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This document contains the following:
•    Assessment case study pack for assessments 1&2
•    Assessment briefings and questions
•    Module descriptor
•    Grading Criteria Spreadsheet
All other relevant information detailing the learning and teaching, timetable/weekly teaching schedule, assessment strategy and requirements such as study skills,
weekly formative self-assessment materials, topic by topic diagnostic testing, specific corporate and school materials such as academic misconduct, VLE and advice on
mitigating circumstances can be found within the module handbook on blackboard. Students are therefore encouraged to familiarise themselves with the information
contained therein.
The following fictitious documentations vis a vis the scenario comprises the background materials for BOTH your assessments in this module. The assessment briefing and
questions are all related to these documentations and the scenario. The assessments can be found at the end of this case study pack.
You work in the Corporate Department of Bronstons LLP, Solicitors, The Castle Gate, Mumford, SW12 2JR. You arrive at work to find the following memo awaiting your
To: Trainee Lawyer (YOU!)
From: Stacey Barlow
Date: [Today]
Matter: Bennett’s Events
I have a meeting with Natasha Bennett in the next few weeks and would like your assistance with the preparation.
I met Natasha a number of years ago when the firm was organising a summer party; Natasha was the events co-ordinator for Hylands Manor Estates and Events. Not long
after our party Natasha branched out independently to run her own events business, organising anything from children’s parties and weddings to corporate away days.
Natasha phoned yesterday to ask for a meeting. It appears that she is about to enter into business with a local farmer. See the attached Attendance Note (Document 1).
It is a little unclear exactly what she is intending just yet, but I hope to get this cleared up when we meet her. I have undertaken a search against Weeds Farm Units
Limited (Document 4) and reserved one of our shelf companies, should that be required (Document 5). The current directors and shareholders are partners at Bronstons.
Please brief yourself on the attached documents and prepare accordingly so that you may assist.
You find the following documents attached to the memo:
DOCUMENT 1 Attendance Note (File of Bennett’s Events)
DOCUMENT 2 Email from Natasha Bennett (File of Bennett’s Events)
DOCUMENT 3 A copy of the latest accounts for Natasha Bennett, for the year ending 31 March 2014 (File of Bennett’s Events)
DOCUMENT 4 Company Search Weeds Farm Units Limited (File of Bennett’s Events)
DOCUMENT 5 Company Search Bronston Shelf Co 059876 Limited (File of Bennett’s Events
Date: [Today’s date]
Client: Natasha Bennett
File No.: 00/RW/289/SE
Matter: Bennett’s Events
Telephone conversation with Natasha Bennett (NB); NB was calling to request a meeting for advice on an agreement she is planning to enter into with Weeds Farm Units
NB explained that she had relocated her business activities so that she was operating out of a recently renovated barn unit based at Weeds Farm on the Oakley Road.
Whilst the business had been slow initially, the last 12 months have seen her become more established on the local events market, including the lucrative wedding
organiser and hosting market. NB explained that to help out with the administrative side of the business her sister-in-law, Caroline Ritchie (CR), was starting to get
involved and NB was paying her a nominal wage. CR, after having her second child, had decided that she did not want to return to work full-time. Apparently CR also has
a background in catering and events management and is interested in getting more involved in the wedding organising side of the business.
NB went on to explain that the owners of Weeds Farm, Edward and Elizabeth Gowns and their sons, had been diversifying their business interests so that they were less
reliant on arable farming. They have recently begun renovating a number of derelict buildings.
One of the first buildings to be renovated was an 18th century brick and timber barn (the Barn). Originally they had been planning to use this as a farm shop and café.
NB understands that the ownership of the Barn, together with other buildings that have subsequently been converted, was transferred to a discrete entity so that it was
kept separate from the farm itself. The Barn’s conversion was financed by a commercial loan secured against the building itself – NB understood that as most of the
work was undertaken by Edward and Andrew Gowns, the loan was predominately used to purchase building materials and other items needed for the renovation. Given its
relatively rural location and current inaccessibility (there is currently planning permission for a new access road to it), the Barn has a value of about £150,000.
