company law presentation

50 Company Law Topics for Presentation

50 company law topics that you can use for a presentation:

1. “Corporate Governance and Its Significance in Modern Business” 2. “The Role of Shareholders in Company Law” 3. “Directors’ Duties and Responsibilities in Company Law” 4. “Corporate Social Responsibility (CSR) and Legal Obligations” 5. “Mergers and Acquisitions: Legal Aspects and Regulatory Compliance” 6. “Corporate Insolvency and the Legal Framework for Bankruptcy” 7. “The Concept of Limited Liability in Company Law” 8. “Legal Aspects of Corporate Financing: Equity vs. Debt” 9. “Shareholder Activism and Legal Implications” 10. “Regulatory Compliance and Reporting Requirements for Public Companies” 11. “Corporate Fraud and Legal Remedies” 12. “Corporate Restructuring and Legal Considerations” 13. “Protection of Minority Shareholder Rights in Company Law” 14. “Corporate Compliance and Ethics Programs” 15. “Legal Aspects of Initial Public Offerings (IPOs)” 16. “Corporate Governance in Family-Owned Businesses” 17. “Legal Challenges in Cross-Border Business Operations” 18. “Share Buybacks and Legal Frameworks” 19. “Insider Trading Laws and Regulations” 20. “Legal Implications of Corporate Taxation” 21. “Corporate Transparency and Disclosure Laws” 22. “The Role of Auditors in Ensuring Corporate Accountability” 23. “Legal Aspects of E-commerce and Online Businesses” 24. “Corporate Environmental Responsibility and Legal Compliance” 25. “Legal Issues in Corporate Partnerships and Joint Ventures” 26. “Corporate Board Structures and Legal Requirements” 27. “Legal Aspects of Executive Compensation and Pay Equity” 28. “Corporate Intellectual Property Rights Protection” 29. “Corporate Data Privacy and GDPR Compliance” 30. “Legal Challenges in Corporate Dispute Resolution” 31. “Legal Aspects of Employee Stock Ownership Plans (ESOPs)” 32. “Corporate Compliance in Antitrust and Competition Laws” 33. “Legal Implications of Corporate Whistleblower Programs” 34. “Corporate Governance in Not-for-Profit Organizations” 35. “Legal Aspects of Corporate Real Estate Transactions” 36. “Regulatory Compliance in the Healthcare and Pharmaceutical Industry” 37. “Legal Considerations in International Business Expansions” 38. “Corporate Ethics and Anti-Corruption Compliance” 39. “Legal Aspects of Intellectual Property Licensing” 40. “Corporate Bankruptcy and Restructuring Laws” 41. “Legal Challenges in the Energy and Utilities Sector” 42. “Corporate Compliance in the Food and Beverage Industry” 43. “Legal Implications of Technology Transfer and Licensing” 44. “Corporate Governance in the Telecommunications Industry” 45. “Legal Aspects of Corporate Sustainability Reporting” 46. “Regulatory Compliance in the Financial Services Industry” 47. “Legal Challenges in the Automotive and Manufacturing Sector” 48. “Corporate Compliance with Environmental Regulations” 49. “Legal Aspects of Corporate Governance in the Entertainment Industry” 50. “Cybersecurity Compliance in Corporate Data Management” These topics cover a wide range of subjects within company law, and you can choose one that aligns with your presentation goals and audience interests.

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Introduction to Company Law

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Presentation on theme: "Introduction to Company Law"— Presentation transcript:

By Richard A. Mann & Barry S. Roberts

Presenter Bruce Bentley Partner, JS Mueller & Co.

Membership of a company. Corporate Law: Law principles and practice What are shares? Shares are one of the securities that a company can issue. Shares.

MEETINGS Shumeet K. Grewal. The word ‘Meetings’ implies the coming together of a certain number of members for transacting the business in agenda, for.

Meetings. Corporate Law: Law principles and practice General provisions for meetings Companies have a number of different meetings. Meetings have a number.

