BUSINESS LAW

Semester……………………………………………Fall 2023
Instructor…………………………………………..Rashad Yusifov
E-mail………………………………………………[email protected]
COURSE DESCRIPTION AND GOALS
The main goals of this course are
 To develop an understanding of the general legal framework in which business takes place
and of specific legal areas relating to business, but
 To recognize the need to seek further specialist legal advice where necessary
The course is not designed to turn the student/you into a legal expert. Instead you will be a well-
informed professional accountant/specialist who appreciates the legal issues of doing business but
who recognizes the boundaries of their legal knowledge and therefore the point at which
professional legal expertise must be sought. The sequence of the syllabus and study guide takes
you through the main areas of what you need to know.

№ Subject Description

- Law and Business

1 Introduction to busines law - Essential elements of legal systems
- Types legal systems
- Agency Law
2 Agency Relationships - Duties of Agents and Principles
- Authorities
- Sole Proprietorship
3 Business Formations - Partnership & LLC
- Corporation
- Investor Protection
4 Financing and Corporate Governance - Insider Trading
- Corporate Governance

- Nature and Classification

5 Contracts - Capacity and Legality
- Breach
- Sources of Law
6 Doing Business in Azerbaijan - Introduction to the Civil Law
- Legal Entities
Questions

Score for
Topic
s/s the Question
(Chapters)
question
1 01 5 points What Is Law?
2 01 20 points What are the functions of law?
3 01 10 points Civil and Criminal Law and key distinctions?
4 01 10 points What are the sources of law in the USA?
01 Key differences of substantive and procedural law. You are
5 10 points
free just to bring in any case and outline the difference
6 01 5 points Key differences over common and civil law legal systems
Explain commonly accepted separation of powers (division
7 01 5 points
of government branches)
8 02 10 points What is an agency relationship?
9 02 10 points Employment vs Independent Contractor relationship?
10 02 20 points Key Elements of Employee Status?
02 Can An incompetent person validly be a principle and
11 5 points
appoint an agent? Please explain why?
12 02 5 points Can the agency relationship be created for illegal purposes?
13 02 10 points Can the agency relationship be gratuitous?
02 If the agreement between Agent and Principal is silent about
14 10 points the compensation is an agent has the right to the
compensation and to what degree? (Under the US law)
15 02 5 points Should agency relationship be oral or in writing?
16 02 5 points Please explain key duties of an agent
17 02 5 points Please explain key duties of principal
18 02 10 points What is actual authority of an agent?
19 02 10 points What is an emergency authority of an agent?
20 02 20 points What is an apparent authority of an agent?
21 02 5 points What is a ratified authority?
22 02 5 points How agency relationship is terminated?
03 What advantages and disadvantages are associated with the
23 10 points
sole proprietorship?
24 03 10 points What are the three essential elements of a partnership?
03 What advantages do limited liability partnerships offer to
25 20 points businesspersons that are not offered by general
partnerships?
03 What are the key differences between the rights and
26 5 points
liabilities of general partners and those of limited partners?
27 03 10 points Tax Treatment of Partnerships
28 03 10 points Duties and Liabilities of Partners in Partnerships
29 03 10 points Definition and nature of LLC
30 03 20 points Advantages and disadvantages of the LLC
31 03 5 points What are the liabilities of the corporation’s shareholders?
32 03 20 points What is a dividend and retained earnings
33 03 10 points General approach to the taxation of corporations
34 03 10 points Differences of private and public corporations
35 03 5 points What are close corporations?
Midterm
exam
What four steps are involved in bringing a corporation into
36 03 10 points
existence in the US?
37 03 5 points Key options of corporate financing in the US
2
 03 What are the duties of corporate directors and officers in
38 10 points
corporations?
03 Business Judgment Rule in corporate management and 3
39 20 points
main elements of it
40 03 20 points What is a S Corporation and what are the main differences?
41 03 5 points What is a voting proxy in corporations?
42 03 5 points What is a shareholder’s meeting
43 04 5 points What Is a Security and why securities are being regulated
04 Explain investment contracts and Howey test under the US
44 20 points
law
45 04 10 points What is insider trading? Why is it prohibited?
What certification requirements does the Sarbanes-Oxley
46 04 20 points
Act impose on corporate executives?
47 04 5 points What is Prospectus under the Securities Law
48 04 10 points What is meant by Corporate Governance of corporations
49 05 10 points What is a contract
What are the four basic elements necessary to the formation
50 05 20 points
of a valid contract?
What is the difference between express and implied
51 05 5 points
contracts?
What is the difference between express and implied
52 05 5 points
contracts?
53 05 10 points What is a Voidable Contract
54 05 10 points What are the sources of contract law in the US
55 05 20 points What three elements are necessary for an effective offer?
56 05 5 points What elements are necessary for an effective acceptance?
57 05 5 points What are the two elements of consideration of the contract?
05 In what circumstances might a promise be enforced despite
58 10 points
a lack of consideration in the contracts?
05 What are the consequences of entering an illegal
59 10 points
agreement?
05 Explain four broad categories of damages as per the US
60 20 points
contract law
61 06 5 points Sources of Civil Law in Azerbaijan.
When Legal capacity for a natural/physical person arises and
62 06 5 points
terminates
When the full civil legal capacity of a natural/ physical person
63 06 5 points
begins in its full
64 06 5 points Types of legal entities (in terms of generating profits)
65 06 10 points Who approves charter of a legal entity
When a legal entity in Azerbaijan acquires its full capacity
66 06 5 points
(rights and duties)?
Are the branches and representative offices considered legal
67 06 5 points
entities
68 06 10 points When a legal entity may be declared bankrupt
69 06 10 points Who makes the decision to declare legal entity bankrupt
What are the laws on grounds and order of declaring legal
70 06 20 points
entity bankrupt by the the court
71 06 5 points Liabilities of Participants of LLC in Azerbaijan
Which body/organ of LLC in Azerbaijan decides to distribute
72 06 5 points
net profit to the participants
73 06 10 points What is supreme superior body of a LLC in Azerbaijan?
In accordance with what Executive Authorities of LLC act
74 06 10 points
and make decisions?
75 06 20 points To what extent shareholders of joint stock company will be
3
liable for the liabilities of the JSC