问答题(b) whether your answer would differ if the director was a director of a private company. (3 marks)

问答题Arend and Company Limited was formed for the purpose of selling tools of all kinds. It was mentioned in the memorandum as the main object of the company. Arend and Company Limited, (a) took loans to build stocks; (2 marks) (b) repaired tools for profit; (2 marks) (c) gave employees loans to buy cars for personal and official use; (2 marks) (d) ran training courses for customers and others instructing the proper use of tools; and (2 marks) (e) expanded its business to sell refrigerators and air conditioners. (2 marks) Required: Explain whether these activities (a) to (e) would be regarded as ‘ultra vires’. (10 marks)

问答题(b) Discuss the consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni. (5 marks)

问答题On the advice of his accountant, Mat registered a private limited company to conduct his small manufacturing business in January 2010. One of the reasons for establishing the company was to avoid liability for potential losses. The initial shareholders of the company were Mat, his wife Mary, and her father Norm, who each took 1,000 shares in the company, each with a nominal value of ￡1. The accountant explained that they did not have to pay the full nominal value of the shares at once, so they each paid only 25 pence per share taken, with the result that they still owed the company a further 75 pence per share to be paid at a later date. When the company was established it became apparent that it needed to borrow money from a bank to finance an expansion in production. To that end Oop bank plc lent the company ￡20,000 secured by a fixed charge against the land Mat had previously transferred to the company, with an additional personal guarantee from Mat for any further debts owed by the company to the bank. Unfortunately the business has not proved successful and Mat and the other shareholders have decided that it is better to liquidate the company rather than run up any more debts. The current situation is that the company’s land is worth ￡20,000 and it has further assets to the value of ￡7,750, but it has debts to business creditors of ￡10,000 and owes the bank a further ￡10,000 on its bank overdraft. Required: Explain the rights of the various creditors and the potential liability of Mat, Mary and Norm. (The actual costs of winding up may be ignored.) (10 marks)

问答题(b) Simoni is a shareholder in a newly registered public company, Ndarama Ltd. The company is a mining concern specialising in the excavation and mining of precious minerals such as gold and diamonds. Initially the company started as a private company and converted into a public company in 2002 when it launched a successful public share offer. Simoni bought 3,000 shares then and has since bought another 2,000 shares through a rights issue that was launched by the company in 2005. Since becoming a public company in 2002 it has always made profits and the shares have consistently performed well on the Zimbabwe Stock Exchange. However, the directors have consistently refused to declare dividends. The reason the directors have given is that the company wants to buy more advanced mining equipment and computers. Recently, the company opened a new mine in Marange communal lands, where vast diamond deposits have been discovered and its share price on the local bourse has surged even further. Simoni feels a sense of grievance due to the fact that in spite of the handsome after tax profits the company has been making, no dividends have been declared. At the same time Simoni does not wish to dispose of his shares. Required: Advise Simoni as to whether or not he can sue the company for wilful refusal to declare dividends. (5 marks)

问答题(b) the legal regulation of corporate governance. (7 marks)

问答题(b) Distinguish between: (i) voluntary winding up; (4 marks) (ii) compulsory winding up. (4 marks)

问答题(b) state the conditions to be met by Appliance Co when it was claiming the set-off of credit and debt with Department Store. (6 marks)

问答题Discuss the concept of corporate governance in so far as it applies to Zimbabwe. (10 marks)

问答题Last week, Collins went to a supermarket to buy a snack. In the supermarket, he picked up a packet of potato chips from the shelf. The price tag on the packet indicated that the price for the potato chips was HK$20. When Collins gave HK$20 to the cashier of the supermarket, the cashier told him that the price for the potato chips should be HK$40. Required: In relation to contract law, advise Collins as to whether he could insist on paying HK$20 for the potato chips. (10 marks)

问答题In relation to the law of contract, analyse the nature of a contract. (10 marks)

问答题Hai is an employee of a construction company and was working on a building site where a new office was being built. Whilst working on the roof of the new building, Hai accidentally dropped one of his tools and injured Linh, who was walking past the building site at the time. Linh’s injuries resulted in the need for hospital treatment and absence from work for two weeks. As a result of the accident, Linh wishes to make a claim for medical expenses and wages lost due to absence from work. Required: Explain the rights and obligations that may arise in respect of Hai, Hai’s employer and Linh. (10 marks)

问答题(b) Delegated legislation. (5 marks)

问答题In terms of the Companies Act, 2005, explain the role of the company secretary. (10 marks)

问答题(c) the role of non-executive directors within the context of the UK Corporate Governance Code. (4 marks)

问答题(b) State whether your answer would be different if Sonic Coach Tours Ltd has also discovered that both Kgabo and Morena have been keeping some of the fares paid by passengers. (3 marks)

问答题In relation to the law of partnership, discuss the various ways in which a partnership may be terminated. (10 marks)

问答题(b) explain and distinguish between termination of contract and dissolution of contract. (8 marks)

问答题In January 2009, Amy started a business as an independent website designer. To give her a start in her career, her brother Ben, who ran a retail business, said he would give her ￡1,000 if she updated his business website. At the same time, her friend Che asked her to do work for his business, also for a set fee of ￡1,000. However, by the time Amy had completed the two projects her design business had become a huge success and she had lots of other clients. When Ben and Che discovered how successful Amy’s business had become they both felt that they should not be asked to pay for the work they had commissioned. Ben said he would not pay anything as he had only offered the work to help his sister out. Che said he would not pay anything either, on the basis that he had only given her work to do on the basis of their friendship. Required: Advise Amy as to whether she can insist on Ben and Che paying the full amounts of their initial promises. (10 marks)

问答题(b) Past consideration is not valid consideration. (4 marks)