Breaking News Simon Pordage FCIS, CSA – Chairman, Legislation Review Committee Greg Dooley, Managing Director, Computershare Investor Services John Rennie.

COMPANY MEETINGS.

Extraordinary General Shareholders’ Meeting Brussels, 13 April 2011.

MEETINGS OF SHARE HOLDERS. NEED FOR MEETING TO RATIFY TO EXPRESS THEIR DISAPPROVAL OF, THE DIRECTOR’S PAST CONDUCT. TO CONSIDER THEIR FUTURE PLANS. TO.

1. 2 CVM’s OBJECTIVES u to stimulate the creation of savings and their investment in securities; u to promote the expansion and regular and efficient.

Chapter 13 Reports and Disclosures I: Overview. Lecture Topics Legislative requirements Content of annual financial reports.

regulation of companies

Trinidad & Tobago Corporate Governance Code 2013

Directors and Officers. Corporate Law: Law principles and practice Who manages the company? A company, as an artificial entity, must act through its agents.

FORMATION OF COMPANIES & THE COMPANY CONSTITUTION CORPORATE LAW.

Slides developed by Les Wiletzky Wiletzky and Associates Copyright © 2006 by Pearson Prentice-Hall. All rights reserved. PowerPoint Slides to Accompany.

Chapter 1: Legal Ethics 1. © 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use.

© 2003 McGraw-Hill Australia Pty Ltd, PPTs t/a Accounting Information & Reporting Systems by A. Aseervatham & D. Anandarajah. Slides prepared by Kaye Watson.

Corporate Secretary ship June 2008: Meeting

The company’s internal rules

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Russian Company Law

2017, Russian Company Law: the essentials

The Department of Business Law, Faculty of Law of Lomonosov Moscow State University is pleased to announce a new study book devoted to a relatively new but thriving body of the Russian law – the Russian company law. It is the second book of the Russian Law Essential Series. In the times when Russian business is rapidly developing and the law becomes the most sought after instrument of structuring business relations, this book provides a fresh perspective and a broad legal overview of performance of Russian corporations. It describes business opportunities in the world of contemporary law. The authors sought to scrupulously follow all the recent conceptual innovations and to meticulously analyze the backlog of legal cases. Russian Company Law: The Essentials was created mostly as a course book for Russian students. However, it is addressed to a wide range of readers, including Russian and foreign researchers, law practitioners and businessmen. Russian Company Law: The Essentials is a product of collaboration of academicians and practicing lawyers. While making it we tried to adhere to a functional approach. Therefore, it is going to become a comprehensive and easy practical guidance in the sphere of corporate law, a manual for businessmen and other specialists focused on development of their business skills. Following the functional patterns we decided to devote each chapter to the most practically useful and disputable issues, including but not limited to rights and obligations of shareholders , functions of charter (share) capital, a role of corporate agreements in regulating relations between shareholders , liability issues, corporate control and dispute resolutions within corporations. In the light of the significant changes in the Russian company law over the last three years the book covers a new legislative approach to public and private corporations. Furthermore, it gives thorough insight into the history of the Russian company law which is essential for profound understanding of the subject. The co-authors of Russian Company Law: The Essentials are representatives of the leading law firms in Russia as well as recognized specialists who share their expertise in the company law. The chief editors of the book are Mr. Alexander E. Molotnikov, an associate professor of the Department of Business Law, academic member of the European Corporate Governance Institute, member of the Working Group for expertise and development of corporate legislation of the National Council on Corporate Governance, and Mr. Dmitry I. Dedov, an arbitrator of European Court of Human Rights. We are also delighted to have endorsements from eminent legal experts in international corporate law.

