Business and Employment Law Assignment Sample

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Task 1 – Email to Supervisor: Advising on Business Structures

To: Shin.Bak@ou_law_llp.co.uk

From: trainee.law@ou_law_llp.co.uk

Subject: Legal Structure Advice for Lucia Peterson and Mariese Lupin

Dear Shin,

I received your message about Lucia Peterson's plans to start an accountancy firm with Mariese Lupin. Reviewing the attendance note involved my assessment of Lucia's liability worries and Mariese's privacy requirements. The following section contains both my assessment and guidance on the matter.

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Suitability of Business Structures

Lucia originally wanted to create a partnership based on the Partnership Act 1890, but this structure no longer appears suitable given current circumstances (UK Parliament, 2025). Running a business as an ordinary partnership exposes partners to liability without protection. The partners share mutual responsibility through the business structure for all debts that extend to personal property ownership (Kisswani and Farah, 2022). Under this structure, Lucia would not resolve her asset protection requirements or minimize potential liabilities.

Mariese wants to keep business financial statements private, so a private limited company (Ltd) would not be suitable because Companies House makes these statements accessible to the public.

An LLP combination gives businesses more suitable fundamental advantages than other structures (Munro, 2017). It provides:

• The regulatory system allows members' liability to stop at the level of their contributions.
• An LLP operates through internal governance rules resembling partnerships and is defined by its member agreement.
• Although LLPs must file annual accounts, they must maintain the partners' personal income confidentiality.
• şirket assets remain safeguarded because proven cases of incorrect or illegal business practices do not exist.

Due to these factors, I suggest Lucia and Mariese establish an LLP as their business structure. An LLP structure provides Lucia with the necessary liability protection she needs while eliminating most financial disclosures, which partly fulfil Mariese's requirements.

2. Ordinary Partnership must fulfil these requirements if you choose this business structure.

• A Partnership Agreement document should outline the profit distribution ratio (60/40), show that Lucia provides the premises as a leaseholder, and specify procedural steps in case of incapacity (Tamplin, 2023).
• The document should also establish partnership name requirements alongside a declaration that the business premises belong solely to Lucia.
• The partnership must obtain tax registration status at HMRC for self-assessment and Valor Added Tax services based on specific qualifiers.

All business names operating under different names than those registered (for example, Peterson & Lupin) need to comply with the requirements of the Business Names Regulations 2015.

Profiler LLC matches the client's needs by offering asset security and operational adaptability, though it remains a viable alternative to partnership arrangements.

Kind regards,

Trainee Solicitor

OU Law LLP

Task 2 – Email Client (Lucia) in Shin's Name: Director's Duty under s.174 CA 2006

To: lucia.peterson@nmail.com

From: Shin.Bak@ou_law_llp.co.uk

Subject: Your Duties as Director of DIA Printing Ltd

Dear Lucia,

Your correspondence about DIA Printing Ltd.'s recent accounts submitted to the authorities has prompted my inquiries, which I appreciate. The situation produces intense anxiety for everyone involved, so I will clarify the matter.

The Companies Act 2006, section 174, demands that directors maintain reasonable competence and care standards for their official responsibilities (Witney, 2018). Directors must exercise reasonable care by integrating standard performance expectations for their role position and their personal qualifications, which in this case include accounting qualifications.

The approval and signature process for DIA finance department-prepared accounts does not release you from responsibility for account accuracy, although you provided delegation authority. According to judicial rulings such as Re Barings plc (No 5,) directors maintain their oversight duties regardless of delegating essential responsibilities (Staker and Garton, 2018). As director in charge of financial matters, your actions may not meet the requirements of s.174.

There exists an opportunity for a possible solution. A company can obtain director breach ratification through an ordinary resolution, which requires simple majorities from shareholders according to section 239 of the Companies Act 2006 (UK Government, 2024). Such votes would not include your personal voting record as part of such resolutions. The company may be able to ratify the breach through an ordinary shareholder resolution because Cameron Petersen possesses 55% of the shares and shows support. Yet, careful execution is necessary (Hartmann-Boyce et al., 2018). We are ready to provide additional assistance for creating responses to the board and shareholders' meeting procedures if that suits your needs.

Kind regards,

Shin Bak

Senior Associate

OU Law LLP

Task 3 – Memo to Supervisor: Company Management Procedures and Conduct Issues

To: Shin Bak

From: Trainee Solicitor

Subject: Company Management Changes at PLA and Ethical Consideration – Amina Mustafa

Appointment of Directors

Peterson Lupin Accountancy Ltd (PLA) had also proposed appointing two executive directors, David Davidson and Amina Mustafa. Given that PLA adopted the unamended Model Articles, Article 17(1)(b) governs the appointment process, which allows existing directors to appoint additional directors (UK Government, 2018). Given that there are two directors already (one of which is consortium partner Lucia), and pursuant to Article 11(2) of the Articles of Association, the quorum of this board is two, then this board can validly convene and decide that the new directors will be appointed.

The company must comply with the post-appointment formalities as per section 167 of the Companies Act 2006 (UK Government, 2018). That is, within 14 days from the date of the board meeting, it must submit form AP01 to Companies House. Additionally, appointments must be updated on all the company’s statutory registers.

Changing the Quorum in the Articles

Lucia proposes increasing the quorum for a board meeting from two to three directors. This involves an amendment to the company’s articles of association and hence would need a special resolution to be passed in terms of section 21 of the Companies Act 2006 (UK Government, 2018). It requires a 75 percent agreement from the shareholders. If Lucia and Mariese agree to change, then their 80% of the company’s shares should suffice to pass the resolution.

