问答题Marange Steelmakers Ltd is a public company which is duly registered and is operating in terms of the laws of Zimbabwe. It is a construction company whose registered address is in Harare. It started as a private limited liability company, which converted into a public company in 2005. It was registered on the Zimbabwe Stock Exchange in February 2006 after launching a very successful Initial Public Offer (IPO) to the investing public. Between 2006 and 2009 the company only made modest profits and did not declare a dividend. However, for the 2010 financial year the company made a massive profit after tax of $100 million and the directors decided to put aside $70 million to boost reserves and $30 million for dividends. The majority of the shareholders were extremely unhappy over this development and at the Annual General Meeting which was held in April 2010, they decided to reallocate half of the profits after tax ($50 million) towards dividends and the other half ($50 million) towards the company’s reserves. Required: In relation to company law, advise the board of directors as to whether or not the shareholders’ resolution to increase the dividend amount is legal. (10 marks)

问答题(b) state the requirements for capital of: (i) a general limited liability company; (2 marks) (ii) a sole-person limited liability company; and (2 marks) (iii) a company with exclusive state-ownership. (2 marks)

问答题(b) Explain whether or not Kut Ltd is liable to pay Max.(4 marks)

问答题F&G Services Ltd is a private limited liability company. Fiona is a shareholder and director in F&G Services Ltd, holding 70% of its issued share capital. F&G Services Ltd is experiencing fi nancial diffi culties and Fiona believes that the company should issue shares at a discount in order to attract existing shareholders to subscribe for new shares. Fiona also contemplates the possibility of third parties investing in the company. Required: Advise Fiona as to how to proceed with her suggestions. (10 marks)

问答题(b) ‘redeemable capital’. (5 marks)

问答题(b) discuss any FOUR situations in which the veil of incorporation may be disregarded. (8 marks)

问答题(b) Explain the implications of the decision to exclude Hai from the rearranged meeting and the proposal to confer powers on the board of management to restrict the participation of potentially disruptive shareholders in future meetings. (5 marks)

问答题(c) Arbitration. (4 marks)

问答题In relation to the law of delict, explain the wrong of ‘passing’ off and discuss one remedy available to the plaintiff in a passing off action. (10 marks)

问答题(b) Explain the extent of the liability of the directors of Sparks Limited under the provisions of the Companies Act, 1995, relating to ‘Offences antecedent to dissolution or in course of winding up’. (7 marks)

问答题In relation to the Botswana legal system, explain the structure of the Botswana court system and outline the jurisdiction of the various courts. (10 marks)

问答题In relation to the law of professional negligence, analyse the duty of care of company auditors. (10 marks)

问答题(b) legislation, including delegated legislation. (4 marks)

问答题(b) volenti non fit injuria. (5 marks)

问答题(b) the duty to exercise reasonable skill, care and diligence; (4 marks)

问答题2.Food Shop sent a fax to Sanyi Farm to inquire about the price of tomatoes as follows: ‘100,000 kg of tomatoes isurgently needed. Reply as soon as possible.’ Upon receipt of the fax, Sanyi Farm shipped 100,000 kg of tomatoes to Food Shop. The latter took delivery of thegoods without any objection. On selling the goods Food Shop found that the quality of tomatoes did not meet thestandard required and had to sell the goods at a 20% discount. Food Shop considered that there was no contractbetween the two parties, since its fax to Sanyi Farm did not contain the price, which was one of the essential factorsto be an effective offer. Required: In accordance with the Contract Law:

问答题(c) discuss the extent of an agent’s authority. (5 marks)

问答题(b) any potential legal liability in regard to the dividend payment. (4 marks)

问答题In relation to the law of contract, discuss the different ways of discharging a contract. (10 marks)

问答题In relation to the law of partnership, describe the essentials of a partnership. (10 marks)