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Company Law

Feb 24, 2013

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Company Law. What is a company?. A Company is a voluntary association of persons formed for the purpose of doing business, having a distinct name and limited liability. They can be incorporated under the Companies Act (it may be any type of company)

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Presentation Transcript

What is a company? • A Company is a voluntary association of persons formed for the purpose of doing business, having a distinct name and limited liability. • They can be incorporated under the Companies Act (it may be any type of company) • Corporations enacted under special enactments ( Even those which are incorporated outside India) • Corporate sole • Any other body corporate notified by the central government

Features of a company • A company is considered as a separate legal entity from its members, which can conduct business with all powers to contract. • Independent corporate entity (Saloman V. Saloman) It is independent of its members and shareholders

Other features • Limited Liability ( either by share or guarantee) • It can own property, separate from its members. The property is vested with the company, as it is a body corporate. • The income of the members are different from the income of the company ( Income received by the members as dividends cannot be same as that of the company) cont….

Features continued.. • Perpetual succession: Death of the members is not the death of the company until it is wound up • As it is a legal entity or a juristic person or artificial person it can sue and be sued • The company enjoys rights and liabilities which are not as that of the members of the company

Lifting of Corporate Veil • As the company is a separate legal entity , is has been provided with a veil, compared to that of individuals who are managing the company. • But if the court feels that such veil has to been used for any wrongful purpose, the court lifts the corporate veil and makes the individual liable for such acts which they should not have done or doing in the name of the company

Circumstances to lift the corporate veil… The corporate veil can be lifted either under the • Statutory provisions or • Judicial interpretations The statutory provisions are Provided under the Companies Act, 1956 The other circumstances are decided through Judicial interpretations, which are based on facts of each case as per the decisions of the court

Statutory circumstances for lifting the corporate veil • Reduction in membership- Less than seven in public company and less than two if it is a private company • Failure to refund application money- After the issue of shares to the pubic, the company has to pay back the initial payment to the unsuccessful applicants (SEBI Guidelines- 130 Days), if they fail to do so, the corporate veil can be lifted. • Mis-description of companies name- While signing a contract if the company’s name is not properly described, then the corporate veil can be lifted.

continued • Misrepresentation in the prospectus- (Derry Vs Peek) In case of misrepresentation, the promoters, directors and every other person responsible in this matter can be held liable. • Fraudulent Conduct- In case the company is carried on with an intent to defraud the creditors, then the court may lift the corporate veil. • Holding and subsidiary companies- A subsidiary has a distinct legal entity from the holding company other than in a few circumstances, so if otherwise shown, the court may under the Act , lift the corporate veil of the subsidiary company.

Circumstances to lift the corporateveil through judicial interpretations • When the court feels that there are no statutory provisions which can pierce the corporate veil, and the identity of the company is not the one which has to exist, and the court has to interfere in order to avoid the activities that are done in the name of the company by persons managing them, it has been empowered to do so…… The circumstances are…..

Judicial interpretations by the court are as follows: • Protection of Revenue- When ever a company uses its name for the purpose of tax evasion or to circumvent tax obligations • Prevention of fraud or Improper conduct- The incorporation has been used for fraudulent purpose, like defrauding the creditors, defeating the purpose of law etc.. • Determination of the character of the company- Enemy company or all the members being the citizens of the enemy country. (Daimler Co. Ltd V. Continental Tyre & Rubber Co. Ltd)

Other circumstances • Where a company is used to avoid welfare legislation- If a company is formed in order to avoid the benefits to the workers like bonus, or other statutory benefits.. • For determining the technical competence of the company- To look into the competency of the company or the shareholders or promoters (New Horizon’s Ltd and Another V. Union of India (1994)

Types of Companies • Limited Company ( Limited by share or by guarantee) • Unlimited company • Government Company • Foreign Company • Private Company • Public Company

Limited Company • Limited by Shares- In such companies, the liability is only the amount which remains unpaid on the shares. • Limited by Guarantee not having share capital-In this type of companies the memorandum of Association limits the members’ liability. It will be based on the undertaking that has been given in MOA for their contribution in case of a winding up. • Limited by guarantee having share capital- In such cases , the liability would be based on the MOA towards the guaranteed amount and the remaining would be from the unpaid sums of the shares held by the person concerned.

Unlimited Company • There is no limit on the liability of the members. The liability in such cases would extend to the whole amount of the company’s debts and liabilities. • Here the members cannot be directly sued by the creditors. • When the company is wound up, the official liquidator will call upon the members to discharge the liability. • The details of the number of members with which the company is registered and the amount of share capital has to be stated in the Articles of Association (AOA).