Although the necessary alcohol and entertainments licenses have been obtained, the original business intention behind the conversion has not really got started. In
order to keep the building in use and to repay loans, Weeds Farm hired the building out for a number of events, parties and weddings.
NB has apparently been the main user of the Barn and has used it to host a number of small corporate awards events, bringing in external caterers and others to ensure
that they ran smoothly. She has already had some considerable interest in the venue being used for weddings and, with the consent of Weeds Farm, has taken bookings
through to October 2015. The potential popularity of the Barn has coincided with NB’s business growth, such that she initially discussed with Weeds Farm the
possibility of a joint arrangement whereby she would take over the running of the Barn. It now appears that discussions have moved on somewhat and Weeds Farm seem to
be proposing that NB’s business should be amalgamated with the entity owning the Barn.
I discussed with NB how this arrangement was intended to work. NB appeared a little confused as to the options that were being suggested by Weeds Farm. She was unclear
whether the intention was that the Barn would be transferred to another entity or whether she was in fact being invited to buy a stake in the entity owning the barn.
NB said that she was due to meet with Andrew Gowns, one of the sons who has been behind the conversion of the farm buildings, at the weekend and would see what more
she could establish. I suggested that we meet after that, but for NB to provide a copy of her current business accounts and I would undertake a search against Weeds
Farm Units Limited.
Time in attendance: 2 units.
From: nbennett@bennettsevents.co.uk
To: stacey.barlow@Bronstonsllp.com
Date: [Today]
Re: Weeds Farm
Dear Stacey
Thank you for your time this morning, it was lovely to catch up and to hear your family news.
As I explained, the intention is for me and Caroline to get more involved in the running of my business out of the Barn. Caroline also wants to get more hands-on with
the wedding organising side of things; from our brief chat I am inclined to think that we may want to split this aspect of the business away from everything else that
we are doing – I have had a couple of bad experiences with brides being difficult and asking me to contract with potential suppliers only for the bride to then change
her mind! This has the potential for cash-flow problems. Anyway, from the brief discussions that I have had with Weeds Farm, they are keen that the Barn’s activities
are self-contained. Can we discuss how I can remain involved with Caroline but also become involved with Weeds Farm without one affecting the other?
As requested, I have included my last set of accounts (Document 3); you will see that I have managed to keep quite a lot of the profit within the business which I was
planning to use to expand my activities a little more. It now seems that I have the ideal opportunity to do so.
I’ll be in touch once I’ve spoken to Andrew Gowns to confirm meeting up.
Kindest regards
Bennett’s Events
Planning and organising for all your needs!
Natasha Bennett
Trading and Profit & Loss Account
for the year ending 31 March 2014    Natasha Bennett
Balance sheet as at 31 March 2014
£    £            £    £    £
Sales        178,000    Employment of capital
Less cost of goods sold            Fixed assets        Cost    Dep’n    NBV
Opening stock    2,000        Equipment        16,000    2,800    13,200
Add Purchases    28,000        Vehicles         12,000    800    11,200
30,000                28,000    3,600    24,400
Less closing stock    (3,000)    (27,000)    Current Assets
Gross Profit        151,000    Stock         3,000
Trade debtors    15,000
Less Expenses            Less provision    (500)    14,500
Bad debt and provision    2,500        Pre-payment         500
Bank Interest    300        Cash at bank        42,900    60,900
Depreciation     1,800
Insurance     1,800        Less liabilities
Misc Expenses    1,900        Bank loan         10,600
Rates     3,500        Trade creditors        3,000
Utilities     1,700        HM Customs & Excise        1,300
Wages     22,300    (42,700)    Accrual         1,500    (16,400)    44,500
Net profit        108,300    Net Assets                68,900
Capital employed
Capital                5,600
Retained profit to 31 March 2014                 63,300
Calculation of retained profit to 31 March 2014
