问答题(b) her purchase of the shares. (5 marks)

问答题(b) the amount of EUR 500,000, which is in excess of the company’s needs, after the end of the company’s financial year. (6 marks)

问答题XYZ Company is a manufacturing business. It employs 200 workers. In recent times there has been a reduction in demand for the company’s products. In order for the company to survive the board has considered it necessary to reduce the scale of operations. This will result in the loss of 50 jobs. Hai is the production manager. He has suggested to the board of directors that the company should be selective when considering the individuals to be released from their contracts. His statistics demonstrate that the male turnover of staff is 12% annually while the turnover of female staff is 25% annually. He therefore suggests that most of the job losses should be female workers. In particular, he believes that those with young families are the least reliable, as they have the highest level of absenteeism from work. Hai further believes that the job losses should fall primarily to those who are serving under probationary contracts, as they have yet to prove themselves. Lastly, Hai feels that some of the older workers who are close to retirement should be released, as they are least likely to give the maximum effort for the company. Required: Discuss the legal implications of Hai’s proposals. (10 marks)

问答题Ali manufacturers and supplies cloth from his factory in Arasia. In January he entered into a contract with Ben and Con, two clothes makers in Beloria, to supply them each with 1,000 metres of cloth. Ben’s order was for a very high quality cloth that had to be specially made. Con’s order was for Ali’s ordinary cloth that was produced on a mass basis. It was to be supplied by Ali’s agent from a larger run of 5,000 metres of the cloth that was being delivered to the agent in Beloria. As both orders were due on the same date Ali shipped them together in the same ship container. Unfortunately the ship ran into a severe storm and the container with the cloth inside was washed overboard and lost. Neither of the contracts made any specifi c provision as to the passage of risk and it can be assumed that the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) apply. Required: Advise Ali, Ben, and Con as to their rights and obligations under the UN Convention on Contracts for the International Sale of Goods in relation to the destroyed goods paying particular attention to the passage of risk in both instances. (10 marks)

问答题(c) State whether Mr Liu was entitled to transfer his equity to the private enterprise. (4 marks)

问答题Kashif holds 20% shares in the issued share capital of Crown Textile Limited (‘CTL’), a public unlisted company, which has made significant profits over the years. Kashif heard from another shareholder, Qasim, that over the past six months, three extraordinary general meetings were held to discuss the proposed merger of CTL with another company. Kashif had not received any notices of these meetings and had no knowledge of them. Kashif went to CTL’s registered office during business hours to enquire about this matter and check whether the members’ register contained his correct address. CTL’s company secretary informed him that he may come back next week. In spite of three more attempts, Kashif has not been allowed to inspect the register. Subsequently, an employee at the registered office has informed Kashif that the members’ register and other statutory books have not been maintained and other shareholders have also complained about this matter. Required: Under the Companies Ordinance, 1984, advise Kashif on the grounds on which he may seek winding up of CTL by the court, and his chances of succeeding in such a claim. (10 marks)

问答题(b) Identify the courts, below the level of the Court of Criminal Appeal (in relation to criminal law) and the Supreme Court (in relation to civil law), that deal with civil law and criminal law. (3 marks)

问答题In company law, indicate the nature of, and legal control over, insider dealing. (10 marks)

问答题(b) Explain the remedies available to a company for breach of duty by a promoter. (6 marks)

问答题(b) Explain and distinguish between: (i) unlimited companies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (3 marks)

问答题In relation to company law, outline the rules that relate to the qualifications, powers and duties of a company secretary. (10 marks)

问答题Michael has a part-time job as a secretary in a law firm called LegaServe & Co. Michael has a fixed term contract with LegaServe & Co for two years. After six months, LegaServe & Co decides that even though Michael generally executes his work in a reasonably satisfactory manner, they no longer require his services and thus decide to dismiss him without notice. Required: Advise Michael. (10 marks)

问答题In relation to close corporation law, discuss a member’s power to bind the close corporation in contract. (10 marks)

问答题With reference to the Companies Law, explain and distinguish between private and public companies. (10 marks)

问答题Explain how ‘ratification’ can validate the acts of an unauthorised agent. (10 marks)

问答题(b) a written resolution. (5 marks)

问答题Chi, Di and Fi formed an ordinary partnership to run an art gallery. Each of them paid ￡100,000 into the business. As Fi had no prospect of raising any more money it was agreed between them that her maximum liability for any partnership debts would be fi xed at her original contribution of ￡100,000. The partnership agreement specifi cally restricted the scope of the partnership business to the sale of ‘paintings, sculptures and other works of art.’ In January 2010 Chi took ￡10,000 from the partnership’s bank drawn on its overdraft facility. She had told the bank that the money was to fi nance a short-term partnership debt but in fact she used the money to pay for a holiday. In February Di entered into a ￡25,000 contract on behalf of the partnership to buy some books, which she hoped to sell in the gallery. Required: Advise Chi, Di and Fi as to their various rights and liabilities in relation to the operation of the business under partnership law. (10 marks)

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

问答题Fred is a member of Glad Ltd a small publishing company, holding 100 of its 500 shares, the other 400 shares are held by four other members. It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do’. Required: Advise the parties concerned whether or not the proposed change to the Articles is legally enforceable and whether or not it can be used to force Fred to sell his shares. (10 marks)

问答题In relation to the delict of negligence explain the standard of care owed by one person to another. (10 marks)