Government Company • When 51% of the paid up share capital is held by the government. • The share can be held by the central government or state government. Partly by central and partly by two or more governments. • As the legal status of the company does not change by being a government company, there are no special privileges given to them.

Foreign Company • A company incorporated outside India, but having a place of business in India. • If it does not have a place of business in India but only has agents in India it cannot be considered to be foreign company.

Private Company • A company which has a minimum of two persons. They have to subscribe to the MOA and AOA • It should be have a minimum paid up capital of 1 lakh or more as prescribed by the article. • The maximum number of members to be fifty ( it does not include members who are employed in the company, persons who were formerly employed) • The rights to transfer the shares are restricted in the Private companies continued….

Prohibits any invitation to the public to subscribe and therefore it cannot issue a prospectus inviting the public to subscribe for any shares in, or debentures of the company • It prohibits acceptance of deposits from persons other than its members, directors or their relatives. • If two or more are holding one or more shares in a company jointly, they shall for the purpose of this definition, be treated as a single member. • As there is no public accountability like a public company, there is no rigorous surveillance.

Exemption and Privileges of a Private company • It can have a minimum of two members. • It can commence business immediately after obtaining certificate of incorporation. • It need not issue prospectus or statement in lieu of prospectus. • It can have a minimum of 2 directors. • It need not hold statutory meeting or file statutory report with the ROC.

Public Company • A Public company means a company- > Which is not a private company > Which has a minimum paid-up capital of Rs 5 lakh or such higher paid-up capital, as may be prescribed > Which is a private company and is a not a subsidiary of a company, which is private company. >It includes- any company which is a public company with a paid up capital of less than 5 lakh, then it has to enhance its paid up capital as per the statutory requirement

Conversion of Company • The Act provides for conversion of public company into a private company and vice versa • A private company is converted into a public company either by default or by choice in compliance with the statutory requirements. • Once the action for conversion takes place then, a petition can be filed with the central government with the necessary documents for its decision on the matter of conversion

Registration and Incorporation • Association of persons or partnership or more than 20 members ( 10 in case of banking) can register to form a company under the Companies Act, 1956 • If they do not register they can be considered to be illegal association. The contract entered into by this illegal association is void and cannot be validated. Its illegality will not affect its tax liability or its chargeability • The certification of incorporation is the conclusive evidence, that all the requirements for the registration have been complied with the

Incorporation of a Company • The persons who conceive an idea of a company decide and do the necessary work for formation of a company are called the promoters of the Company. • The Promoters are the persons who decide on the formation of the company. • The promoters of a company stand undoubtedly in a fiduciary position though they are not the agent or a trustee of a company. They are the ones “who create and mould the company”. • They may have to enter into pre-incorporation contracts , which can be validated after the incorporation of the company for obtaining certificate of incorporation.

Promoters • They can be remunerated for their services, but they have to enter into a contract before the incorporation of the company through a pre incorporation of the company • They will usually act as nominees or as the first directors of the company • They enter into contracts after the incorporation and before the commencement of business. • But they need not compulsorily participate in the formation of the company.

Sometimes , a few persons may only act as professionals who help the promoters on behalf of the company.. like the solicitor, chartered accountant etc.. and get paid for their services. • The promoters in most of the cases decide as to …What is the type of a company to be formed? • In India promoters generally secure the management of the company that is formed and have a controlling interest in the company’s management

Legal Position of the Promoters • They cannot make profit at the expense of the company, which they have promoted without the knowledge and consent of the company. In case they do so , they may be compelled to account for it. • They cannot sell their property to the company at a profit unless all the material facts are disclosed at the independent board of directors or the shareholders of the company. • If they do so, the company may repudiate the contract of sale or confirm the sale after recovering the profit made by the promoter.

