SBM2501 Business Law and Due Diligence

School of Business Management, Business and Project Management Graduate Programs

UOS CODE UOS NAME CREDIT POINTS STATUS SBM2501 Business Law and Due Diligence 6 Elective

SUMMARY Business law broadly covers the following area: (1) the corporations law; (2) the industrial relations laws; (3) the contracts law; (4) the intellectual property and commercial law; (5) the health, safety and environmental protection laws; (6) personal protection laws including freedom of information and the privacy laws as well as anti-discrimination laws; and (7) the common law. These laws and regulations made under them are similar in most Western and newly industrialised countries. They are applicable also to developing countries as has been demonstrated by many successful international law suits brought against organisations in their home jurisdictions for offences committed in host countries. While the general principles of the law apply globally there are differences in each jurisdiction.

The purpose of this unit of study is to cover the fundamental legal and statutory requirements applicable to all organisations in general terms. The contextualisation of the laws and regulations will be achieved by student teams working on their case organisations in specified jurisdictions.

This unit of study will cover the fundamental principles behind good management and comparison with legal requirements; legal and statutory view of organising and managing businesses; understanding of the labour laws and critical success factors for harmonious industrial relations; the law of contracts and its influence on all spheres of business; the intellectual property and commercial law and protection of the IP and commercial rights; the health, safety and environmental protection laws and associated regulations; the personal protection and equal opportunity laws; and finally the common law as it applies to professionals and executives charged with business planning, organising and management tasks (particularly the general duty of care and liability at tort). The unit will provide an opportunity to review of the principal forms of organisations, potential liabilities associated with their operation, principles of due diligence and coverage of risks via indemnity provisions or self insurance. As seen, a sound understanding of the business law and principles of due diligence is pivotal to effective governance, planning, decision making, collaboration and all other activities that an organisation may undertake during its existence.

Many of the associated liabilities may in fact continue into the future, well beyond the life of an individual organisation or the tenure of its managers. While the importance of a sound understanding of the business law and due diligence cannot be adequately emphasised, the intention is not to turn business managers into practising lawyers. Rather, the intention is to make them aware of the law, its influence in business planning and operations, and enable them to consult legal practitioners as and when necessary.

COURSE TBA CONVENOR/ TUTOR ASSUMED Not applicable KNOWLEDGE APPROXIMATE Lectures & Team Work Personal Work Readings WORKLOAD Workshops 30 hours >60 hours >60 hours >60 hours PRE-REQUISITE None. (course name) OBJECTIVES Gain a good appreciation of the fundamental principles of the business law and institutions that are charged with their implementation Know how to work with legal documents and systems

©. Copyright Asia Pacific International College, all rights are reserved. No part of this document may be reproduced without permission. School of Business Management, Business and Project Management Graduate Programs

Develop a sound understanding of: . the corporations laws and associated regulations . the industrial relations laws and associated regulations . the contracts laws and associated regulations . the IP and commercial licensing laws and associated regulations . the OH&S and environmental protection laws and associated regulations . the personal protection and anti-discrimination laws . the common law and how it affects individual and corporate responsibilities for civil wrongs Know how to apply the above to a case organisation in a given jurisdiction and learn to manage legal and statutory requirements Develop a keen understanding of legal trends and the risks associated with the changing nature of laws and systematic management of the same (e.g. trends to increased liabilities in terms of both personal and corporate, civil and criminal and the trends to self management in lieu of regulations and compliance)

TARGET Upon completion of the course, the student should demonstrate: COMPETENCIES (Business Law Sound understanding of the business law and ability to broadly factor in the legal and statutory aspects in business conceptualisation, organisation planning, operations design and control and Due and other corporate decisions and transactions Diligence) Ability to work with legal documents and systems Ability to work with the corporations laws and in particular in terms of design of organisation units, assignment of responsibilities and authority, maintenance of records and provision of due diligence Ability to work with the labour and industrial relations laws and in particular in terms of design of operations, hiring of labour and personnel, workplace agreements etc. Ability to work with the contracts laws and in particular in terms of the terms for partnerships, procurement, association with others, etc. and how these impact the organisation design and its policies, processes, systems and records Ability to work with the intellectual property and commercial licensing laws and associated regulations, including demonstration of competency to protect the IP rights of the organisation, observe laws in relation to the IP held by others and generally design and manage businesses in full accord with the relevant laws and regulations Ability to work with the occupational health, safety and environmental protection laws and regulations, in particular in terms of conceiving business plans, field operations, processes and products, third party impacts and so on A good understanding of the personal protection and the anti-discrimination laws and regulations, including ability to factor these in when organising and managing businesses A good understanding of the law of tort and its impact on professional and executive duty of care, general community obligations and associated ramifications, in particular how these might impede or encourage innovation, administration and protection Ability to research requirements, factor in needs, build in performance measures and manage risks or seek insurance coverage to ensure sound legal footing for the operations under consideration

TARGET  Generic: All competencies that are common to all professionals (including cognitive and COMPETENCIES communication abilities, problem solving and analytical mindset) (Personal and  Leadership: Ability to direct, motivate & manage individuals & teams. Socio-cultural)  Commitment: Ability to dedicate to tasks & to project outcomes.  Attitude: Ability to create the right frame of mind that promotes integrity & support for achievement of project goals within a social context.  Self Direction: Ability to manage within and without guidelines & processes, and to work without supervision.  Learning: Ability to commit to continuous improvement in knowledge, skills & attitude, & to creating new knowledge developing skills & approaches.  Cultural Empathy: Ability to respect for & accommodation of individual lifestyle, beliefs & norms.  Creativity & Innovation: Capacity to generate new ideas/approaches & make them happen.

