问答题(b) state the exceptions to the principle that a company is distinct from its shareholders. (5 marks)

问答题(c) a counter-offer. (4 marks)

问答题Zafar is a partner of the firm Elixir Traders, which has been supplying cotton to textile manufacturers for the past decade. Last month, a casual vacancy occurred on the board of directors (‘Board’) of Fine Textile Limited (‘FTL’) a public unlisted company. Zafar, who has been well-known to the other members of the Board, was appointed to fill the vacancy. Last week, during a meeting of the Board (‘Board Meeting’), the matter of purchasing cotton from Elixir Traders was discussed. The Board resolved to purchase cotton from Elixir Traders. Zafar voted in favour of the resolution. Now, a shareholder of FTL has objected that Zafar has unlawfully influenced the matter to benefit his own firm and that he should not have been present at the Board Meeting. Required: Under the Companies Ordinance, 1984, advise Zafar on the validity of the shareholder’s objections, and the consequences for Zafar of the proceedings at the Board Meeting. (10 marks)

问答题(b) describe the remedies available in relation to a successful claim for unfair dismissal. (5 marks)

问答题Andrew is the owner of a bakery. There have been a number of burglaries in the vicinity of the bakery and he decided to install a security alarm system. He entered into a contract with Betta Security CC for the installation of the alarm. Andrew was requested to read and fill in a form confirming the order. The form contained a clause that ‘Betta Security CC accepts no liability whatsoever for any injury or loss sustained as a consequence of the wrongful installation or operation of any equipment supplied or fitted by it’. The installation of the alarm was carried out incorrectly. During the night the wiring short-circuited, which caused a fire that destroyed the bakery. Betta Security CC admits negligence but refuses to compensate Andrew for the losses sustained, relying on the exclusion clause. Required: Advise Andrew on the validity and consequences of the exclusion clause. (10 marks)

问答题(a) ABC Sdn Bhd wishes to appoint the following persons as directors: (i) Jessie, a retired professor of corporate governance at the University of Corporate Values, in South Africa. She is a citizen of South Africa and currently resides there. (3 marks) (ii) Joe, a Malaysian, who had been declared bankrupt by the High Court six years ago. He has a reputation for being an excellent corporate manager and has a track record of reviving and transforming ailing companies into very profitable ones. (3 marks) Required: Advise ABC Sdn Bhd whether there would be any legal obstacles to the appointment of Jessie and Joe as directors of ABC Sdn Bhd. Note: The mark allocation is shown against each part. (b) XYZ Sdn Bhd (XYZ) recently entered into a contract with LMN Building Contractors Sdn Bhd (LMN). This was for the building by LMN of a factory for XYZ. The decision to award the contract to LMN was made three weeks ago at a meeting of the full board of directors of XYZ. One of the directors of XYZ, Ben, is also a substantial shareholder of LMN. Ben did not disclose this fact to XYZ, or its board. A further fact was that although Ben was present at the board meeting at which the decision to award the contract to LMN was made, he remained silent throughout the meeting and did not vote on the matter. Yesterday XYZ discovered Ben’s shareholding in LMN and seeks your advice as to whether it may avoid the contract with LMN. Required: Advise XYZ. (4 marks)

问答题In the context of company law, discuss the concept of separate personality and the consequences that flow from it. (10 marks)

问答题ABC Ltd is a private limited liability company which carries on business in the tourism industry. ABC Ltd has adopted Table A as its articles of association. The only assets which ABC Ltd holds are two hotels, which are both in operation. Due to the global economic crisis, ABC Ltd faces fi nancial diffi culties. Amanda, who is one of the directors of ABC Ltd, is contemplating ways to help ABC Ltd raise money. Required: Advise Amanda on the ways ABC Ltd may raise money. (10 marks)

问答题(c) state how to deal with Dahua Company’s debts of RMB 500,000 yuan owed to a local electricity plant. (4 marks)

问答题In the context of corporate governance explain the role of the external company auditors, paying particular regard to the following issues: (a) their qualifications; (b) their powers; (c) their duties. (10 marks)

问答题During Daisy’s interview, the company offered Daisy the job and promised to keep the offer open until the end of this week. Daisy agreed to consider the offer and reply to the company within the week. Required: (b) In relation to contract law, advise the company as to whether the company may withdraw the offer before the end of this week. (4 marks)