Promoters have the following liabilities under the Companies Act, 1956 • They can be liable for non compliance of the provisions of the Act • Severe penalty may be imposed • The court may suspend the promoter from taking part in the management of the company • Liable for any untrue statement in the prospectus to the person who has subscribed for any shares or debentures on the faith of the prospectus The liabilities are …. a) to set aside the allotment of shares, b) sued for damages, c) sued for compensation d) criminal proceedings

The requirements are as follows • Application for availability of name • Preparation of MOA and AOA • Selection and finalization of MOA and AOA- Its printing, stamping and signing • Preparation of other necessary documents • Filling of the required documents for Registration to obtain certificate of incorporation and Certificate of commencement of business

Memorandum of Association • It is the charter of the company • It contains the fundamental conditions upon which the company can be incorporated • It contains the objects of the company’s formation • The company has to act within objects specified in the MOA • It defines as well as confines the powers of the company • Any thing done beyond the objects specified in the MOA will be ultra vires. Their transactions will be null and void • The outsider have to transact looking into the MOA

Conditions of the MOA • It should be printed • Divided into paragraph and numbers consecutively • Signed by at least seven persons or two in case of public and private company respectively. • The signature should be in the presence of a witness, who will have to attest the signature • Members have to take shares and write the number of shares taken with full address

The MOA of the Limited Company • The name of the company with ‘limited’ as the last word • The name of the state where the registered office of the company is to be situated • The objects of the company stating the ‘Main objects’ and the ‘other objects’ • The declaration about the liability of the members is limited ( limited by shares or guarantee) • The amount of the authorized share capital, divided into shares of fixed amounts.

The Compulsory Clausesin MOA • The Name Clause – it decides on the name of the company based on the capital involved • The Registered Office Clause- where it has registered its head office and other branch office ( The registered office can be changed with the permission of the ROC) • The Object Clause- Main object, ancillary object and the other objects of the company are clearly specified ( Ashbury Railway Carriage Co V. Riche). The applicable doctrine here is the “ Doctrine of Ultra Vires” beyond the powers of the company (opposed to Intra Vires)

The Liability Clause- What is the liability of its members.. limited by shares or guarantee or unlimited, there can be alteration in the liability clause • The Capital Clause - The amount of the nominal capital of the company, number of shares in which it is to be divided… alteration of the capital clause etc • The Association or Subscription clause- Where the subscribers to the MOA declare that they respectively agree to take the number of the shares in the capital. It has to have the following: a) They have to sign in the presence of two witnesses, who attest the signatures, b) The subscriber to take at least one share. c) After the name the subscriber has to write the number of shares taken

“Doctrine of Ultra Vires” • The powers exercisable by the company are to be confined to the objects specified in the MOA. • So it is better to define and include the provisions regarding the acquiring of business, sharing of profits, promoting company and other financial, gifts , political party funds etc • If the company acts beyond the powers or the objects of the company that is specified in the MOA, the acts are considered to be of ultra vires. Even if it is ratified by the all the members, the action is considered to be ineffective. • Even the charitable contributions have to be based on the object clause. ( A Lakshmanaswami Mudaliar V. LIC of India)

The consequences of the ultra vires transactions are as follows: • Injunction • Directors’ personal liability. • If a property has been purchased and it is an ultra vires act, the company can have a right over that property. • The doctrine to be used exclusively for the companies’ interest. • But the others cannot use this doctrine as a tool to attack the company

Articles of Association • It is the companies bye- laws or rules to govern the management of the company for its internal affairs and the conduct of its business. • AOA defines the powers of its officers and also establishes a contract between the company and the members and between the members inter se • It can be originally framed and altered by the company under previous or existing provisions of law.

AOA • AOA plays a subsidiary part to the MOA • Any thing done beyond the AOA will be considered to be irregular and may be ratified by the shareholders. • The content of the AOA may differ from company to company as the Act has not specified any specific provisions • Flexibility is allowed to the persons who form the company to adopt the AOA within the requirements of the company law • The AOA will have to be conversant with the MOA, as they are contemporaneous documents to be read together. • Any ambiguity and uncertainty in one of them may be removed by reference to the other.

