CAMBODIAN BUSINESS LAW (LAWS 401)

OVERVIEW

1. COURSE DESCRIPTION

Cambodian Business Law is divided into several crucial areas. The syllabus begins with a general overview of the Cambodian legal system, including political institutions and their powers, as well as the judicial system. It then covers a detailed analysis of laws and regulations specific to the formation, financing, management, and the lifecycle of companies. The commercial dispute resolution also forms a part. The syllabus then explains the characteristics of juristic persons and presents fundamental aspects of the contract law as they apply to transactions of both commercial and civil nature. Matters pertinent to labor law– different types of employment contracts, employee benefits, termination issues, and labor disputes–are treated in detail. Finally, the course covers the insolvency process and shows how property and security rights are created and protected, followed by a brief presentation of the IPO process.

2. REASON FOR THE COURSE

This Law course provides students with a good understanding of the legal and judicial systems in Cambodia as well as relevant areas related to contracts, company formation, corporate governance and employment issues.

3. STUDY HOURS

4. ROLE IN CURRICULUM

Prerequisites:
There are no prerequisites for this course, but students are encouraged to study in the sequence shown above.

SKILLS

  • COURSE LEARNING OUTCOMES (CLO)
  • ASSESSMENT AND GRADING
  • TEACHING METHODS
  • STUDY PLAN
  • TEXTBOOKS AND REFERENCES

5. COURSE LEARNING OUTCOMES (CLO)

On successful completion of this course, students will be able to:

Knowledge Level of
Learning		 Related PLO
Explain the Legal System and Various Rules (CK1)
Explain the essential elements of the legal/judicial system and important rules pertaining to contract law, company law and employment law.		 Understand PC3
Cognitive Skills Level of
Learning		 Related PLO
Register a new company through simulation (CC1)
Register a new company through simulation applying appropriate legal rules relating to different forms of commercial enterprises.		 Apply PK3
Prepare different types of Board Resolution (CC2)
Prepare different types of Board Resolutions and the reasons thereof.
 Create PK3
Prepare employment contracts (CC3)
Prepare employment contracts.		 Create PK3
Write a research paper on a chosen topic of law (CC4)
Write a research paper on a topic relevant to company law or labor law or insolvency law.		 Create PK3
Communication, Information Technology, and Numerical Skills Level of
Learning		 Related PLO
(None)    
Interpersonal Skills and Responsibilities Level of
Learning		 Related PLO
Apply Director’s Duty of Care (CIP1)
Use corporate governance theories to discharge director’s duty in a team setting (Board of Directors)		 Apply PIP1

6. ASSESSMENT AND GRADING

Grades will be determined based on the following assessments and score allocations:

SKILL Assessment Skill Weighting for Grade
Quiz Assignments Simulation Research paper Final Exam
Explain the Legal System and Various Rules (CK1) 25% 25%     50% 20%
Register a new company through simulation (CC1)     100%     20%
Prepare different types of Board Resolution (CC2)   50%     50% 10%
Prepare employment contracts (CC3) 25% 25%     50% 20%
Write a research paper on a chosen topic of law (CC4)       100%   20%
Apply Director’s Duty of Care (CIP1) 25% 25%     50% 10%

7. TEACHING METHODS

This Law course uses lectures, simulation, research, in-class group work and individual work. Approximately half of the class time will be presentations and questioning from the lecturer, with the other half of the class for in-class exercises, a research project and simulation work.

Simulation work

When the website has been set up for simulation, students will perform the following works:

  1. Prepare mock Articles of Incorporation for an imagined company
  2. Fill out the information online using the mock simulation website

Research paper

The following rules apply to the research project:

Work Group: Group (between 5 to 7 students per group)
Final product: A written paper (APA format) and presentation
Language: English
Description:

Student groups produce a research paper on one of the topics
relevant to Cambodian Business Law, including but not limited to:

  1. Any issues related to Employment Law, or
  2. Any issues related to Company Law or Business Operations, or
  3. Any Issues related to Insolvency Law in Cambodia, or
  4. Any issues related to Listed Companies.

The instructor may employ any methods s/he thinks fit and assign students to produce the final product accordingly. Assignment Rubric

8. STUDY PLAN

The course targets the 50 lessons in the study plan below. Each lesson is 1.5 class hours each; there are a total of 75 class hours.  The study plan below describes the learning outcome for each lesson, described in terms of what the student should be able to do at the end of the lesson.  Readings should be done by students as preparation before the start of each class.  Implementation of this study plan may vary depending on the progress and needs of students.

