S LEGAL AND PRACTICAL NEEDS, AND TAKE THE APPROPRIATE COURSE OF ACTION FOR THE CLIENT IN RELATION TO THE CONTRACTS.
Application

5. RECOGNISE THE POTENTIAL PROFESSIONAL CONDUCT AND REGULATION ISSUES WHICH MAY ARISE WHEN ACTING FOR MORE THAN ONE PARTY OR WHEN DEALING WITH FINANCIAL SERVICES MATTERS AND ACT APPROPRIATELY FOLLOWING ANALYSIS OF THE SITUATION.
Knowledge & Understanding

6. HAVE AN IN- DEPTH UNDERSTANDING OF CLIENT CARE AND MONEY LAUNDERING REQUIREMENTS AND BE ABLE TO COMMUNICATE THESE ISSUES APPROPRIATELY WITH THE RELEVANT BODIES
Communication

7. IDENTIFY THE CLIENT'S REASONABLE EXPECTATIONS AS TO QUALITY AND THE TIMELINESS OF SERVICE AND MANAGE THE CLIENTS EXPECTATIONS DURING THE COURSE OF THE TRANSACTION Commercial Awareness and Professionalism

Corporate and Commercial Client is one of the electives for stage 2 of the LPC course. This course is designed to provide you with the essentials in relation to areas of commercial law you are likely to encounter in practice. By successful completion of this module you should be able to understand the stages of the sale of a company from start to finish, including heads of terms, due diligence, enquiries before contract, exchange of contracts and completion and post completion matters. You will also be able to provide advice about the financial aspects of the sale and tax consequences and corporate and commercial contracts, including exclusion clause and product liability There are a wide range of associated topics that we touch on including employment aspects, Litigation, Property, Intellectual property Rights overlapping with other areas you will have studied both in BLP and other core subjects.