Contents of the AOA may be as follows: • Share capital • Lien on shares • Calls on shares • Transfer and transmission of shares • Forfeiture of the shares • Surrender of the shares • General meetings • Alteration of the capital • Directors etc.. • Dividends and reserves • Account and audit • Borrowing powers • Winding up • Adoption of the preliminary contracts etc….

Doctrine of Constructive notice and Indoor Management • Persons dealing with the company have to satisfy themselves. But need not know the internal irregularity. Royal British Bank V. Turquand (Turquand Rule) Directors issuing a bond. • The doctrine of Constructive notice can be invoked by the company to operate against the persons dealing with the company. • The outsider cannot embark, but only can acquaint upon the MOA and AOA. (Official Liquidator, Manasube &Co Pvt Lid V. Commissioner of Police)

Exceptions to the Doctrine of Where the outsider cannot claim the relief on the grounds of “Indoor management” • Knowledge of irregularity • No knowledge of articles • Negligence • Forgery • Non- Existent authority of the company

Raising of Capital From Public • The companies can raise money by offering securities for sale to the public. • They can invite the public to buy shares, which is known as public issue. • For this purpose the company may issue a prospectus, which may include a notice circular, advertisement or other documents which are issued to invite public deposits.

Prospectus • It is an invitation issued to the public to purchase or subscribe shares or debentures of the company. • Every prospectus must be dated. The date of publication and the date of issue must be specifically stated in the prospectus. • The golden rule of the prospectus is that every detail has to be given in strict and scrupulous accuracy. The material facts given in the prospectus are presumed to be true.( New Brunswick and Canada Railway. Land & Co. Vs. Muggerridge).

Various forms in which the prospectus can be issued. • Shelf Prospectus: Prospectus is normally issued by financial institution or bank for one or more issues of the securities or class of securities mentioned in the prospectus. • There can be deemed prospectus also if it is issued by the issue house • ‘Information Memorandum’: It means a process, which is undertaken prior to the filing of prospectus. • Even an Advertisement , that the shares are available is considered to be prospectus

Contents of the prospectus • General information • Capital structure • Terms of present issue • Management and projects • Management and perception of risk factor It is compulsory to register the prospectus with the Registrar

Civil Liability for MisstatementsIn case of any untrue statement in the prospectus • The liability will be on the director of the company , whose name was written during the time of issue • The persons who have authorized their names to be theirs in the prospectus to be named as directors • Promoter • Every person including the person who is an expert and has authorized his name to be issued with the prospectus

Remedies for misstatements in the prospectus • Relying on the prospectus if any person buys shares, the person may • Rescind the contract ( only when there is misrepresentation relating to the material facts. The rescission has to be done within a reasonable time • Claim damages- it can be claimed from the directors, promoters or other persons who has authorized their name to be written during the issue of the prospectus

Share Capital • Share: Share is defined as “an interest having a money value and made up of diverse rights specified under the articles of association”. • Share capital: Share capital means the capital raised by the company by issue of shares. • A share is a share in the share capital of the company including the stock. • Share gives a right to participate in the profits of the company, or a share in the assets when the company is going to be wound up.

Other features of a share • A share is not a negotiable instrument, but it is a movable property. • It is also considered to be goods under the Sale of Goods Act, 1930. • The company has to issue the share certificate. • It is subject to stamp duty. • The ‘Call’ on Shares is a demand made for payment of price of the shares allotted to the members by the Board of Directors in accordance with the Articles of Association. • The call may be for full amount or part of it.

Share Certificate and Share Warrant • Share Certificate:The Share Certificate is a document issued by the company and is prima facie evidence to show that the person named therein is the holder ( title) of the specified number of shares stated therein. • Share certificate is issued by the company to the ( share holder) allottee of shares. • The company has to issue within 3 months from the date of allotment. In case of default the allottee may approach the central government • Share Warrant: The share warrant is a bearer document issued by the company under its common seal. As share warrant is a negotiable instrument, it is transferred by endorsement and by mere delivery like any other negotiable instrument.