问答题Due to the failure to pay the price of construction materials at a value of RMB 3 million yuan by Singen Construction Co, City Materials Co applied to the local people’s court to declare for its bankruptcy. The court approved the application after necessary review of the facts. At the end of the liquidation process, the liquidation committee listed the assets, debts and the various expenses of Singen Construction Co as follows. (i) It had total assets of RMB 19 million yuan. (ii) It had total debts and other liabilities in the amount of RMB 29 million yuan, including: (1) wages and insurance premiums payable of RMB 3·5 million yuan (2) VAT due of RMB 3·2 million yuan (3) the expenses of liquidation of RMB 300,000 yuan (4) the various debts due of RMB 22 million yuan. (iii) Among the bankruptcy assets, Singen Construction Co held five buildings which were duly registered with the local Registry Centre of Real Estate. The Certificate of Real Estate indicated that Buildings No. 1, 2 and 3 had been detained by the order of the local court for a dispute with a third party before the liquidation process started. However, Singen Construction Co had put these three buildings as things mortgaged to Steel Company for the debts payable at RMB 2 million yuan, without registration of the mortgage agreement with the Registration Centre of Real Estate. The current assessed price of the three buildings was RMB 2 million yuan. (iv) Buildings No. 4 and 5 had been mortgaged to Financial Company for a loan of RMB 3 million yuan and been duly registered with the Registry Centre of Real Estate. The current assessed price of the two buildings was RMB 2 million yuan. Required: Answer the following questions in accordance with the relevant provisions of the Enterprise Bankruptcy Law and the Property Law of China, and give your reasons for your answer:

问答题Greenacres (Pty) Ltd has three shareholders: Henry, Irma and John. Irma and John are married. All three shareholders are also directors of the company. John recently discovered that Henry and Irma are having an affair. John now refuses to fulfi l his required directorial obligations, such as attending board meetings and signing cheques on behalf of the company. It has become increasingly obvious that it is no longer possible for the company to function appropriately or to conduct any business. Required: Advise the parties, and discuss the circumstances in which a court may wind-up a company on the grounds that it is ‘just and equitable’ to do so. (10 marks)

问答题In relation to the Companies Act, 2006, explain the duty of directors to promote the success of the company, and to whom such a duty is owed. (10 marks)

问答题(b) Hanim wrote a letter to his old friend, Lim, offering to sell 2,000 of his shares in ABC Sdn Bhd, to Lim at a price of RM2·20 per share. Although Lim considered the price to be reasonable, he wrote back to Hanim, in the following words, ‘I am willing to purchase the shares at RM2·00 per share’. Two weeks later, after not receiving any reply from Hanim, Lim wrote a letter to Hanim accepting Hanim’s original offer. Hanim now refuses to sell the shares to Lim. Required: Advise Lim whether he may successfully sue Hanim for breach of contract. (5 marks)

问答题(b) Whether he is liable for the payment of the Price. (6 marks)

问答题Maseru (Pty) Ltd is a private company with an annual turnover of about R80 million. Its articles are in the form of Table A. It has three directors, who are also its only shareholders. The day-to-day running of the business is left to John, one of the directors. John keeps the board of directors informed on a regular basis of whatever transactions he makes. The other directors are happy with this arrangement and have never overturned any of the transactions that John made. John, to the knowledge of his fellow directors, refers to himself as the managing director and the chief executive of Maseru (Pty) Ltd, although he has never been officially appointed as such. In February 2009, John entered into a contract on Maseru (Pty) Ltd’s behalf with Sandeep to refurbish the offices of Maseru (Pty) Ltd at a cost of R1 million. Sandeep did so and presented his invoice for payment. However, when John presented the bill to the board of directors for approval, they refused to authorise payment claiming that John did not have the authority to enter into the contract with Sandeep. Required: Advise whether Maseru (Pty) Ltd is liable to pay Sandeep. (10 marks)

问答题(b) explain and distinguish between the following terms: (i) executory consideration; (2 marks) (ii) executed consideration; (2 marks) (iii) past consideration. (3 marks)

问答题(a) Describe the rights of a limited liability partner. (7 marks)

问答题In relation to the takeover of a company (‘the target company’) by another company, explain the statutory provisions governing the compulsory acquisition of the minority's shareholding of the target company. (10 marks)