CAMBODIAN BUSINESS LAW (LAWS 511)

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 is no prerequisite for this course.

SKILLS

  • LEARNING OUTCOMES
  • 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 labor law.		 Understand PK3
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 contracts (CC3)
Prepare contracts relating to business.		 Create PK3
Write a research paper on a chosen topic of law (CC4)
Write a research paper on a topic relevant to company law, labor law, or insolvency law.		 Create PK3
Communication, Information Technology, and Numerical Skills Level of Learning Related PLO
Calculate wage, severance pay, seniority pay, and loans (CCIT1) Apply PCIT1
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 Research paper Midterm Final Exam
Explain the Legal System and Various Rules (CK1) 25%   25% 50% 10%
Register a new company through simulation (CC1) 25%   25% 50% 15%
Prepare different types of Board Resolution (CC2)     50% 50% 10%
Prepare contracts relating to business (CC3) 25%   25% 50% 15%
Write a research paper on a chosen topic of law (CC4)   100%     30%
Calculate wage, severance pay, seniority pay, and loans (CCIT1) 25%   25% 50% 10%
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:
Group Arrangement: 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 relating to Introduction to Law or
2. Any issues related to Labor Law, or
3. Any issues related to Company Law or Business Operations, or
4. Any Issues related to Insolvency Law in Cambodia, or
5. 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 21 lessons in the study plan below. Each lesson is 3 class hours each; there are a total of 63 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 somewhat depending on the progress and needs of students.

  Lesson Learning Outcomes Teaching and Learning Activities,
Assessment
1

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)
  • Students receive course guideline for the whole semester
2

Essential Elements of the Legal System (2)

  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

Labor Law and Contracts (1)

  1. Explain the meaning of labor law and its source
  2. Explain the labor contract (CC2)
  • Lecture, discussion, group work and student presentation.
  • Students do assignment in group outside class
4

Labor Law and Contracts (2)

  1. Identification of labor contract parties (CC1)
  • Lecture, discussion, group work and student presentation.
  • Students do assignment in group outside class
5

Labor Law and Contracts (3)

  1. The civil code as the primary source of contract law
  2. Decree No. 38 on contracts for carriage
  3. Jurist persons under the civil code (CC2)
  • Lecture, discussion, group work and student presentation.
  • Students do assignment in group outside class
6

Labor Law and Contracts (4)

  1. Labor contract suspension/dissolution. (CC2)
  • Lecture, discussion, group work, student presentation, quiz
  • Students do assignment in group outside class
7

Labor Law and Contracts (5)

  1. Working conditions and employee benefits
  2. Labor disputes and their resolutions. (CC2)
  • Lecture, discussion, group work and student presentation.
  • Students do assignment in group outside class
8

Seniority Payment

  1. Amendment to Labor Law
  2. Relevant Prakas
  • Lecture, discussion, group work and student presentation.
  • Students do assignment in group outside class
9

Formation and Constitution of Companies

  1. Fundamental conditions for company formation
  2. Explanation of key characteristics related to company formation
  • Lecture, discussion, group work and student presentation.
  • Students do assignment in group outside class
10

Law on Commercial Enterprises, Law on Investment, and Other Related Laws

  1. Business fundamentals according to the law on commercial enterprises
  2. General notion of the law on commercial enterprises (CC1, CK1)
  • Lecture, discussion, group work, student presentation, Quiz
  • Students do assignment in group outside class
11

Identify the different forms of companies based on Cambodian Law

  1. Forms of companies
  2. Companies with special conditions under the law on investment and other laws
  • Students do assignment in group outside class
  • Lecture, discussion, group work, student presentation side class
12

Formalities of Establishing a Company

  1. Document for Filling for Online Registration
  2. Draft Different Forms
  • Lecture, discussion, group work, and student presentation.
  • Students do assignment in group outside class
13

Explanation of the Legal Personality of Companies

  1. Existence of the company’s legal personality
  2. Company identification
  3. Legal capacity of company (CK2, CK3)
  • Lecture, discussion, group work & student presentation.
14

Management, Capital, and Financing of Companies

  1. Meetings and decisions (directors and shareholders)
  2. Company management
  3. Company dissolution.
  • Lecture, discussion, group work and student presentation.
  • Students prepare and rehearse presentation for mock conference by themselves outside class
15

Dispute Resolution and Insolvency

  1. Resolution by courts
  2. Alternative dispute resolution
  3. Insolvency (CK2)
  • Lecture, discussion, group work and student presentation.
  • Students prepare and rehearse presentation for mock conference
16 Corporate Governance and Ethics (CK2)
  • 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
17

Property

  1. Immovable property ownership
  2. Transfer of immovable property
  3. Security in immovable property
  4. Construction permits
  5. Residential development projects
  6. Real estate licensing
  7. Security in movable property (CK1)
  • Lecture, discussion, group work, and student presentation.
  • Students do assignment in group outside class
18 Law on Corporate Accounts, their Audit, and the Accounting Profession) (CK1)
  • Lecture, discussion, group work, and student presentation.
  • Students do assignment in group outside class
19 Law on the Issuance and trading of Non-government Securities and Law on the Conduct of Non bank Financial Service Authority (1) (CK1)
  • Lecture, discussion, group work, and student presentation.
  • Students do assignment in group outside class
20 Law on the Issuance and trading of Non-government Securities and Law on the Conduct of Non bank Financial Service Authority (2)
– Quiz (CK1)
  • Lecture, discussion, group work, and student presentation.
  • Students do assignment in group outside class
21 Review session
Recall important points   (All CLOs)
  • Students discuss what they have learned.
  • Students give comments on the course
Total Hours: 63 hours

9. TEXTBOOKS AND REFERENCES

Textbook

1. CamEd Business School, Cambodian Business Law: Student Study Text for Exams up to December
2024.

 

References

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 read more
4. Subordination in Employment Relationship read more
5. A Note on Constitutional Principle: Same Work, Same Wage? read more
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)
read more
9. Reforming Cambodian Local Administration: Is Institutional History Unreceptive for
Decentralization?, Forum of International Development Studies, Vol. 30 (September 2005, Nagoya
University) read more
10. Reinforcing Labor Case Law: Recent Decisions Concerning Union, Strike, FDC read more
11. Constitution: A Glance at Fundamental Concepts read more
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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