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MoSCoW Prioritization

What is moscow prioritization.

MoSCoW prioritization, also known as the MoSCoW method or MoSCoW analysis, is a popular prioritization technique for managing requirements. 

  The acronym MoSCoW represents four categories of initiatives: must-have, should-have, could-have, and won’t-have, or will not have right now. Some companies also use the “W” in MoSCoW to mean “wish.”

What is the History of the MoSCoW Method?

Software development expert Dai Clegg created the MoSCoW method while working at Oracle. He designed the framework to help his team prioritize tasks during development work on product releases.

You can find a detailed account of using MoSCoW prioritization in the Dynamic System Development Method (DSDM) handbook . But because MoSCoW can prioritize tasks within any time-boxed project, teams have adapted the method for a broad range of uses.

How Does MoSCoW Prioritization Work?

Before running a MoSCoW analysis, a few things need to happen. First, key stakeholders and the product team need to get aligned on objectives and prioritization factors. Then, all participants must agree on which initiatives to prioritize.

At this point, your team should also discuss how they will settle any disagreements in prioritization. If you can establish how to resolve disputes before they come up, you can help prevent those disagreements from holding up progress.

Finally, you’ll also want to reach a consensus on what percentage of resources you’d like to allocate to each category.

With the groundwork complete, you may begin determining which category is most appropriate for each initiative. But, first, let’s further break down each category in the MoSCoW method.

Start prioritizing your roadmap

Moscow prioritization categories.

1. Must-have initiatives

As the name suggests, this category consists of initiatives that are “musts” for your team. They represent non-negotiable needs for the project, product, or release in question. For example, if you’re releasing a healthcare application, a must-have initiative may be security functionalities that help maintain compliance.

The “must-have” category requires the team to complete a mandatory task. If you’re unsure about whether something belongs in this category, ask yourself the following.

If the product won’t work without an initiative, or the release becomes useless without it, the initiative is most likely a “must-have.”

2. Should-have initiatives

Should-have initiatives are just a step below must-haves. They are essential to the product, project, or release, but they are not vital. If left out, the product or project still functions. However, the initiatives may add significant value.

“Should-have” initiatives are different from “must-have” initiatives in that they can get scheduled for a future release without impacting the current one. For example, performance improvements, minor bug fixes, or new functionality may be “should-have” initiatives. Without them, the product still works.

3. Could-have initiatives

Another way of describing “could-have” initiatives is nice-to-haves. “Could-have” initiatives are not necessary to the core function of the product. However, compared with “should-have” initiatives, they have a much smaller impact on the outcome if left out.

So, initiatives placed in the “could-have” category are often the first to be deprioritized if a project in the “should-have” or “must-have” category ends up larger than expected.

4. Will not have (this time)

One benefit of the MoSCoW method is that it places several initiatives in the “will-not-have” category. The category can manage expectations about what the team will not include in a specific release (or another timeframe you’re prioritizing).

Placing initiatives in the “will-not-have” category is one way to help prevent scope creep . If initiatives are in this category, the team knows they are not a priority for this specific time frame. 

Some initiatives in the “will-not-have” group will be prioritized in the future, while others are not likely to happen. Some teams decide to differentiate between those by creating a subcategory within this group.

How Can Development Teams Use MoSCoW?

  Although Dai Clegg developed the approach to help prioritize tasks around his team’s limited time, the MoSCoW method also works when a development team faces limitations other than time. For example: 

Prioritize based on budgetary constraints.

What if a development team’s limiting factor is not a deadline but a tight budget imposed by the company? Working with the product managers, the team can use MoSCoW first to decide on the initiatives that represent must-haves and the should-haves. Then, using the development department’s budget as the guide, the team can figure out which items they can complete. 

Prioritize based on the team’s skillsets.

A cross-functional product team might also find itself constrained by the experience and expertise of its developers. If the product roadmap calls for functionality the team does not have the skills to build, this limiting factor will play into scoring those items in their MoSCoW analysis.

Prioritize based on competing needs at the company.