   Lesson Learning Outcomes Teaching and Learning Activities, Assessment
1

Introduction to Course of Cambodian Business Law 

  1. Describe the lecturer profile.
  2. Show the vision of CamEd Business School which  relates to Business Law.
  3. Introducing the Basic Cambodian Business. ( CK1)
 Students receive course guideline for the whole semester
2

Essential Elements of the Legal System (1)

  1. Describe the types of legal system
  2. Classify main laws and specific laws.
  3. Explain the hierarchy of law.
  4. Describe the effect of law. (CK1)
 Lecture, discussion
Students do assignment in group outside class
3

Essential Elements of the Legal System (2)

  1. Describe the procedures of making law,
  2. Analyze the effectiveness of public power in Cambodia. (CC2)
 Lecture, discussion
Students do assignment in group outside class
4

Essential Elements of the Legal System (3)

  1. Describe the procedures of making law.
  2. Analyze the effectiveness of public power in Cambodia.( CC2)
 Lecture, discussion
Students do assignment in group outside class
5

Essential Elements of the Legal System (4)

  1. Describe the types of disputes.
  2. Show the way disputes to be resolved. (CK1)
 Lecture, discussion, Quiz
Students do assignment in group outside class
6

Legal Personality of Company (1)

  1. Explain the meaning of legal personality.
  2. Show the existence of legal personality with regard to fetus.
  3. Explain the meaning of the company.
  4. Explain the legal existence of the company. (CK1)

Lecture, discussion, group work, and student presentation.

Students do assignment in group outside class
7

Legal Personality of Company (2) 

  1. Show the importance of the legal existence of the company.
  2. Describe the types of juristic persons.
  3. List necessary things for company registration criteria. (CC1)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
8

Legal Personality of Company (3)

  1. Show the possibility of having Cambodian nationality of a company.
  2. Explain the existence of rights and obligations of a company.
  3. Develop a case study with regard to the increase of funds to develop a company. (CC1)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
9

Formation and Constitution of Companies (1)

  1. Show the way to form and register limited and   unlimited liability incorporated associations.
  2. Modify the by-law of a limited and unlimited liability incorporated associations,
  3. Demonstrate the possibility to expel a member of a company.(CC1)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
10

Formation and Constitution of Companies (2)

  1. Show the way to form and register incorporated foundations.
  2. Describe the supplementation of by-law,
  3. Generate ideas for business debate,
  4. Use reasoning and logical ideas to debate. (CC2)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
11

Contract (1) 

  1. Describe the formation of a contract.
  2. Show the effect of the offer with the acceptance period.
  3. Address the effect of the offer with no acceptance period.
  4. Explain the consequence of delayed acceptance. (CK1)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
 12

Contract (2) 

  1. Explain the acceptance with modification of the offer.
  2. Show the effect of revocation of an offer made to an unspecified party.
  3. Show the defective declaration of intention.
  4. Develop examples of mistakes in making a contract. (CK1)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
 13

Contract (3)

  1. Explain the meaning of agency.
  2. Show the impact of agency without authorization.
  3. Explain the effect of loans for consumption. (CK1)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
14

Contract (4)

  1. Explain the lease contract.
  2. Differentiate between the mandate and agency.
  3. Identify the works contract and employment contract.(CK1)

Lecture, discussion, group work, student presentation, quiz

Students do assignment in group outside class
 15

Labor Law (1) 

  1. Describe the scope of the 1997 Labor Law.
  2. Describe the types of workers.
  3. Demonstrate the relevant needs of enterprises or establishment.(CC2)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
 16

Labor Law (2) 

  1. Demonstrate the importance of the employment regulation.
  2. Compare the type of employment contracts.
  3. Prepare an employment contract,
  4. Explain the possibility of contract suspension and termination. (CC2)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
17

Labor Law (3) 

  1. Calculate the wage of workers, Calculate the wage concerning employment contract.(CC2)

Lecture, discussion, group work and student presentation.

