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Study Guide covering the 7 key topics in the SRA's specification for FLK Business Law and Practice for the #SQE
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00:00Why did the newly qualified solicitor bring a suitcase, a calculator, and a shredder to their first day at work?
00:06Because they'd been told their job was to handle starting businesses, managing decisions,
00:10balancing stakeholder interests, finding finance, sorting the taxman, and then winding everything up.
00:16Basically, birth, life, and death of a company.
00:19Or in any event, this is what the SRA specification requires for FLK business law and practice.
00:24This video, prepared by Dr. Yanis, takes you through seven key items in this part of the FLK.
00:31This isn't a how-to for entrepreneurs, it is a roadmap for passing the SQE1 with confidence
00:37by understanding what the examiner expects a competent, newly qualified solicitor to do
00:43when faced with realistic, client-based, and ethical problems.
00:47We will travel through the syllabus and its seven key areas,
00:51first by identifying the business vehicle and its consequences,
00:54second, understanding who makes decisions and how,
00:58third, structuring and securing finance,
01:01fourth, mapping the rights and obligations of stakeholders,
01:05fifth, calculating and explaining the principal tax consequences,
01:09sixth, closing with termination in both solvent and insolvent scenarios,
01:14seventh, professional conduct and regulation.
01:16Along the way, we will weave in professional conduct, money laundering risk,
01:21documentary practice, accounts literacy,
01:24and the practical hallmarks of good MCQ practice.
01:28Think of this as a spoken study guide, dense, applied, and relentlessly focused on passing SQE1.
01:351. Identifying the business vehicle and its consequences.
01:38Every business law discussion begins by anchoring the vehicle.
01:41Think of a fact pattern that speaks of two designers sharing profits points to an ordinary partnership,
01:46unless they form something else.
01:48A professional firm with limited liability and filings at company's house points to an LLP.
01:53A registered number, directors, and shares point to a company.
01:56This is not trivia.
01:58Vehicle determines liability, tax treatment, public filing, decision making, and how you fix problems.
02:03A sole trader is simply the individual trading.
02:07Capacity, ownership, and liability sit with the person.
02:11A general partnership arises where persons carry on business in common with a view to profit.
02:16It has no separate legal identity for most purposes.
02:18Each partner is an agent of the firm, and liability is joint and several.
02:23Always consider whether partners have actual or apparent authority to bind the firm,
02:27and whether any restriction in an internal agreement affects third parties.
02:30An LLP is a body corporate with separate personality.
02:34Members enjoy limited liability, yet are usually taxed on their profit shares.
02:38It requires at least two designated members to shoulder filing and compliance.
02:43A limited company is also a body corporate.
02:46Shareholders risk only what they have paid or agreed to pay for their shares,
02:49and decision making is split between the board and the members.
02:52A private company cannot offer shares to the public, and enjoys flexible written resolutions.
02:57A public company carries stricter capital rules, and can raise money from the public once properly certified.
03:03In a scenario involving fundraising from the crowd, red flags about a private company offering shares widely may appear.
03:09Note the prohibition and the need for exemptions.
03:13Formation problems are common and high yield.
03:15When you see pre-incorporation contracts, remember that a company cannot contract before it exists.
03:20If someone signs for and on behalf of a non-existent company, they are generally personally liable,
03:25unless the arrangement is probably novated after incorporation.
03:29Score easy marks by explaining how to tidy this up.
03:31Incorporate first, redocument post-incorporation, and record reimbursement of promoter expenses properly.
03:37When a question turns on corporate capacity and constitutional constraints,
03:41remind yourself that the company's powers flow from its articles.
03:44Modern articles grant wide capacity, but directors still must act for proper purposes and within authority.
03:49If a fact pattern hints at a company name that suggests government affiliation,
03:53or a registered office that is a PO box, mention the sensitive name regime
03:57and the need for an appropriate address that will bring official posts to someone acting for the company.
04:03Increasingly, identity verification and register accuracy are part of the compliance landscape.
04:08In practice, treat them as baseline hygiene, and in an exam,
04:11explain that accurate filings and confirmation statements are not optional extras,
04:15but part of the company's bargain with the state.
