DEPARTMENT OF COMMERCIAL AND INDUSTRIAL LAW

Students offering this course must have studied company law or the law of business association at the LL.B. level. The course will concentrate on how collective undertakings of all sorts are organized, funded, and governed. It will examine the structure and characteristics of both domestic and multinational or transnational corporations and the legal issues of their control and accountability. Relevance of the corporate identity and the ultra vires principles; administrators, managers and shareholders, hierarchy within the corporation. The application of fiduciary principles in efforts to control the behaviour of corporate insiders.

The programme is designed to give the student a deeper understanding of selected topics in the general law of employment to enable him cope with the continually rising problems involved in public and private employment. Accordingly, the study of Labour Law at the undergraduate level is a prerequisite if a student is to derive maximum benefit from the course.

• Common and Private Carrier • P. O.K. Contracts • F.O.T. Contracts • C.I.F. Contracts • F. A. S. Contracts • Charter Parties • Bills of Lading • Air Consignment Notes Consignor's Rights and Obligations.

Nature of Business Taxation: Classification; Company Taxation - Nature and Sources Company, Tax Construction of tax Statutes. The Charge of Income Tax - Definition of Income, Foreign Income; Profits Chargeable: Meaning of Trade ; Meaning of Business: Rent Protection Dividends Interest; Discounts, Charge Annuities; Other Annual Profit, Undistributed Profit; Exempted Profits; Artificial. Transactions; Income from Investment of Pensions. Basis of Taxation, e.g. the territorial Sources of profits; Distribution - Recipients of the Distribution(s) Individual Shareholder; the Recipient Company. Computation of profits - receipts; capital or revenue receipts; Non-profit making dispositions of trading stock, sums payable, stock in trade and works in progress; trading expenses allowed; wholly and exclusively incurred; deductions not allowed; bad debts, capital expenses; the ascertainment of assessable profits; the basis period ; accounting year and accounting data; new trades and business, cessation of trade or business. Capital allowance-qualifying expenditure, machinery and plant; first year allowance; annual allowance; balancing allowance; balancing charges; special cases; leases, hire- purchases. Losses of trade/business, pioneer companies; reconstituted companies.

Aims and Objective:- the law of industrial and intellectual property embraces patents, trademarks, copy right and designs. It deals mainly with the protection of inventions, trademark and activities, published and unpublished materials in the literary, dramatic and musical works. (i) Introduction - general survey of forms of industrial and intellectual property: a need for protection, nature of protection; comparative advantages of each form of protection. (ii) Copyright - international conventions — main works protected, viz; unpublished works, literary works, dramatic and musical works, artistic works, sound and T.V. broadcast - ownership or copyright viz; authorship, joint authorship, commission works, employee's works, assignment, licenses - infringement of copyright, remedies for infringement: copyright, and the press.

Legal issues of control and accountability, ministerial control of public corporation powers of appointment and dismissal of board members, power to make rules and issue general directions and powers to grant or withhold consent in special cases. Attention will be given to such domestic corporations as small private or large limited liability companies; finance houses such as the banks and insurance companies; universities; hospitals, the role of corporations in society as reflected in statutes an judicial decisions.

Legal status of trade union; relationship between union and members; the rule book. Industrial conflict - collective bargaining agreement; the right to strike; the role of industrial arbitration and panel and national industrial court; ministerial role in industrial peace-making. Industrial democracy: basic concept and objectives; attendant problems of reconciling the conflict between the concept and the principles of contract. Economic torts - conspiracy; intimidation, inducing breach of contract; picketing.

• Common law and statutory duties and liabilities of carriers • Rights of carriers • Loading, discharge and delivery of goods • Exclusion of carrier's liability • General average • Demurrage and freight • Claims for non-delivery, mix delivery, and loss.

(i). Relief from income tax: Introduction- reliefs for civil war damages. Pioneer companies relief, Common wealth income tax relief. Double taxation relief. (ii) Oil company taxation — petroleum profits tax: ascertainment chargeable profits: capital allowances; persons chargeable; administration of petroleum profit tax (iii). Capital gains tax - history; meaning of capital gains tax; chargeable assets; disposal of assets; exemptions from capital gains tax. Computation of capital gains (iv) Taxation of groups and consortia; close companies definition; consequences of close company status; extended meaning of distribution; loans to participators.

• Trade Marks • Patents

This is required of all candidates for the degree of Master of Laws in the Department. The Thesis may be written in one field of Law or where the need arises, the essay may straddle several fields of law or a field of law and an area in the Social Sciences or Humanities