Retained profit at 1 April 2013                1,000
Net profit for the year                108,300
Drawings                 46,000
Retained profit to 31 March 2014                 63,300
Company Search
Name of Company    Weeds Farm Units Limited
Company Number    445699987
Company Type    Private company limited by shares
Previous Names    None
Registered Office    Weeds Farm, Oakley Road, Mumford, SW12 5RT
Date of Last Annual Return    N/A
Accounting Reference Date    1 August
Accounts    Last filed    Next due for period to    Overdue
N/A    1 August 2014     N/A
Current Directors and Secretary    Directors    Secretary
Edward Gowns
Andrew Gowns
Howard Gowns
Elizabeth Gowns
Mark Gowns    Elizabeth Gowns
Share Capital    Issued     Class     Amount paid up
£100,000    Ordinary £1    £0.25 per share
Shareholders    Name    Class    No. of shares
Edward Gowns
Andrew Gowns
Howard Gowns
Elizabeth Gowns
Mark Gowns    Ordinary £1
Ordinary £1
Ordinary £1
Ordinary £1
Ordinary £1    25,000
Undischarged Mortgages or Charges
Chargee     Date of charge    Amount secured    Description of Charge (including assets secured and whether there is a negative pledge)
Cotton Bank Plc registered on 1 November 2014, £60,000    Fixed and floating charge in favour of Cotton Bank Plc. The fixed charge is over Weeds Farm Conference and
Events Centre, Oakley Road, Mumford, SW12 5RT
Memorandum of Association
Standard, unamended
Articles of Association
Model Articles for private companies limited by shares    Amended November 2014 for inclusion of Special Article restricting member transfer of shares to family, trust
set up for the benefit of family members, a member’s personal representatives provided that by the will or law of intestacy the beneficial interest will devolve to a
member of the family of the deceased member, or another member.
Unusual documents    Yes/No    (Include copies)
Appointment of receiver/ administrator/ winding-up order    NO
Authority to allot shares under section 551 CA 2006    NO
Any other comments    NO
Report completed by:    JZE    Date: May 2014
Company Search
Name of Company    Bronston Shelf Co 059876 Limited
Company Number    HEQ2600015A
Company Type    Private company limited by shares
Date of Incorporation    11 April 2014
Previous Names    None
Registered Office    The Castle Gate, Mumford, SW12 2JR
Date of Last Annual Return    N/A
Accounting Reference Date    31 December
Accounts    Last filed    Next due for period to    Overdue
N/A    31 December 2014    N/A
Current Directors and Secretary    Directors    Secretary
Stacey Barlow
Susan Morris    Stacey Barlow
Share Capital    Issued     Class     Amount paid up
£2    Ordinary £2    £1 per share
Shareholders    Name    Class    No. of shares
Stacey Barlow
Susan Morris    Ordinary £1
Ordinary £1
Undischarged Mortgages or Charges
Chargee     Date of charge    Amount secured    Description of Charge (including assets secured and whether there is a negative pledge)
Memorandum of Association
Standard, unamended
Articles of Association
Model Articles for private companies limited by shares
Unusual documents    Yes/No    (Include copies)
Appointment of receiver/ administrator/ winding-up order    NO
Authority to allot shares under section 551 CA 2006    NO
Any other comments    NO
Report completed by:    JZE    Date: May 2014
This is the second piece of coursework in the module. It is worth 60% of the module.
MAXIMUM 3,600 WORDS (excludes footnotes, references, bibliography and attachments, graphs, images and addendums)
Hand-in Deadline: Between 9am Monday 23 March 2015 and 4pm Friday 27 March 2015
Hand-in Process: Through Blackboard TurnitIn ONLY. The first page of the coursework must be the completed assignment FRONT SHEET which is made available to students
within the module assessment folder on blackboard as well as in the module handbook.
Referencing: Students must utilise Harvard Style of referencing.
Learning Outcomes to be achieved:
After completing the module the student should be able to:
•    Identify and critically compare the main business organisational structures within England and Wales in terms of legal personality, status, formation and
administrative requirements
•    Research and analyse the decision making processes within various organisations and critically assess the legal requirements surrounding such processes
•    Demonstrate through oral presentation, reasoning skills and the ability to apply to a realistic scenario, company law principles.