04:182. Understanding who makes decisions and how.
04:23Once the vehicle exists, shift to who decides and how.
04:27The board manages the business.
04:29Directors must be at least 16 and owe their duties to the company.
04:34These duties are your anchor whenever you see a governance or ethics problem.
04:39Acting within powers means reading the articles and any shareholder's agreement
04:43to see what requires member approval.
04:45Promoting the success of the company for the benefit of its members requires you to take a long-term view
04:51and to consider employees, suppliers and customers, community and environment, reputation and fairness between members.
04:59In an exam, apply that list rather than recite it.
05:02Independent judgment forbids rubber stamping a dominant shareholder's wishes.
05:08Reasonable care, skill and diligence blends an objective baseline with the director's actual skill.
05:14A finance-savvy director is judged more strictly.
05:17Avoiding conflicts means you cannot place yourself in a position where duties to the company pull against personal interests,
05:24and not accepting benefits is about declining inducements offered because you are a director.
05:31Disclose interests in proposed transactions promptly and minutely.
05:35Many conflicts can be authorised by independent directors or the members under the articles,
05:39but only if the right people make the decision the right way.
05:43If the scenario features a director signing for both sides of a deal,
05:47or buying an asset from the company, you should hear alarm bells.
05:50Declare the conflict, consider member approval for substantial property transactions with directors,
05:56and check any relevant statutory restrictions on loans and guarantees to directors.
06:01Member decision-making is an exam perennial.
06:05Ordinary resolutions pass by simple majority and deal with routine matters.
06:10Special resolutions require a higher threshold and underpin constitutional changes,
06:15name changes and capital reductions.
06:17Ridden resolutions are available to private companies, but not for removing a director or an auditor.
06:24If removal is on the table, note the special notice requirement and the need for a meeting,
06:29where the articles contain weighted voting protecting a director from removal.
06:34Recognise how that interacts with the statutory regime,
06:37and what investors might have negotiated to counterbalance it.
06:40Always watch for class rights.
06:43If preferred shareholders lose a dividend priority by amendment,
06:47that is a variation of class rights requiring the consent procedure in the articles or statute.
06:52An attempt to do it by simple ordinary resolution for all members is a red flag.
06:57In small, quasi-partnership companies, minority remedies carry real weight.
07:02If a majority freezes out a founder by excluding them from management,
07:06diverting business or manipulating remuneration,
07:09unfair prejudice becomes the tool of choice.
07:12The remedy in practice and in the exam is often an order that the petitioner's shares be bought
07:17at a fair value, without a minority discount.
07:22Mention derivative claims when the company has suffered a wrong,
07:25but the wrongdoers control it.
07:27Explain that the court's permission stage filters weak or tactical litigation.
07:313. Structuring and securing finance.
07:35Finance comes next, and here you must separate equity and debt cleanly.
07:39Equity is permanent capital raised by issuing shares.
07:42Private companies need authority to allot shares.
07:44They must respect pre-emption rights on new issues for cash unless those rights are disapplied.
07:49Failing to offer new shares to existing shareholders pro rata is a frequent breach.
07:54Consider class rights when issuing a new class, with preferential dividends or enhanced votes.
07:59Ask about consideration.
08:00Shares may be issued for cash or non-cash assets.
08:03In public companies, non-cash consideration demands a valuation ritual.
08:08Keep an eye on share premium,
08:09and on whether the company has distributable reserves to fund later buybacks or redemptions.
08:13Debt preserves ownership, but brings covenants and almost always security.
08:18Debentures evidence the loan relationship and usually grant fixed and floating charges.
08:22The difference between fixed and floating charges is central to priority insolvency,
08:26and therefore central to marks.
08:28A fixed charge attaches to a specific asset and severely restricts the company's freedom to deal with it.
08:33A floating charge hovers over a shifting class like stock or receivables,
08:36and allows trading until crystallization.
08:38Priority follows logic.
08:41Fixed beats floating and grodly earlier registrations be later ones.
08:44Registration of most charges at company's house within the short statutory window is essential.
