问答题(b) explain the role of the company secretary. (7 marks)

问答题In 2010 Fay, Gus and Het formed a private limited company, FGH Ltd, to carry out technological research. They each took 100 shares in the company and each of them became a director in the company. In January 2012 Fay admitted that she had been working with a much larger rival company, Ix plc, and that she had passed on some of FGH Ltd’s research results to Ix plc in return for substantial payment. Fay maintains that she has done no harm, as FGH Ltd was not capable of using the information. Nonetheless, Gus and Het are extremely angered by Fay’s actions. Required: Advise Gus and Het as to any grounds, and the procedure, for taking action against Fay and the nature of any remedies that may be available in the light of her conduct. Note: any possible action against Ix plc under the Bribery Act 2010 may be ignored for the purposes of this question. (10 marks)

问答题(c) Special business. (3 marks)

问答题In relation to the law of delict, explain the meaning of causality and of remoteness of damage. (10 marks)

问答题Andy and Beauty have been clerks of a company for one year. It is the rule of the company that the employees have to be punctual in reporting for their duties. Yesterday, both Andy and Beauty were late for the offi ce by fi ve minutes. The reason for Andy’s lateness was that he had to take his mother to the hospital. It was the fi rst time that Andy was late for the office. Beauty had given no explanation for her lateness. It was also the third time within the same month that Beauty was in breach of the rule. During the previous two occasions, the company had issued written warnings against Beauty. The company is now considering dismissing both Andy and Beauty for being late for the office. Required: In relation to employment law, advise the company as to whether the company can dismiss both Andy and Beauty summarily by reason of being late. (10 marks)

问答题(b) State TWO different legal actions Ms Huang was entitled to take to protect the rights of Daqing and itsshareholders due to the affiliated transactions with Everbright Co.(4 marks)

问答题In relation to a common law legal system, explain and distinguish between civil and criminal law, providing a statutory example of each category, and identify the different courts that deal with each category of law. (10 marks)

问答题(b) Defi ne the various contractual terms. (5 marks)

问答题Ax, a Swedish manufacturer, contacted Bo, a German manufacturer, to enquire about Bo making special screws of a particularly high quality. Bo provided by return a list of prices and delivery periods. Ax then ordered 3,000 screws and also 3,000 specialised nuts and bolts, not mentioned before. Bo requested payment in advance or a letter of credit. Ax, in turn, asked for a pro-forma invoice. When Bo sent the invoice it listed screws of a lower quality than the original specification with their respective prices. Ax objected immediately and demanded delivery of the articles in the ‘ordered’ quality. Bo agreed to delivery of higherquality articles but insisted on a higher price than on the invoice. Ax insisted on delivery of the higher-quality items but for the price listed in the invoice. Required: Advise the parties whether or not they have entered into a binding contractual agreement on the basis of the UN Convention on Contracts for the International Sale of Goods. (10 marks)

问答题(b) the exceptions to the said prohibition. (5 marks)

问答题(b) Explain the protection afforded to creditors who may be prejudiced by such reduction. (5 marks)

问答题(b) Explain how Lan’s grandchildren may be authorised to carry out transactions on her behalf. (5 marks)

问答题(b) constructive dismissal and summary dismissal. (5 marks)

问答题Sim and Sam formed a partnership whose sole business was to purchase well-bred horses that ran in various races in South Africa. They both met as usual at 10 in the morning and decided to purchase a horse named ‘Beauty’ for R50,000. After Sim left, Sam decided to purchase another well-bred horse called ‘Champion’ for R50,000. In the weekly auction, Champion was sold for a net profi t of R1,000,000 while Beauty did not attract any buyer. Sim came to know of it and claimed that half of R1,000,000 that Sam made belonged to him. Alternatively, all the profi ts that Sam made belonged to the partnership. Required: Advise Sim. (10 marks)

问答题Explain the grounds upon which a person may be disqualified under the Companies Act, 1990. (10 marks)

问答题(c) a fl oating charge. (4 marks)

问答题(b) Explain the consequences of a purchaser of shares failing to pay for the shares by the required deadline for payment. (4 marks)

问答题Jolly Trading Sdn Bhd, a subsidiary of Jolly Holdings Bhd has recently done the following, pursuant to a decision of its board of directors: (a) Purchased a motorcar, a three-year old Mercedes Benz, from one of its directors, Mercy, at a price of RM280,000 which reflects its market value. (5 marks) (b) Appointed Samseng, aged 72, as an additional director. (5 marks) Required: Advise the board of directors whether there has been any breach of the provisions of the Companies Act 1965 in respect of the above transactions, (a) and (b). Note: the mark allocation is shown against each transaction. (10 marks)

问答题Under the Maltese legal system, describe the manner in which the courts are structured, explaining the jurisdiction of the different courts. (10 marks)

问答题In relation to company law, explain and distinguish between: (a) companies limited by guarantee; and (5 marks) (b) companies limited by shares. (5 marks)