Students do assignment in group outside class
18

Labor Law (4) 

  1. Describe Social Security Fund.
  2. Show the way of labor dispute resolution, Explain the rights to form a trade union. (CC2)

Lecture, discussion, group work, student presentation, Quiz

Students do assignment in group outside class
 19

Property (1) 

  1. Explain the concept of ownership.
  2. Show the reason of land privatization.
  3. Describe the institutional reform for land management. (CK1)
 Students do assignment in group out
Lecture, discussion, group work, student presentation side class
 20

Property (2)

  1. Explain the importance of mortgage.
  2. Describe the process of putting immovable property in mortgage. (CK1)

Lecture, discussion, group work, and student presentation.

Students do assignment in group outside class
21

Property (3) 

  1. Explain the meaning of antichresis.
  2. Instruct how to put immovable property in antichresis. (CK6)
 Lecture, discussion, group work & student presentation.
 22

Property (4) 

  1. Define the specific types of contracts with regard to transfer of immovable property.
  2. Calculate the stamp duties with regard to transfer of immovable property.( CK1)

Lecture, discussion, group work and student presentation.

Students prepare and rehearse presentation for mock conference by themselves outside class
 23

Property (5) 

  1. Describe the application process of construction permits.
  2. Explain the concept of co-ownership.
  3. Demonstrate the management process of co-owned buildings. ( CK1)

Lecture, discussion, group work and student presentation.

Students prepare and rehearse presentation for mock conference
 24

Property (6) 

  1. Describe the possible way of running housing development business.
  2. Make a business plan with regard to housing development projects. ( CK1)

Lecture, discussion, group work and student presentation, Quiz

Students prepare and rehearse presentation for mock conference
 

Midterm 

  1. Review all important points already learned.
  Students take a midterm exam
 25

Mock conference (1)

  1. Present the research paper.
  2. Respond to the questions in appropriate way. (CC4)

Students submit the draft of assignment for mock conference

Students present the draft of assignment for feedback
26

Mock conference (2)

  1. Present the research paper.
  2. Respond to the questions in appropriate way. (CC4)
 Students present the draft of assignment for feedback
27

Common feedback on assignment

  1. Revise the writing in accordance with the feedback raised.
  2. Resolve the problem when facing. (CC4)

Students receive the common feedback to develop their assignment

Students discuss the case given by the lecturer in the whole class.
28

Law on Commercial Enterprises (1) 

  1. Prepare the registration for the partnership and company.
  2. Identify the name of a company.(CC1)

Lecture, discussion, group
work and student presentation.

Students revise assignments outside class.

Students’ role play
29

Law on Commercial Enterprises (2) 

  1.  Define the partnership.
  2. Describe the relations between partners. (CK1)

Lecture, discussion, group
work and student presentation.

Students revise
assignment outside class.
 30

Law on Commercial Enterprises (3)

  1. Describe the characteristics of limited partnership.
  2. Demonstrate the importance of a company. (CK1)

Lecture, discussion, group
work and student presentation.

Students revise assignment outside class.
 31

Law on Investment (1) 

  1. Explain the role of the council for the development of Cambodia. (CK1)

Lecture, discussion, group
work and student presentation.

Students revise assignment outside class
 32

Law on Investment (2) 

  1. Demonstrate the solutions when the investment involves disputes.
  2. Describe the investment activities prohibited by law.
  3. Analyze the impact of investment which does not comply with law.(CK1)

Lecture, discussion, group
work and student presentation.

Students revise assignment outside class
 33

Law on Investment (3) 

  1. Describe the structure of CDC.
  2. Develop a case for an investment project.         (CC4)

Lecture, discussion,
group work, student role play, Quiz

Students revise assignment outside class
 34

Status of Companies (1) 

  1. Illustrate the meaning of receiver and receiver manager.
  2. Explain the possibility of calling a general meeting.
  3. Analyze the impact of meetings held by shareholders. (CK1)

Lecture, discussion, group work and student presentation.

Students revise assignment outside class
 35

Status of Companies (2) 

  1. Describe the process of notice of meeting.
  2. Explain the quorum of the meeting.
  3. Analyze the impact of proxy. 
  4. Analyze the impact of merger of companies. (CK1)

Lecture, discussion, group work, Quiz
and student presentation.

