问答题On the advice of his accountant, Mat registered a private limited company to conduct his small manufacturing business in January 2010. One of the reasons for establishing the company was to avoid liability for potential losses. The initial shareholders of the company were Mat, his wife Mary, and her father Norm, who each took 1,000 shares in the company, each with a nominal value of €1. The accountant explained that they did not have to pay the full nominal value of the shares at once, so they each paid only 25 cents per share taken, with the result that they still owed the company a further 75 cents per share to be paid at a later date. When the company was established it became apparent that it needed to borrow money from a bank to finance an expansion in production. To that end Oop bank plc lent the company €20,000 secured by a fixed charge against the land Mat had previously transferred to the company, with an additional personal guarantee from Mat for any further debts owed by the company to the bank. Unfortunately the business has not proved successful and Mat and the other shareholders have decided that it is better to liquidate the company rather than run up any more debts. The current situation is that the company’s land is worth €20,000 and it has further assets to the value of €7,750, but it has debts to business creditors of €10,000 and owes the bank a further €10,000 on its bank overdraft. Required: Explain the rights of the various creditors and the potential liability of Mat, Mary and Norm. (The actual costs of winding up may be ignored.) (10 marks)

问答题Discuss the salient features of the Code of Corporate Governance. (10 marks)

问答题In relation to company law in Zimbabwe, discuss the different ways in which the law, both common law and statute, has attempted to control directors. (10 marks)

问答题(b) Part 1 of the Malaysian Code on Corporate Governance provides for broad principles of corporate governance. State THREE principles stated in the Code, relevant to directors. (6 marks)

问答题(b) Public and private companies. (5 marks)

问答题(b) Explain and distinguish the meaning of tort and tortious liabilities from criminal liabilities. (7 marks)

问答题In relation to the law of contract, analyse ‘contingent contracts’. (10 marks)

问答题(c) liability for economic/financial loss. (2 marks)

问答题(b) Explain the procedure for altering class rights. (4 marks)

问答题(b) Explain the legal control of money laundering under the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap 405). (6 marks)

问答题(b) explain the procedure required to amend a company’s articles of association. (3 marks)

问答题(b) reduction of share capital. (5 marks)

问答题(b) the torts of ‘strict liability’. (5 marks)

问答题Cathy and Dube are estate agents, who decide to conduct business jointly. They came to the following oral agreement: (a) Cathy will provide R10,000 that is needed to carry on the business. Half of this amount will be refunded to Cathy, together with interest, after a period of two years. (b) Dube will be responsible for all the administrative work, and he will not have the authority to enter into any contract without Cathy’s consent. (c) Cathy will be entitled to the first R25,000 of the annual profit, and all profits thereafter will be divided equally between Cathy and Dube. Required: Advise Cathy and Dube whether the agreement constitutes a partnership. (10 marks)

问答题Salomon & Co (Lesotho) Ltd is a small company consisting of Salomon, his sons and his brother. Salomon is the managing director and a principal shareholder. Their sole business is to manufacture shoes and boots. Their principal customer takes about 60% of their sales. Due to economic recession, their principal customer decided to switch their order to a cheaper supplier. As a result, Salomon & Co (Lesotho) Ltd are now teetering on the brink of insolvency. The creditors are threatening to put the company into liquidation. Required: Advise Salomon. (10 marks)

问答题In relation to partnership law, explain the essentials of a partnership. (10 marks)

问答题ABC Ltd is a company running a computer retailing business. Recently, a bank has offered to advance to the company a sum of money by way of a charge. The charge demands the company to use all the computer stock of the company as security for repayment. The charge document also provides that the charge will be crystallised if the total liabilities of the company should exceed HK$5 million. Required: In relation to the loan capital of a company: Advise the company as to the nature of the charge and the consequence if the liabilities of the company should exceed HK$5 million. (10 marks)

问答题Explain the composition and role of an ‘audit committee’ as provided under the Code of Corporate Governance. (10 marks)

问答题Under civil law, explain the rights of the parties to a contract of mandate. (10 marks)

问答题(b) state any one of the rules regarding the validity of a contract provided for in the judicial interpretations on the Contract Law by the Supreme People’s Court. (4 marks)