•    Appraise the concept of corporate governance and its importance, appreciating the role of the Companies Acts and precedents in creating a legal system for
•    Examine the various duties, rights and forms of liability within the business context
Grading/ Marking Criteria: Students are requested to familiarise themselves with the criteria. The document is located within the module assessment folder on
blackboard as well as at the end of this document.
Weeds Farm Units Limited
Question 1
Natasha Bennett has confirmed that her investment in the Barn with Weeds Farm will be in Weeds Farm Units Limited (‘WFU’). This investment is to be treated as separate
and distinct from her investment in Bennett & Ritchie Weddings Limited. Natasha has confirmed that the only asset held by WFU is the Barn.
The following additional information has also been provided:
•    Director: Natasha Bennett will be appointed a director of WFU and will be awarded a fixed-term service contract of a minimum period of three years.
•    Assets: WFU’s most recent audited accounts show it has net assets of £85,000. Following her appointment as a director of WFU, Natasha Bennett will transfer
assets (equipment and vehicles worth approximately £20,000) in exchange for 20,000 fully paid ordinary shares of £1 each in WFU.
Advise Natasha Bennett with regard to the following issues:
(a) what documents and formalities will be required to comply with the Companies Act 2006 in respect of her appointment as a director, including the award of her
service contract.
(25 marks)
(b) the transfer by Natasha of her assets to WFU.
(25 marks)
(Total: 50 marks)
Question 2
Following discussions with Andrew Gowns, it transpires that Edward Gowns has been suffering from stress and has consequently been neglecting his duties both in the
day-to-day running of the farm and in relation to WFU. Unbeknown to the other directors of WFU, Edward has failed to arrange payment of a number of suppliers of
materials used to renovate the Barn. These creditors are now pressing WFU for payment and in the last five days WFU has been served with statutory demands by two of
them for payment of £1,000 and £1,500 respectively. WFU may not have sufficient funds to settle all its current creditors’ claims. Andrew has called an emergency
meeting of the Board of WFU to discuss the consequences of failing to pay outstanding invoices.
In addition, Edward’s personal finances are also in a precarious state and his personal creditors are pushing for payment of debts.
Advise WFU with regard to the following issues:
(a) the liability of the directors to contribute to the assets of WFU in the event that WFU is unable to pay its trade creditors.
(30 marks)
•    (b) the effect on Edward’s position as a director if he were made bankrupt.
(20 marks)
(Total: 50 marks)
Module Title    Module Number    JACS Subject Code(s) and % of each subject     ASC Category(ies)
Business Structures & Regulations    BHL6006    M221    8
Level (0 – M)    Credits    ECTS    Module Value    %  Taught in Welsh    Module Type
6    20    10    2.0    0     Taught
Teaching Period    Pre-requisites
Terms 1,2 &3    None
Module Leader    School(s)    Campus
Mayo Win-Pe    Cardiff School of Management    Llandaff
Assessment Methods
Assessment Type    Duration/Length of
Assessment Type    Weighting of Assessment    Approximate Date of
Coursework     2,400    40%    December- March
Case study    3,600    60%    April
The aim of this module is to explore the nature of business structures, with particular emphasis on corporate organisations, and to consider the internal and external
regulations in place.  Students will be introduced to the different business structures and will be asked to consider the specific advantages and disadvantages of
each.  The module will explore the role of directors and their relationship with shareholders.  Consideration will be given to the role the law plays, through the
Companies Acts and through legal precedent in regulating, guiding and punishing the behaviour of companies.
Learning Outcomes
After completing the module the student should be able to:
•    Identify and critically compare the main business organisational structures within England and Wales in terms of legal personality, status, formation and
administrative requirements
•    Research and analyse the decision making processes within various organisations and critically assess the legal requirements surrounding such processes
•     Demonstrate through oral presentation, reasoning skills and the ability to apply to a realistic scenario, company law principles.