08:49Miss it and the security may be void against an administrator or liquidator.
08:53Expect questions about negative pledge clauses after acquired property,
08:57and the practical need for inter-creditor agreements where two lenders share a collateral pool.
09:01In receivables finance, be ready to explain how outright assignment differs from a charge,
09:06how notice the debtors affects legal versus equitable assignment,
09:09and how bans on assignment are treated.
09:12Where the fact pattern hints at a large customer contract that forbids assignment,
09:15explain how modern law limits the effectiveness of these bans in most business-to-business context,
09:20while noting sectoral exceptions.
09:21Distributions are a favourite trap.
09:24A dividend may be paid only out of distributable profits shown in the relevant accounts.
09:29It is not a matter of cash in bank, it is a question of realised profits after realised losses.
09:34Dividends paid unlawfully can be clawed back from shareholders who knew or ought reasonably to have known,
09:39and can expose directors to claims.
09:41If the balance sheet is choked with paid-up capital and share premium that blocks distributions,
09:45a capital reduction can reset the accounts.
09:47In a private company, this can be done by a special resolution supported by a solvency statement.
09:52In a public company, court approval remains the norm.
09:55Buybacks are heavily procedural.
09:57An off-market buyback requires a special resolution reproving the contract in its exact form.
10:02The consideration must come from distributable profits or a fresh issue,
10:05and timing, filings and cancellation formalities must be flawless.
10:09If your scenario features a public company assisting a purchase of its own shares,
10:13recall the narrower but still real prohibition on financial assistance that remains for public companies and their subsidiaries.
10:20Testing whether a proposed loan or guarantee falls within that prohibition,
10:24and what whitewash or structuring is available can bring easy credit if you apply the rule to the facts
10:28and explain the risk of void transactions or directed liability if the rule is ignored.
10:324. Mapping the rights and obligations of stakeholders
10:36Stakeholder rights and obligations are the meat in many questions.
10:40Directors' duties we have covered, but add to your toolkit loans to directors,
10:44quasi-loans and credit transactions that require member approval,
10:47and substantial property transactions with directors or connected persons which also need approval.
10:52Breaches can be ratified in some cases by disinterested shareholders,
10:56but this is not a get-out-of-jail card.
10:58Explain the limits and the optics.
10:59Members' rights include dividends, information, the right to attend and vote,
11:02pre-emption rights on new issues for cash unless disapplied,
11:06and where shares are transferable, a right to transfer subject to any restrictions in the articles or shareholder agreement.
11:12When shares change hands, remember stamp duty or stamp duty reserve tax,
11:16and the need for correct stamping or electronic settlement for registration.
11:20Employees appear in governance and insolvency in two guises,
11:23as a stakeholders whose interests directors must have regard to,
11:27and as a preferential creditors for certain claims if insolvency arrives.
11:30Lenders are stakeholders with teeth.
11:33Their rights depend on the contract and the security.
11:36If there is a negative pledge, a later lender's attempt to take fixed security may breach it.
11:40If there is a springing covenant tied to leverage,
11:43a subtle shift, an EBITDA, an acronym for earnings before interest,
11:46taxes, depreciation, and amortization,
11:49may move a covenant from approaching to breached.
11:51Always read the numbers the scenario gives you.
11:53They are seldom ornamental.
11:54Business accounts are examinable, not because you must be an accountant,
11:58but because you must read and explain what the numbers say.
12:01The three statements each have a job.
12:03The statement of financial position shows assets, liabilities, and equity at a date.
12:07The statement of profit or loss shows income and expense over a period.
12:11The cash flow statement explains cash movements.
12:13A profitable company can run out of cash if receivable stretch and inventory swells.
12:17If a question asks whether a dividend is lawful,
12:20point to distributable reserves per the last accounts
12:22adjusted for post-balance sheet events if management accounts are used.
12:26If you are asked whether a solvency statement is appropriate for a capital reduction,
12:30read the balance sheet and cash flow together.
12:32Can the company pay its debts as they fall due for the next year,
12:35and is there no threat of insolvency?