The resolution may be passed at a general meeting or by written resolution procedure. The special resolution must then be passed, a copy of which and the updated articles must be filed with Companies House within 15 days (UK Government, 2024). This will formally amend the articles to reflect the need for a quorum of 11 13 board members for future board meetings.

Ethical and Professional Conduct Issue

Moreover, the voicemail rectifies that Amina Mustafa, who is being proposed as part of the directorship of the new non-profit, is a potential client that she should advise on a draft of a service contract. A professional conduct issue can be under the SRA Code of Conduct for Firms (2019) (Solicitors Regulation Authority, 2019). If the firm is appointed as PLA to appoint her as a director for them and Amina in perspective, then there is a possibility of a conflict of interest.

Thus, the firm has to manage this by identifying any conflicts with Rule 6.2 and maintaining confidentiality and independence. To continue operating, the firm needs both parties to get informed consent (Dankar, Gergely and Dankar, 2019). Another reason why you may also have to appoint different fee earners to each matter and set up appropriate information barriers.

Conclusion

In conclusion, the proposed appointments to the board and the amendment of the PLA's articles are entirely lawful and necessary, provided they are done by the provisions of the Companies Act 2006 (Solicitors Regulation Authority, 2019). However, before proceeding with Amina Mustafa's personal matter, the company has to address her potential conflict of interest.

Task 4 – Progress File Reflection

Trainee’s name	Trainee Law
Supervising solicitor’s name	Shin Bak

Work done for	Task	What did I learn?	What would I do the same/differently?
Shin Bak

Task 1 – Email advising on partnership structures

Business and Employment Law Assignment Sample

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Lucy James 10 Years | LLB

I learned how to compare and assess different business structures, such as ordinary partnerships, LLPs, and limited companies. This improved my ability to apply legal theory to client-specific concerns.

I would use the same straightforward, client-focused approach in the future but aim to be more concise when comparing structural features.

Shin Bak

Task 2 – Email advising Lucia on director duties

I learned to apply s.174 CA 2006 and use case law to evaluate potential breaches. It helped me understand the legal expectations of directors.

I will continue using the IRAC method, but next time, I will review more recent cases to support my argument.

Shin Bak

Task 3 – Memo on management procedures and conduct issues

I learned how board appointments and article amendments work and how to spot and address ethical risks under the SRA Code.

I prepared earlier and double-checked the articles of association in detail before giving advice.

Shin Bak

Task 4 – Progress File

I have learned to reflect critically and track learning outcomes from each legal task.

I will continue using this format to build a record of skills and improvements during my training.

References

• Dankar, F.K., Gergely, M. and Dankar, S.K. (2019). Informed Consent in Biomedical Research. Computational and Structural Biotechnology Journal, 17(1), pp.463–474. doi:https://doi.org/10.1016/j.csbj.2019.03.010.
• Hartmann-Boyce, J., Chepkin, S.C., Ye, W., Bullen, C. and Lancaster, T. (2018). Nicotine replacement therapy versus control for smoking cessation. Cochrane Database of Systematic Reviews, 5(5). doi:https://doi.org/10.1002/14651858.cd000146.pub5.
• Kisswani, N. and Farah, A. (2022). Personal and joint liability of partner in limited liability company in UAE federal corporate law No. 32 of 2021. Heliyon, 8(8), p.e10322. doi:https://doi.org/10.1016/j.heliyon.2022.e10322.
• Munro, B. (2017). Limited Liability Partnerships and Fiduciary Duties. Edinburgh Law Review, 21(3), pp.417–423. doi:https://doi.org/10.3366/elr.2017.0438.
• Solicitors Regulation Authority (2019). SRA Code of Conduct for Solicitors, RELs and RFLs. [online] Solicitors Regulation Authority. Available at: https://www.sra.org.uk/solicitors/standards-regulations/code-conduct-solicitors/ [Accessed 22 Mar. 2025].
• Staker, A. and Garton, A. (2018). Directors’ Liability and Climate Risk: United Kingdom -Country Paper. [online] Available at: https://www.smithschool.ox.ac.uk/sites/default/files/2022-04/CCLI-UK-Paper-Final.pdf [Accessed 22 Mar. 2025].
• Tamplin, T. (2023). Understanding Profit & Losses Distribution in Partnerships. [online] Finance Strategist. Available at: https://www.financestrategists.com/accounting/profit-and-loss-in-partnership/ [Accessed 22 Mar. 2025].
• UK Government (2018). Model articles for private companies limited by shares. [online] GOV.UK. Available at: https://www.gov.uk/government/publications/model-articles-for-private-companies-limited-by-shares/model-articles-for-private-companies-limited-by-shares [Accessed 22 Mar. 2025].
• UK Government (2024). Companies Act 2006 - Explanatory Notes. [online] Legislation.gov.uk. Available at: https://www.legislation.gov.uk/ukpga/2006/46/notes/division/8/7/8 [Accessed 22 Mar. 2025].
• UK Parliament (2025). House of Commons - Trade and Industry - Minutes of Evidence. [online] Parliament.uk. Available at: https://publications.parliament.uk/pa/cm199899/cmselect/cmtrdind/59/81201a06.htm [Accessed 22 Mar. 2025].
• Witney, S. (2018). Corporate opportunities law and the non-executive director. Journal of Corporate Law Studies, 16(1), pp.145–186. doi:https://doi.org/10.1080/14735970.2015.1117349.