问答题In relation to Lesotho’s company law, explain the process by which an auditor is appointed and the qualifi cations necessary to be an auditor. (10 marks)

问答题(c) Explain the provisions of the Civil Code in respect of acceptance of the terms of an offer with modifications proposed by the offeree. (3 marks)

问答题(b) the intention to create legal relations. (4 marks)

问答题In terms of the Companies Act, 1995, explain the procedure for shares of a limited liability company to be pledged in favour of a creditor. (10 marks)

问答题Viru, Nana and Timothy formed an ordinary partnership under the Partnership Act 1957 to sell sports goods. The partnership was duly registered as required by law. The partnership deed clearly stipulated that the sole purpose of the partnership is selling only sports goods and nothing else. The partnership set up an attractive shop and began selling sports goods. Each of the partners paid R100,000 into the business. Nana told the other two partners that he did not have more money and it was agreed between them that Nana’s maximum liability for any partnership debt would be fixed at his original contribution of R100,000 only. In January 2010, Viru drew R10,000 from the partnership’s bank, drawn on its overdraft facility, by misrepresenting that the money was urgently needed to finance a short-term partnership debt, and then used the money to pay for a holiday in South Africa. In February 2010, Timothy entered into a R25,000 contract on behalf of the partnership to buy hair relaxers, which he hoped to sell in the partnership’s sports goods shop. Required: Advise Viru, Nana and Timothy as to their various rights and liabilities in relation to the operation of the partnership business. (10 marks)

问答题(b) Outline the major advantages and disadvantages of judicial precedent. (5 marks)

问答题(b) Explain the circumstances that will make it appropriate for a case to be dealt with by the court of arbitration. (3 marks)

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)