问答题(b) Explain the factors that determine whether a case is heard in the court of general jurisdiction or the arbitration court. (4 marks)

问答题The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of the company. The company has struggled to achieve growth in recent years and Yuri has already demonstrated his ability to revive the economic fortunes of other major companies. Yuri has stated that he is prepared to accept the position subject to several conditions. (i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of the company without power of attorney, as he argues that the company must respond rapidly to urgent business needs. (ii) He insists that he must have the authority to take decisions on the future composition of the board of directors as well as the capital structure of the company. (iii) Yuri wants the company to agree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in the company. Required: Advise the board of directors of OAO Hopeful in respect of Yuri’s demands. (10 marks)

问答题Cathedral Construction Ltd is a property-owning company. The main asset of the company is a piece of land that it bought with the view of building a block of flats on it. The land was bought some years ago at a price of R50 000. The directors have recently had the site revalued and the current value is R350 000. It has been some years since the company has paid a dividend and the directors propose to use the revaluation as a basis for declaring a dividend in order to make the shares of the company more attractive, should they decide to issue further shares in the future. Required: Advise the directors as to the legality of a payment of dividends by a company in the above circumstances. (10 marks)

问答题Thabo, Monty and Simon formed a partnership six years ago and registered it in terms of Partnership Proclamation, 1957. The sole business of the partnership is to sell all kinds of furniture. Since Thabo was forever travelling because of his job, all the partners agreed that Thabo would be a sleeping partner. Thabo never participated in the running of the partnership business and was content with his share of profits. In 2008, Monty entered into two contracts on behalf of the partnership. The fi rst one was with Kramer, a long-standing supplier, to supply several kinds of oriental furniture. Kramer was paid R150,000 in advance. The second contract was with a new customer, Tsiu Hu, who ordered oriental furniture of the type Kramer had earlier agreed to supply. Kramer’s business went bankrupt and there are no prospects of either getting the advance back, or the promised furniture. Tsiu Hu had made it clear that if the furniture was not supplied on time, he would sue for breach of contract and claim compensation, which is likely to be over R50,000. Unfortunately the total business assets of the partnership are only R5,000. Required: Explain the potential liabilities of Thabo, Monty and Simon for the partnership debts. (10 marks)

问答题(b) State the fraudulent behaviour that may be deemed as a crime in the operation of a company in relation to corporate financing, and the various elements to be proven for such a crime. (5 marks)

问答题In terms of Maltese civil law, explain the principal rights and obligations of the mandator and mandatary vis-à-vis each other. (10 marks)

问答题In relation to governance and ethical issues relating to the conduct of business, explain the meaning of the concept of corporate governance. (10 marks)

问答题(b) Explain the conditions necessary for the doctrine of precedent to operate. (6 marks)

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

问答题In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy body’s award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text. Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy body’s study manuals and had already incurred extensive preliminary expenses in relation to the publication of the new manual. Required: In the context of the law of contract, advise Bee Ltd whether they can take any action against Arti. (10 marks)

问答题In relation to the Law on Bankruptcy, describe the bankruptcy procedures applied to enterprises that have become insolvent. (10 marks)

问答题In relation to agency law, explain the doctrine of apparent/ostensible authority.(10 marks)

问答题In relation to the Partnership Law, Cap. 116, explain the ways in which partnerships may be dissolved. (10 marks)

问答题(b) Explain the observation process and how this affects the operations of the company while observation is in force. (4 marks)

问答题(c) The mischief rule. (4 marks)

问答题State the documents necessary and the procedure to be followed in registering a close corporation. (10 marks)

问答题Mufti Plastics (Private) Limited (‘MPPL’), incorporated in 1999, was promoted by two friends, Mr Zafar and Mr Tariq. Currently, 60% of the issued shares of MPPL are owned by Mr Zafar (who is the chief executive of MPPL) and his family members (collectively called the ‘Zafar Group’). The remaining 40% issued shares are owned by Mr Tariq’s family members (collectively called the ‘Tariq Group’). Mr Tariq died in December 2005. Since January 2006, the Tariq Group has practically been excluded from the affairs of MPPL. No notice of any general meetings or board meetings of MPPL has been received by the Tariq Group. No dividend has been declared since 2006. MPPL’s after tax profit for the financial year ending June 2008 was Rs. 200,000,000·00. MPPL has been making regular payments to its creditors (including financial institutions). The Tariq Group has tried discussing its grievances with the Zafar Group, but has not succeeded. Required: With reference to the Companies Ordinance, 1984, advise the Tariq Group on the grounds on which it may seek the winding up of MPPL by the court and its chances of succeeding in such a claim. (10 marks)

问答题Chu, a suitably qualified person, was appointed as the company secretary of Do plc. Since his appointment, Chu has entered into the following contracts in the name of Do plc: (a) an extremely expensive, long-term contract with Ex plc for the maintenance of Do plc’s photocopiers; (b) an agreement to hire a car from Far plc which Chu used for his own, non-business related purposes; (c) an agreement with Gro plc to landscape the garden of his, Chu’s, personal house. The directors of Do plc have only recently become aware of these contracts. Required: In the context of company law, with specific regard to the authority of company secretaries, advise the directors of Do plc whether the above agreements are binding on the company. (10 marks)

问答题In terms of the Companies Act, 1995 explain the contents of the memorandum of association of a limited liability company. (10 marks)

问答题(b) Explain whether the dismissed employee has any rights against the employer regarding the dismissal. (5 marks)