Students revise assignment
outside class
 36

Status of Companies (3) 

  1. Explain the type of trading activities.
  2. Demonstrate the process of legal compliance with regard to business start up. (CC1)

Lecture, discussion, group
work, student presentation, Quiz

Students revise assignment
outside class
 37

Management, Capital & Financing of Companies (1) 

  1. Explain the importance of shares and dividends.
  2. Analyze the special rights and restrictions to the shares. (CK1)

Lecture, discussion, group work
and student presentation.

Students revise assignment
outside class.
 38

Management, Capital & Financing of Companies (2)

  1. Demonstrate the possible ways of financing companies. (CC1)

Lecture, discussion, group work
and student presentation.

Students revise assignment
outside class.
 39

Corporate Governance and Ethics (1) 

  1. Describe the characteristics of corporate governance.
  2. Demonstrate the effect of dissent of directors.(CC2)

Lecture, discussion, group work
and student presentation.

Students submit the final assignment and prepare assignment presentations outside class.
 40

Corporate Governance and Ethics (2) 

  1. Describe the duties of directors.
  2. Explain the importance of business ethics.
  3. Analyze the impact of ethics on business. (C1P1)
 Lecture, discussion, group work
and student presentation.
 41

Dispute Resolutions and Insolvency (1) 

  1. Overview of commercial enterprises in Cambodia.
  2. Explain the process of insolvency. (CK1)

Lecture, discussion, group work
and student presentation.

Students prepare assignment presentation outside class
 42

Dispute Resolutions and Insolvency (2) 

  1. Show the possible dispute resolutions by various means other than court system.
  2. Analyze the impact of court system on economy. (CC2)

Lecture, discussion, group work and student presentation.

Students prepare
assignment presentation outside class
 43

Other Relevant Laws 

  1. Describe some laws relevant to Cambodian Business Law. (CK1)

Lecture, discussion, group work, Quiz
and student presentation.

Students submit the final assignment and prepare assignment presentations outside class.
44

Assignment Presentation (1) 

  1. Present the research result. (CC4)

Students submit the final assignment and prepare assignment presentation outside class

Students present the assignment
45

Assignment Presentation (2) 

  1. Present the research result. (CC4)
 Students present the assignment
46

Assignment Presentation (3) 

  1. Present the research result. (CC4)
 Students present the assignment
47

Review session (1)

  1. Recall important points (CK1)
 Students discuss what they have learned
48

Review session (2)

  1. Recall important points (CK1)
 Students discuss what they have learned
49

Display of Video Clips

  1. Produce the case study and perform the video.
  2. Address the defect in video performance.
    (CC1)
 Submission of video clips
Students watch the videos and give constructive feedback
50

Review session (3)

Recall important points  (CK1)

Students discuss what they have learned.

Students give comments on the course
 Total Hours  75 hours

9. TEXTBOOKS AND REFERENCES

Textbook

  1. CamEd Business School, Cambodian Business Law: Student Study Text for Exams up to December 2023. 

Specific references (publications of Dr. Virak Prum)

  1. Suspension of Employment Contract read more
  2. Meaning of the British Rule of Law read more
  3. Non-Competition Clause in the French Labor Law readmore
  4. Subordination in Employment Relationship read more
  5. A Note on Constitutional Principle: Same Work, Same Wage? readmore
  6. A Note on Legal Methods: Recent Case Law in Cambodia read more
  7. Expanding Cambodian Labor Law Through Jurisprudence read more
  8. Decentralization within the Centripetal Expression of State Power: Re-Guiding Cambodian Statutory Devolution, Forum of International Development Studies, Vol.28 (March 2005, Nagoya University) readmore
  9. Reforming Cambodian Local Administration: Is Institutional History Unreceptive for Decentralization?, Forum of International Development Studies, Vol. 30 (September 2005, Nagoya University) readmore
  10. Reinforcing Labor Case Law: Recent Decisions Concerning Union, Strike, FDC read more
  11. Constitution: A Glance at Fundamental Concepts readmore
  12. Competition Law Up For Love
    Published on Phnom Penh Post on 18 October 2021
  13. Competition Law: In search of purposes
    Published on Phnom Penh Post on 15 December 2021
  14. Competition law and liberty: Who governs?
    Published on Phnom Penh Post on 10 January 2022
  15. Competition law: Frying pan and sugar?
    Published on Phnom Penh Post, on 06 February 2022
  16. Competition law: Market power at a glance                                                                                            Published on Phnom Penh Post on 24 February 2022

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