•    Appraise the concept of corporate governance and its importance, appreciating the role of the Companies Acts and precedents in creating a legal system for
•    Examine the various duties, rights and forms of liability within the business context
Learning and Teaching Delivery Methods
Learning  24 Hrs
Tutorials / seminars / workshops 24 Hrs
Independent Study 152 Hrs
Total hours 200 Hrs
Indicative Content
•    Business structures and characteristics
•    Incorporation
•    Directors’ duties and liabilities
•    The role of the board of Directors
•    Shareholders, shares and voting
•    Takeovers
•    Securities, debt and finance
•    Corporate governance
•    Corporate crime and the corporate veil
•    Audit and account
•    Insolvency, winding up and creditors
Recommended Reading & Required Reading
Required Reading
Dignam & Lowry (2014) Company Law, 8th ed., Oxford University Press, Oxford
Recommended Reading
Davies (2008), Gower and Davies Principles of Modern Company Law, 8th Ed,
Sweet & Maxwell
Hannigan ( 2009), Company law 2nd Ed , Oxford University Press
Mayson, S. French, D.  & Ryan, C. (2013-14) Company Law , Oxford University Press
Ervine, C. (2009-2010)  Core Statutes on Company Law, Palgrave Macmillan
Hicks & Goo (2008) Cases and Materials on Company Law Oxford University Press
Ridley, A. (2009), Key Facts: Company Law, Hodder Education
Morse, G. (2006), Partnership Law, Oxford University Press
Database – Westlaw – Vital resource for weekly study of statutory provisions (Companies Act 2006 alone runs into several hundred pages!) and digest of all case law on
the subject matter going back over 100 years!
Business Law Review
New Law Journal
Solicitors Journal
Web Resources
The National Archives website includes the text of all United Kingdom legislation. For Acts of Parliament, some updating has been done to incorporate amendments made
since enactment, but only amendments in force up to the end of 2002 have been dealt with in full. Statutory instruments are shown only in the form in which they were
originally enacted.
The Companies House site gives practical information about the registration of companies and filing returns.
The European Union’s EUR-Lex site includes the text of all EU legislation, much of it in consolidated form incorporating all amendments.
The full text of the FSA Handbook is here, including the listing rules (LR), prospectus rules (PR), and the disclosure rules and transparency rules (DTR).
The Takeover Panel site includes the text of the City Code on Takeovers and Mergers.
The Financial Reporting Council’s website includes the texts of accounting standards (FRSs and SSAPs), the ASB’s newsletter, Inside Track, APB Ethical Standards for
Auditors, and auditing standards.
Company Law Club (contains free information and company registration service plus access to primary and delegated legislation and source of free newsletters and
announcements of updates to company law – requires name / email address and password): www.companylawclub.co.uk
Department of Enterprise, Trade and Investment (includes access to Companies Registry): www.detini.gov.uk
Insolvency service: www.insolvency.gov.uk
Office of Fair Trading: www.oft.gov.uk
Office of Public Information: www.opsi.gov.uk
Access to Specialist Requirements
Module Number: BHL6006    Term: YR     Module Title: Business Structures and Regulations
Module Leader: MAYO WIN-PE
Assignment Due Date:
In relation to each of the set assessment criteria, please identify the areas in which you feel you have strengths and those in which you need to improve.  Provide
evidence to support your self-assessment with reference to the content of your assignment.
I certify that this assignment is a result of my own work and that all sources have been acknowledged:
Signed:___________________________________  Date_______________________
(based on assignment criteria, key skills and learning outcomes)
C1__________ C2_______________ C3______________C4____________
Cardiff School of Management
70+ (A)    60-69 (B)    50-59 (C)     40-49 (D)    35-39 (E)    BELOW 35 (FAIL)
Demonstration of legal knowledge and understanding
Have I demonstrated my understanding of the salient legal points raised by the topic?  Have I applied my knowledge appropriately to the question?
Detailed, accurate, and relevant. Key points highlighted. Demonstrates systematic understanding of all key aspects of topic and excellent breadth and depth of
knowledge.  Appreciating any ambiguities in the area of legal study.
Strong ability to apply legal knowledge to the key issues of the task
Detailed, accurate, relevant.