12:37Learn the click paths.
12:38Gross margin is revenue minus cost of sales over revenue.
12:42Current ratio and quick ratio say something about liquidity.
12:44Net assets support capital maintenance tests.
12:47Do not guess numbers, lift them from the scenario, and think what they mean.
12:525. Calculating and explaining the principal tax consequences
12:56Taxation sits across the syllabus,
12:59but the examiner wants confident navigation more than rate memorization.
13:04For companies, identify trading profits, property income, and chargeable gains.
13:08Adjust for allowable deductions, and note the rate structure.
13:12When the company pays dividends,
13:13explain that they are paid from post-tax profits,
13:16and taxed again on the shareholder at dividend rates with a separate allowance.
13:20In an exam, apply the rates and allowances supplied.
13:24For individuals, separate employment income taxed under PAYE
13:27from trading income under self-assessment.
13:29If you see a disposal of business assets by an individual,
13:33test eligibility for the 10% rate under business asset disposal relief up to the lifetime limit,
13:39and check conditions such as shareholding percentage, officer or employee status,
13:44and trading requirement for a personal company for the relevant qualifying period.
13:49Value-added tax questions pivot on three steps.
13:52Decide whether there is a supply of goods or services for consideration in the course of business.
13:56Determine the place of supply, and whether it is standard-rated, reduced, zero-rated, or exempt,
14:02and test registration thresholds and the timing of registration.
14:06Add invoicing and record-keeping obligations,
14:08the right to deduct input tax where supplies are taxable,
14:11and common pitfalls such as exempt mixed businesses with partial exemption calculations.
14:16If a scenario includes a share sale versus an asset sale,
14:20contrast the corporation tax, VAT, and stamp duty outcomes,
14:24a share sale is typically outside the scope of VAT and triggers stamp duty on shares,
14:28an asset sale may be within scope unless treated as a transfer of a going concern,
14:33and may crystallise gains inside the company.
14:36When fundraising, note stamp duty reserve tax on paperless share transfers
14:40and any disapplication of pre-emption rights.
14:43When granting loans, consider the tax treatment of interest receipts
14:46and any withholding obligations if the lender is overseas.
14:50Thresholds and rates move.
14:51Signal awareness by stating that you will apply the rates provided with the question
14:54and focus your analysis on classification, computation steps, and planning choices.
15:006. Termination in both solvent and insolvent scenarios.
15:04Turning to termination, always begin by distinguishing solvent from insolvent processes.
15:10A member's voluntary liquidation is for solvent companies.
15:14Directors swear a statutory declaration of solvency
15:17and a liquidator realises assets and pays creditors in full
15:21before distributing surplus to members, often yielding neat tax outcomes.
15:27A creditor's voluntary liquidation, or compulsory winding up, deals with insolvent companies.
15:33But insolvency is not a single road.
15:36Modern rescue tools matter.
15:38A standalone moratorium buys breeding space, with a monitor supervising whether rescue is possible.
15:45Administration can rescue the company as a going concern,
15:49secure a better result for creditors than liquidation,
15:52or realise property to pay secured or preferential creditors.
15:56A company voluntary arrangement compromises unsecured debts with creditor approval
16:01while management stays in place.
16:03A restructuring plan permits court-sanctioned compromises with the possibility of cross-class
16:09cram-down where the statutory tests are net, allowing a viable plan to proceed despite a holdout class.
16:16These labels must be tied to facts.
16:18If a company is balance sheet solvent but facing a tight covenant default,
16:23a short moratorium might give the time to sell a division.
16:26If there is a swarm of small trade creditors but a supportive senior lender, a CVA might clean the tail.
16:32If the capital structure is misshapen, with junior debt blocking change,
16:37a restructuring plan with cram-down may be the surgical tool.
16:41In liquidation, distributions follow a strict order.
16:45Costs of the process, fixed charge holders from their collateral,
16:49preferential creditors,
16:50the ring-fenced prescribed part for unsecured creditors out of floating charge realisations,
16:56floating charge holders from the remainder,
16:57and finally unsecured creditors pari passu, with shareholders last.
