问答题(b) Explain the conditions in respect of the issuance of business registration certificates. (4 marks)

问答题(b) discuss the tests applied by the courts to determine the existence of a contract of service. (6 marks)

问答题(c) Private business corporation. (4 marks)

问答题(b) (i) Explain and distinguish a scheme of arrangement from a reconstruction of a company; (3 marks) (ii) State any TWO matters that the court can provide for, in an order for facilitating a reconstruction or amalgamation of companies. (4 marks)

问答题(b) Explain the rights and duties of the Chairman of the Members’ Council. (4 marks)

问答题(b) Explain whether there will be any consequences to the board of management or to Vinh personally of the decision to repay the loan ahead of schedule. (5 marks)

问答题(b) describe: (i) an annual general meeting; (3 marks) (ii) an extraordinary general meeting. (3 marks)

问答题(b) State how the courts decide whether someone is an employee or is self-employed. (6 marks)

问答题(b) conditions and warranties. (5 marks)

问答题In 2008, Dee, Fi, Gee and Ki formed a private limited company to pursue chemical research. They each took 100 shares in the company and each of them became a director in the company. The articles of association of the company were drawn up to state that Dee, a qualified accountant, was to act as the company secretary for a period of five years, at a yearly salary of ￡20,000. In May 2012, Fi, Gee and Ki discovered that Dee had passed on some research results to a rival company. As a consequence, Fi, Gee and Ki propose the following measures: (a) to remove Dee from the board of directors; (2 marks) (b) to dismiss Dee from her post as company secretary without any payment for the work she has already done, in spite of Dee’s claim that she has a contract of employment by virtue of the articles of association and that she cannot be removed before the five-year period is completed; (4 marks) (c) to alter the articles of association to require Dee to sell her shares to them. (4 marks) Required: Advise Fi, Gee and Ki as to the legality of the above proposals and how they may be achieved. Note: The split of the mark allocation is shown against each of the proposals above. (10 marks)

问答题(c) describe the liability of a partner for the acts of the partnership firm. (3 marks)

问答题In the context of the law of agency, explain FIVE duties owed by an agent to his principal under the Contracts Act 1950. (10 marks)

问答题(b) whether the validity of the resolutions passed at the meeting can be challenged on any ground. (7 marks)

问答题(b) state whether a claim requiring specific performance of contract by Gas Company should be supported by the court where the Yaowa Company has already requested a refund of twice the amount of the deposit. (6 marks)

问答题(c) Explain the matters that are specifically excluded from the definition of transactions in which there is an interest. (4 marks)

问答题Under the Maltese legal system, explain primary and secondary/delegated legislation as the two main sources of law. (10 marks)

问答题In relation to the law of companies, explain and distinguish between ordinary shares and preference shares.(10 marks)

问答题(ii) Articles of Association. (5 marks)

问答题(c) the role of the company names adjudicators under the Companies Act 2006. (2 marks)

问答题John had been a director of Computer Service Ltd (‘CS Ltd’) before he resigned from the company a year ago. During John’s office, Software Ltd had been an important client of CS Ltd and John had been the person responsible for liaising with Software Ltd. About two years ago, there was a dispute between the chairman of the board of directors of CS Ltd and the majority shareholders of Software Ltd. Ever since then, Software Ltd has stopped using the services of CS Ltd. One month ago, Software Ltd learned that John has set up his own company as a sole proprietor, which provides services similar to those of CS Ltd. Software Ltd has just entered into a service contract with John under which John agreed to provide the services. John has earned profit from the contract. Required: In relation to company law, advise John as to whether he needs to account for the profit he earned from the contract with Software Ltd to CS Ltd. (10 marks)