Shows thorough understanding of key aspects of topic.
Discussion of more complex legal issues often tackled successfully
Sound knowledge and understanding of key topics. May be a tendency to reproduce information received from elsewhere (e.g. programme materials). A few errors or
misconceptions may be present, but not in important areas.
Some evidence of ability to apply core legal principles.
Demonstrates basic knowledge and understanding, Reproducing information is a frequent feature.
Errors or misconceptions will be evident but outweighed by the overall understanding.
Limited knowledge, with many errors misconceptions, and gaps.
Extremely limited with significant errors and gaps
Critical analysis, development of legal argument and use of authority to support reasoning
Are the points that I have made well reasoned and supported by reference to legal authority?
Have I shown appreciation of alternative perspectives and identified possible flaws in arguments, counter-arguments and defences where appropriate?
Have I evaluated the arguments and provided reasons or evidence for my conclusion or advice?
Analytical and clear conclusions well grounded in legal doctrine  and authority, possibly showing development of new and innovative solutions to legal problems
Key points supported with legal authority, and alternative perspectives are critically evaluated.
Comments perceptively on the application of legal authority to practical problems
Able to undertake detailed legal analysis,
Good development of arguments which are substantiated
Most points illustrated with relevant evidence.
Good  evidence of evaluation and ability to make appropriate judgments
At times demonstrates an ability to undertake analysis.
Evidence of findings and conclusions usually grounded in appropriate legal authority. Arguments usually substantiated.
Some over reliance on description and factual presentation
Fairly superficial and generally derivative, balance of work is in favour of description and factual presentation.
Some evidence mentioned, but not generally integrated into the work or evaluated, although there may be some limited attempt at legal analysis and evaluation.
Largely descriptive, any arguments are rarely substantiated with legal authority.
There may be some attempt to present legal arguments and solutions but the outcomes may be naive, simplistic or unconvincing.
Little or no evidence of being able to undertake analysis.
Fails to identify or evaluate different perspectives or arguments
Inconclusive or lacks an appropriate conclusion
Research and use of legal sources. Accurate referencing
Have I synthesised information from primary and secondary sources and have I identified and used material which is relevant to the task and referenced it accurately?
Wide variety of sources used extending well beyond programme  material, showing strong ability to synthesise
Academic and textbook referencing clear, relevant and consistently accurate using the Harvard system.
Material from a variety of sources used extending beyond those sources provided, demonstrating some synthesis of information.
Referencing relevant and mostly accurate using Harvard system
Tendency to rely on core materials and information provided by tutors although evidence of some individual reading.
Minor inconsistencies and inaccuracies in referencing using Harvard system.
Over-reliance on materials provided by tutor. Little or no evidence of reading around the subject.
Referencing present but contains inconsistencies and some inaccuracies, overall Harvard system used.
Referencing frequently  inaccurate
Harvard system may be incorrectly used
No evidence that any reading of the subject matter/ around the subject matter was undertaken
No referencing used at all or frequently inaccurate
Communication of ideas
Is the language that I have used professional and is it clear and succinct?  Are my arguments well structured?
In written work, is my use of grammar and my spelling accurate?
Rigorously argued, logical, easy to follow. Obvious and well defined structure.
Demonstrates a strong ability to communicate information and complex ideas in a coherent and succinct manner.
The standard of presentation is high with correct use of grammar and accurate spelling.
Generally clearly argued and logical.  Key points appropriately organised and dealt with systematically.
The ability to communicate information and ideas clearly and succinctly is good, with very few spelling or grammatical errors.
Overall the format and structure are appropriate but the work may not always clear or logical.
There may be occasional faults in the presentation of the work but overall these do not detract from the clarity of expression.
Key points may not be logically sequenced.
Arguments may be underdeveloped and not entirely clear.
Although there will be faults in the work generally the language and meaning is still clear.
Muddled, faults in structure mar the clarity of expression
Inaccuracies in spelling and grammar are apparent.
No structure apparent throughout.  Incoherent.
Frequent faults in presentation make the work unclear and difficult to follow.

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