17:02Directors who traded on when they should not have may face wrongful trading claims.
17:07If dishonesty is present, fraudulent trading and disqualification follow.
17:12Antecedent transactions are clawed back,
17:14gifts or deep discounts,
17:16preferences,
17:17extortionate credit,
17:18and certain late floating charges.
17:20If you see a director repaid a loan days before a petition,
17:24or a machine sold to a cousin for a song,
17:26analyse which avoidance tool fits,
17:29identify the relevant look-back period,
17:31and describe the remedy.
17:33Partnerships and LLPs deserve their own focus,
17:36because many questions lift facts from professional firms.
17:39In an ordinary partnership, authority and liability are broad.
17:42If a partner orders stock in the usual way of business,
17:45the firm is bound even if that partner reached an internal limit.
17:49Dissolution can occur by agreement,
17:51by expiry,
17:52by notice,
17:52or by the court on just and equitable grounds.
17:55On dissolution, partners settle between themselves according to the default rules or any agreement,
18:01but remember third-party creditors first.
18:04An LLP changes the risk calculus.
18:07Members are generally not liable for the LLP's debts simply by being members.
18:11Designated members carry compliance burdens.
18:14Internal arrangements are contractual.
18:16Expulsion requires an express power,
18:18and remuneration and profit shares are a matter of agreement.
18:21In distress, wrongful trading liability has an LLP analogue.
18:25Members who withdraw capital in the twilight period may face contribution claims.
18:30A question involving an insolvent LLP with disappearing drawings is an invitation to address these rules.
18:36Professional conduct and regulation run through every business law question,
18:42because you are training to be a solicitor, not just a technician.
18:46Begin with client care.
18:47Identify the client.
18:49Set scope.
18:49Explain costs.
18:51And confirm how you will communicate and on what timescale.
18:54Conflicts of interest are common in transactional work.
18:57Acting for both a company and its directors on a share sale may be fine if their interests align,
19:01and you can manage any divergence.
19:03Acting for both buyer and seller is rarely acceptable unless the strict criteria for a permitted exception on MET,
19:09and even then, vigilance is required.
19:12Confidentiality is fundamental.
19:14If you require confidential information from one client that would be material to another matter,
19:19you must not misuse it.
19:20Information barriers in small firms are often unrealistic.
19:24Undertakings are personal and sacrosanct.
19:26Give them sparingly, fulfil them promptly,
19:28and never give an undertaking you cannot perform.
19:30Money laundering obligations bite early.
19:33Know your client.
19:34Identify beneficial owners.
19:35Understand source of funds.
19:37And in higher risk cases, source of wealth.
19:40Politically exposed persons are not forbidden clients,
19:42but require enhanced due diligence and senior approval.
19:46If you suspect criminal property, tipping off is a crime.
19:49Follow reporting lines and pause the relevant step until you have consent.
19:53Sanction screening is now mainstream.
19:56Do not pay or receive funds until screening is clear.
19:58The SRA accounts rules demand disciplined handling of client money.
20:03Pay client money into the client account promptly.
20:06Transfer earned fees to the office account only when billed or agreed.
20:10Perform three-way reconciliations and return residual balances without delay.
20:15If a fact pattern includes rounded up transfers, delayed banking, or paying one client from another's funds,
20:22call it what it is.
20:23A breach that must be remedied and reported, if material.
20:26Knowing things is step one.
20:29Learning now to apply that knowledge is where the game is played.
20:31Email subscribe to newsletter at gellingtest.co.uk so Dr. Yanis can send you MCQs to try at home for free.
20:37But let's do some practice together right now.
20:39Documentary practice earns quiet but important marks.
20:42If you're asked to allot shares, think through authority to allot, preemption, board minutes, members' resolutions, forms and filings.
20:50For transfers, look for the stock transfer form, the payment or exemption of stamp duty, or SDRT,
20:55board approval under any transfer restrictions, and updating the register of members,
20:58then issuing a new share certificate within the time limit.
21:01For charges, think of the security document, board authority, members' approval if needed,
21:06registration at companies housed within the deadline, and updating the company's own register of charges.
