问答题(b) Explain the advantages and disadvantages of delegated legislation. (7 marks)

问答题(b) Discuss the actions that Alexander may take to defend his position. (4 marks)

问答题(d) innominate terms. (2 marks)

问答题(b) binding precedent and persuasive precedent. (6 marks)

问答题(b) letters of credit. (5 marks)

问答题(c) state how a court should deal with the situation if, upon receipt of the transfer of jurisdiction, a particular case is not under its jurisdiction. (3 marks)

问答题(b) Discuss how ABC Limited can increase its issued share capital to the amount of the authorised share capital for a non-cash consideration. (6 marks)

问答题Dina and her friends Tim and Mary consider creating DTM Construction Limited, a private limited liability company, for the purposes of carrying out construction works in Pafos. Before incorporation of DTM Construction Limited, Dina signs on behalf of DTM Construction Limited a contract with Panos for constructing a building in Lefkosia. After one month, DTM Construction Limited is registered with the Registrar of Companies. DTM Construction Limited then refuses to carry out any work for Panos. Required: Advise Panos. (10 marks)

问答题Roogi Bhd was incorporated in 1999. The company has suffered revenue losses exceeding RM10 million over the last three years. However, its subsidiary, Kaya Bhd, has made substantial profi ts last year. Kaya Bhd has not distributed these profi ts as dividends to its own members. Cermat, the managing director of Roogi Bhd, seeks your advice on the following matters: (a) whether Roogi Bhd can pay a cash dividend to its members by utilising funds available in its share premium account; (3 marks) (b) whether Roogi Bhd can utilise the profi ts of its subsidiary, Kaya Bhd, to pay dividends to its (Roogi Bhd’s) members; (2 marks) (c) whether, in the event it makes revenue profi ts next year, it may utilise those profi ts to pay dividends for that year without offsetting the revenue losses for the previous years; (2 marks) (d) the legal position under the Companies Act 1965, if it is discovered that Roogi Bhd has paid a cash dividend out of capital. (3 marks) Required: Advise Cermat. Note: The mark allocation is shown against each part of the question. (10 marks)

问答题Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Oleg’s capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners. In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles. Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business. Required: Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership. (10 marks)

问答题(c) State the persons who are NOT permitted to be appointed as a bankruptcy administrator. (3 marks)

问答题(b) distinguish between a counter-offer and an inquiry. (5 marks)

问答题Downhill Sdn Bhd (the company) has gone into insolvent liquidation. Its liabilities far exceed its assets. You are required to advise the liquidator in respect of each of the situations below: (i) The company had been formed in 2005 with three members, Abu, Baloo and Chong. Nazeem was appointed as the manager of the company. In January 2006 Baloo transferred his shares to Abu and left the company. In January 2008 Chong’s shares were registered in Abu’s name when he surrendered his shares and migrated to Canada. Since then the company had continued to operate with Abu as the sole member under the management of Nazeem even though the company incurred heavy debts. Required: Advise the liquidator whether Abu could be held personally liable for all or any part of the debts of the company. (3 marks) (ii) In September 2008, Nazeem issued a cheque on behalf of the company in favour of Samy, a supplier of goods, as payment for goods sold to the company. Unfortunately, the name of the company was not correctly stated on the cheque and the bank has refused to honour it. Required: Advise the liquidator whether Nazeem could be made personally liable for the amount owed to Samy. (3 marks)

问答题(b) explain the circumstances when the postal rule does not apply. (6 marks)

问答题Thapelo and Mmusi form a company, TM Developments, for the purpose of developing a residential complex in Gaborone. Thapelo contributes half of the capital but plays no further active role in the business. Thapelo and Mmusi are both directors of the company. Each one of them nominates another director bringing the number of directors on the board to four. Although the constitution of the company provides that the directors may appoint one of their number as managing director, the four directors of TM Developments do not appoint a managing director. Instead, the directors leave the day-to-day management of the company to Mmusi. Mmusi engaged Horizon Architects to prepare plans for the residential development. Once the plans were completed, Horizon Architects demanded payment from TM Developments. TM Developments declined to pay Horizon Architects claiming that Mmusi had no authority to engage Horizon Architects. Horizon Architects approaches you for advice on TM Developments’ possible liability for the work done. Required: Advise Horizon Architects. (10 marks)

问答题(b) wrongful trading under s.214 of the Insolvency Act 1986. (5 marks)

问答题Geo, Ho and Io formed a partnership three years ago to run a business. They each provided capital to establish the business as follows: Geo $20,000; Ho $12,000; and Io $8,000. The partnership agreement stated that all profits and losses were to be divided in proportion to the capital contribution. After 18 months Geo provided the partnership with a loan of $3,000 in order to finance the purchase of more inventory. The loan was to be paid back from the profits of the business. Unfortunately the business was not successful and the partners decided to dissolve the partnership rather than risk running up any more losses. At the time of the dissolution of the partnership its assets were worth $20,000. Its external debts were $7,000 and none of the debt to Geo has ever been paid. Required: Advise the partners as to how the financial aspects of the dissolution will be conducted and how the assets will be distributed. (10 marks)

问答题(b) Explain the procedure to be followed in order to place the pledge into effect, and to regulate the pledge once in effect. (5 marks)

问答题With reference to the law on agency, describe the circumstances under which an agent may delegate his authority. (10 marks)

问答题(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law. (8 marks)