MODES OF  Upfront intensive workshop (4 days) DELIVERY  Project and team based flexible work facilitated via the Internet (over 10 weeks)  Face-to-face formal assessment (one week) ASSESSMENT 1. Formal knowledge test 2. Team project submissions (formatted as per specification for the same) 3. Formal assessment against competencies applicable to business law and due diligence 4. Formal personal & socio-cultural competency assessment

PRESCRIBED FOR THE COURSE SELECTED REFERENCES

PRINTED Learning material (lecture notes, slides, case TBA MATERIALS study and other material provided online). Case project (students’ own case project subject to endorsement) WEB SITES No single Web site presents all the necessary knowledge that students need to learn and Online useful sources of references are: apply. However, opposite are some useful sites TBA to visit. Software N.A. Students may also wish to use software for normal typesetting, graphic design and associated tasks COURSE Intensive Phase CONTENTS Day 1  Introduction to course aims, objectives, target competencies, learning strategies, resources available, timetable and deliverables, assessment methods and related briefings  Briefing on how to conduct each phase and the entire unit of study  Lecture: Defining legal and statutory frameworks, institutions and enforcement  Lecture: Fundamental principles of the business law  Tutorial: Understanding the broad legal and statutory frameworks, institutions and enforcement as these apply to organisations  Lecture: Principles of corporation law and their application in structuring, formation and governance of organisations  Group work: Determine critical success factors for optimum organisation constitution, managerial structures and governance provisions  Lecture: Principles of labour law and their application in structuring, planning and governance of operations  Group work: Determine critical success factors for optimum operations design, managerial oversight and implementation vis-à-vis labour laws Day 2  Lecture: Principles of contract law and their application to planned organisation transactions, procurement of goods and services, association with partners and so on  Tutorial: Determine critical success factors and optimum strategies to organisations transactions, procurement of goods and services, association with partners and so on  Lecture: Principles of intellectual property and commercial licensing laws and their application to planned organisation operations including protection of the IP rights  Tutorial: Determine critical success factors and optimum strategies for IP protection and compliance Day 3  Lecture: Principles of OH&S and environmental protection laws and their application to planned or actual organisation operations  Tutorial: Determine critical success factors and optimum strategies for effective management of and compliance with relevant OH&S and environmental protection laws as they apply to actual or planned operations  Lecture: Principles of personal protection and anti-discrimination laws and their application to planned or actual organisation operations

 Tutorial: Determine critical success factors and optimum strategies for effective management of and compliance with relevant personal protection and anti-discrimination laws as they apply to actual or planned operations Day 4  Lecture: Review of the common law and its influence on organisation operations  Tutorial: Determine critical success factors and optimum strategies for management of the duty of care and compliance with the common law  Assessment of individual competencies wrt business law and due diligence  Reinforcing learning outcomes and application of the same to forthcoming team project  Conduct of written test on organisation unit strategy and design  Students’ feedback on the intensive phase

Teamwork phase For the purposes of developing insights into and ability to manage business law and due diligence in an integrated and meaningful manner, students in teams of 4 to 6 will assume responsibility for developing or reviewing a detailed operation management plan for a case organisation unit focusing on legal requirements and provision of due diligence in the jurisdiction under consideration. The case organisation is individual to each team and will be sourced normally from one of the students’ employer organisations.

In summary the project phase will comprise:  An overall process for studying business law and due diligence and for applying the relevant knowledge to a real life case organisation as per the Brief that is downloaded from the unit’s web site;  A program of the learning activities which are part of student’s Team Workplan and individual competency acquisition needs which each student needs to plan to conduct flexibly within the unit of study timeline as advised in the unit’s web site (detailed schedules are to be developed and submitted as part of the Team Work/QA Plan)  The assignment Brief which is available as a downloadable file. Your team may develop your own Brief/project concept, and upon the Course Convenors’ endorsement use the same as the basis for learning and development. Your brief should be developed to be similar to that found on the unit’s web site.

The Learning activities are designed for each team to develop or review a detailed operation management plan for a case organisation unit focusing on legal requirements and provision of due diligence in the jurisdiction under consideration via the following activities: Assessment of learning styles and team roles and balancing of team; development of self management and socio-cultural/teamwork competencies

Team Formation, Activity 1 Activity 2 Activity 3 Activity 4 Assignment to Case Project and Literature Review, Analyse Due Case Organisation Compile, Format and team Business Law and Diligence in Case Due Diligence Present Your Team QA/Workplan Due Diligence Organisation Improvement Plan Report

Case Project Submit Assignment Submit Assignment 2 Submit Assignment 3 Submit Assignment 4 Summary, 1 QA/Workplan

Continuous reflection, self and peer assessment and competency acquisition. Final Individual Report and Viva to validate competencies acquired versus target competencies

COMPETENCY Final Report & assessment VALIDATION (via Each student is advised to progressively acquire, develop and document the relevant target evidence and competencies. The protocols on the web site for this purpose need to be followed carefully to prepare the required evidence of competency acquisition. The evidence for this unit to comprise a professional Final Report in two parts to validate individually the following: specific target competencies interview) regarding business law and due diligence as well as personal and socio-cultural competencies. These will be assessed separately and both need to show the student’s development history using the student’s L&D plan as the basis.