21:10For buybacks, recall the need for the contract to be approved in the exact form,
21:14payment conditions, cancellation of shares, and filings.
21:17For capital reductions, identify whether you are using the solvency statement route or the court route in a public company,
21:22recall the director's considerations, and make the company's house filings on time.
21:26A candidate who understands documents and filings sounds like someone who can actually do the job.
21:31Examiners reward that.
21:32MCQ craft is as important as knowledge.
21:35Read the facts and organise them against the syllabus headings the assessor is trained to look for.
21:39Vehicle and capacity, decision-making and authority, stakeholder rights and remedies,
21:44finance mechanics and priority, tax classification and consequences, and termination options and risks.
21:49Identify the legal rules shortly, and then match it to the facts.
21:52If the question gives you dates, use them to deslimitation periods,
21:56look back windows for antecedent transactions, and filing deadlines.
21:59If it gives you financials, use them to decide if a dividend is lawful,
22:02whether a solvency statement is plausible, or whether a covenant is breached.
22:05When ethics appear, a day-one solicitor is supposed to understand the need to signpost them clearly
22:10and propose a safe course of action.
22:12Pause, seek instructions, disclose a conflict, refuse to act, report internally,
22:16or file a suspicious activity report as appropriate.
22:19Avoid conclusory phrases like clearly and obviously.
22:23This is law, not opinion.
22:24Prioritise issues by impact.
22:26Questions can involve where money moves or decisions are made unlawfully.
22:29Unlawful distributions, misapplied preemption, defective buybacks in vaded meetings,
22:34unregistered charges, unapproved loans to directors, or transactions at an undervalue before in solducy.
22:40Let's build several archetypal scenarios together for revision.
22:44Imagine a private company with two founded directors and an angel investor.
22:47They want to issue new ordinary shares to the investor at a premium,
22:50accelerated dividend to tweet in the deal,
22:52and grant the investor a board seat with a veto on issuing further shares.
22:55Your first step is authority.
22:56Do the directors have power to allot under an existing resolution,
22:59or must members authorise a new allotment?
23:01Next, preemption.
23:02Are rights disapplied to permit a non-preemptive issue to the investor?
23:05And if not, what procedure and resolution are needed?
23:08Then class and rights.
23:09Are these shares truly ordinary,
23:10or do they have rights that create a new class requiring special procedures?
23:13Now the dividend.
23:14Are there distributable reserves today, and do you use the right accounts?
23:17If profits are thin, flag the risk of an unlawful distribution,
23:20and suggest an interim dividend declared by the board when sufficient reserves exist,
23:23or a capital reduction supported by a solvency statement, if appropriate?
23:27Document the investor's veto through a shareholder's agreement,
23:29and if necessary, bespoke articles.
23:31Warm that vetoes must not paralyse the company.
23:33Close with filings.
23:34Update the register of members, issue certificates,
23:36file the confirmation statement to end due,
23:38and maintain the PSC register if ownership crosses thresholds.
23:41Consider a secured lending scenario.
23:43A manufacturer seeks a term loan secured by a fixed charge on its factory
23:46and a floating charge over stock and receivables.
23:49A second lender offers a receivables-only facility.
23:51Explain that the first lender's fixed charge will take priority over the factory.
23:54Both lenders may compete over receivables.
23:57If the first lender's floating charge contains a negative pledge,
23:59the second lender may be restricted to a floating chart
24:01unless it obtains the first lender's consent or a deed of priority.
24:05Registration must be made within the deadline for both charges.
24:07If the company fails and goes into administration,
24:09the expenses of realising the collateral will be paid from the sale proceeds,
24:12the fixed charge holder will then be paid from the factory sale,
24:15preferential claims will come from floating charge realisations,
24:17the ring-fenced prescribed part will be set aside for unsecured creditors,
24:21and only then will the floating charge holders share the residue
24:23according to their agreed priorities.
24:25If just before administration the company repaid a loan to a connected creditor
24:28or sold stock at a discount to an associated distributor,
24:31apply the relevant avoidance powers and the look-back windows.