Cross-functional teams can also find themselves constrained by other company priorities. The team wants to make progress on a new product release, but the executive staff has created tight deadlines for further releases in the same timeframe. In this case, the team can use MoSCoW to determine which aspects of their desired release represent must-haves and temporarily backlog everything else.

What Are the Drawbacks of MoSCoW Prioritization?

  Although many product and development teams have prioritized MoSCoW, the approach has potential pitfalls. Here are a few examples.

1. An inconsistent scoring process can lead to tasks placed in the wrong categories.

  One common criticism against MoSCoW is that it does not include an objective methodology for ranking initiatives against each other. Your team will need to bring this methodology to your analysis. The MoSCoW approach works only to ensure that your team applies a consistent scoring system for all initiatives.

Pro tip: One proven method is weighted scoring, where your team measures each initiative on your backlog against a standard set of cost and benefit criteria. You can use the weighted scoring approach in ProductPlan’s roadmap app .

2. Not including all relevant stakeholders can lead to items placed in the wrong categories.

To know which of your team’s initiatives represent must-haves for your product and which are merely should-haves, you will need as much context as possible.

For example, you might need someone from your sales team to let you know how important (or unimportant) prospective buyers view a proposed new feature.

One pitfall of the MoSCoW method is that you could make poor decisions about where to slot each initiative unless your team receives input from all relevant stakeholders. 

3. Team bias for (or against) initiatives can undermine MoSCoW’s effectiveness.

Because MoSCoW does not include an objective scoring method, your team members can fall victim to their own opinions about certain initiatives. 

One risk of using MoSCoW prioritization is that a team can mistakenly think MoSCoW itself represents an objective way of measuring the items on their list. They discuss an initiative, agree that it is a “should have,” and move on to the next.

But your team will also need an objective and consistent framework for ranking all initiatives. That is the only way to minimize your team’s biases in favor of items or against them.

When Do You Use the MoSCoW Method for Prioritization?

MoSCoW prioritization is effective for teams that want to include representatives from the whole organization in their process. You can capture a broader perspective by involving participants from various functional departments.

Another reason you may want to use MoSCoW prioritization is it allows your team to determine how much effort goes into each category. Therefore, you can ensure you’re delivering a good variety of initiatives in each release.

What Are Best Practices for Using MoSCoW Prioritization?

If you’re considering giving MoSCoW prioritization a try, here are a few steps to keep in mind. Incorporating these into your process will help your team gain more value from the MoSCoW method.

1. Choose an objective ranking or scoring system.

Remember, MoSCoW helps your team group items into the appropriate buckets—from must-have items down to your longer-term wish list. But MoSCoW itself doesn’t help you determine which item belongs in which category.

You will need a separate ranking methodology. You can choose from many, such as:

• Weighted scoring
• Value vs. complexity
• Buy-a-feature
• Opportunity scoring

For help finding the best scoring methodology for your team, check out ProductPlan’s article: 7 strategies to choose the best features for your product .

2. Seek input from all key stakeholders.

To make sure you’re placing each initiative into the right bucket—must-have, should-have, could-have, or won’t-have—your team needs context. 

At the beginning of your MoSCoW method, your team should consider which stakeholders can provide valuable context and insights. Sales? Customer success? The executive staff? Product managers in another area of your business? Include them in your initiative scoring process if you think they can help you see opportunities or threats your team might miss. 

3. Share your MoSCoW process across your organization.

MoSCoW gives your team a tangible way to show your organization prioritizing initiatives for your products or projects. 

The method can help you build company-wide consensus for your work, or at least help you show stakeholders why you made the decisions you did.

Communicating your team’s prioritization strategy also helps you set expectations across the business. When they see your methodology for choosing one initiative over another, stakeholders in other departments will understand that your team has thought through and weighed all decisions you’ve made. 

If any stakeholders have an issue with one of your decisions, they will understand that they can’t simply complain—they’ll need to present you with evidence to alter your course of action.  

Related Terms

2×2 prioritization matrix / Eisenhower matrix / DACI decision-making framework / ICE scoring model / RICE scoring model

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