问答题(c) ‘insider trading’. (4 marks)

问答题The profits of Trade Joint Stock Company have been falling for two years due to increasing competition and the inability of the company to raise new finance. Linh is a wealthy investor who has returned to Vietnam, having spent many years in Europe. She is prepared to make funds available to the company. (i) Linh is prepared to take a minimum equity stake of 25% in the company but insists that she would expect some degree of control over the company’s business. (ii) She is unhappy with the content of the Charter, believing it to be too restrictive, and states that it must be changed as a condition of her investment. This will enable the company to diversify into new lines of business, though this will expose it to some new risks. (iii) She expects the existing board of management to accept her decisions and trust her business judgement. (iv) She insists on receiving a dividend of at least 10% per year. (v) She also states that in return for her investment she wants the company to guarantee places on the board of management for herself and two trusted advisers for a minimum period of five years. Required: Analyse the matters that must be considered by the board of management in considering whether to accept the conditions proposed by Linh. (10 marks)

问答题In relation to contract law, explain the approach of the courts when granting the remedy of specific performance for breach of contract. (10 marks)

问答题In relation to contracts of employment, discuss the main duties of an employer towards his employees under the Labour Code, 1992. (10 marks)

问答题(b) explain the procedure for the removal of a company auditor. (6 marks)

问答题In relation to the law of delict explain the concept of ‘remoteness of damage’. (10 marks)

问答题Shaka Ltd was in financial difficulty. In order to raise capital, it approached Milton to purchase 100,000 ordinary shares of R1 each at R0·75 per share. Milton was told that the company would never ask him to pay the balance of R0·25 per share. Milton agreed to buy the shares. However, two years later, the company went into liquidation. The liquidator has asked Milton to pay the balance of R0·25 on 100,000 ordinary shares. Required: Advise Milton whether he would be required to pay the balance of the partly-paid shares. (10 marks)

问答题(b) remoteness of damage. (4 marks)

问答题(b) describe various methods for the enforcement of an order for specific performance. (4 marks)

问答题(b) with reference to the Workmen’s Compensation Act, 1923 state: (i) the purpose of the Act; and (3 marks) (ii) the scope of the employer’s liability under the Act. (4 marks)

问答题(b) Discuss the potential liability of the concert organiser in Da Nang for the fees and expenses invoiced by Hai’s company. (5 marks)

问答题(b) explain any FOUR exceptions to the general rule that contracts entered into by minors are void. (8 marks)

问答题(b) state the major legal characteristics of exclusive jurisdiction, in terms of: (i) the basis of exclusive jurisdiction; and (4 marks) (ii) the effect of the rule of exclusive jurisdiction. (4 marks)

问答题(b) Whether she can require Chris to undertake the work on the garden, and if not, what alternative action is available to her. (5 marks)

问答题Describe the circumstances in which a company in difficulty in Lesotho can take recourse to judicial management. (10 marks)

问答题In the context of company law, explain the instances when the concept of separate personality may be ignored. (10 marks)

问答题In relation to the law of delict, explain the notion of ‘fault’. (10 marks)

问答题Gim and Hom formed an online supply company, IMP Ltd, in 2010 and have been its sole directors since then. The business has never made a profit and has only managed to carry on trading by using its ￡50,000 overdraft facility with Just Bank plc. In January 2012, IMP Ltd entered into a large deal and by October 2012 it was obvious that it had lost ￡100,000 on the contract. Gim and Hom treated the loss as merely unfortunate and carried on trading although this meant unilaterally ignoring the limit on their agreed overdraft with Just Bank plc, and delaying the payments on their other outstanding contracts. They justified their decision on the grounds that they could recover all their losses to date from the profits of a new contract. Unfortunately, their optimism was misplaced and the new contract lost an additional ￡100,000. In February 2014 Gim and Hom applied to have IMP Ltd wound up, owing debts of ￡250,000. The realisable value of the company’s assets is ￡10,000. Required: Analyse the above situation from the perspective of Gim and Hom’s potential liability for either fraudulent or wrongful trading under the Insolvency Act 1986. (10 marks)

问答题Sharp was dismissed from employment for taking time off work without permission. He appealed to the internal disciplinary body, which reinstated him but, at the same time, suspended him for five days without pay. Sharp accepted the suspension and resumed work. One day later, he asked his employer for an advance of R200 against his salary for the month as he was short of money. This was refused. Sharp then asked for a loan of R200 and told the employer he would be willing to pay the usual interest. That was also refused. Sharp decided to resign in order to get access to his terminal benefits, which were duly paid. Sharp would like to institute a claim for constructive dismissal on the basis that he had been forced to resign because of his employer’s unreasonable conduct. Required: Advise Sharp. (10 marks)

问答题In relation to company law, compare and contrast administration and winding up of companies. (10 marks)