24:34Try an insolvency-tilting governance problem.
24:36The board knows the company cannot meet rent in 90 days
24:38and a loan covenants will trip next month.
24:40A director proposes paying his consultancy arrears
24:42and a friendly supplier now and pushing payroll and HMRC.
24:45Explained that as insolvency looms,
24:47the directors must prioritise creditors' interests
24:49and that paying selected creditors who are connected or friendly
24:51risks preference claims.
24:53Advise convening a board meeting,
24:55taking advice from an insolvency practitioner immediately,
24:57exploring a moratorium while negotiating with the lender,
25:00and avoiding transactions at an undervalue.
25:02If rescue is viable, consider administration or a restructuring plan.
25:05If not, move to a creditor's voluntary liquidation
25:07rather than trading on and risking wrongful trading allegations.
25:10Record deliberations minutely,
25:12showing that you considered creditors, explored options,
25:14and acted promptly.
25:15The buyer and seller in a share sale
25:18ask you to act for both to save costs.
25:20They appear friendly,
25:21but there are rumblings about warranties and an earn-out.
25:25Explain that you cannot act for both
25:26on opposite sides of a transaction
25:28unless stringent conditions for a permitted exception are met,
25:32and even then only with informed consent
25:34and robust safeguards.
25:36Offer to act for one side only
25:38and refer the other to independent advice.
25:40Later, the buyer urges you to pay part of the price
25:43from your client account before completion
25:46because it's all agreed on WhatsApp.
25:48Decline.
25:49Client money is not a float or a favour.
25:51Without a concluded contract and completion mechanics,
25:54you cannot release funds,
25:56and you certainly cannot do so
25:57to fix a commercial problem of your client's making.
26:01Examcraft.
26:02Understand the vocabulary of the FLK syllabus.
26:06Authority to allot.
26:07Disapplication of pre-emption.
26:09Distributable profits.
26:10On-lawful distribution.
26:12Solvency statement.
26:13Off-market buyback.
26:14Substantial property transaction with a director.
26:17Transactions at an undervalue preference.
26:20Crystalisation.
26:21Prescribed part.
26:22Ring fencing.
26:23Pari passu.
26:24Members voluntary liquidation.
26:26Creditors voluntary liquidation.
26:28Moratorium.
26:28Administration.
26:29CVA.
26:30Restructuring plan.
26:31Unfair prejudice.
26:33Derivated claim.
26:34Stamp duty and SDRT.
26:36If numbers are given,
26:36do the arithmetic carefully.
26:38If dates are present,
26:39test deadlines,
26:40look back periods,
26:41limitation and filing windows.
26:43If ethics flickers anywhere,
26:45pause and deal with it.
26:46When rates and thresholds matter for tax for VAT,
26:49apply the rates supplied with the question
26:50and use the correct computational steps.
26:53The SQE will not reward you
26:55for encyclopedic recitation.
26:57It will reward you for ticking the right box.
27:01That means identifying the precise approvals
27:03and documents for the transaction described,
27:05knowing when a distribution is prohibited,
27:07securing the lender's position
27:08with the right charge and the right registration,
27:11reading and explaining a balance sheet
27:13with enough confidence to support
27:14a director's solvency statement,
27:16picking the appropriate rescue tool
27:17instead of defaulting to liquidation,
27:19and never losing sight of professional conduct,
27:22client money,
27:23conflicts,
27:23confidentiality,
27:24and money laundering.
27:26If you rehearse these moves
27:27until they feel natural,
27:29FLK business law stops being a wall of text
27:32and becomes a series of solvable,
27:34mark-rich puzzles.
27:35Your task is not to be a walking companies act.
27:38Your task is to emerge like the safe pair of hands
27:41who knows what must be done next,
27:43who must approve it,
27:44what must be filed,
27:45and what must be avoided.
27:46Keep that voice in your head in the exam
27:48and you will find that
27:50even the thorniest fact patterns
27:51yield to orderly,
27:52applied,
27:53professional analysis.
27:55If you found this useful,
27:56have a look around Dr. Yenis' channel for more.
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