问答题(b) administration. (6 marks)

问答题(b) Explain the different roles of the following parties: (i) the drawer; (ii) the drawee; (iii) the payee. (6 marks)

问答题In relation to company law, discuss the duties of an auditor. (10 marks)

问答题(c) an extraordinary general meeting. (4 marks)

问答题Axel, a German furniture manufacturer, ordered 2,000 metres (m) of a particularly high quality coloured cloth from Beni, an Italian cloth manufacturer. 1,000 m of the cloth was to be red and the other 1,000 m green. When the cloth was delivered Axel found that the green cloth had been replaced by blue cloth. In spite of the change in the colour Axel used all the cloth without informing Beni and managed to sell all the furniture covered with it at its usual price. However he refused to pay Beni the full contractual price for the blue cloth as it was not what he had ordered. Required: Assuming that the UN Convention on Contracts for the International Sale of Goods applies, explain the rights and liabilities of the parties involved. (10 marks)

问答题(b) Describe the effect of the adoption of the European Convention on Human Rights and Fundamental Freedoms on Maltese law. (7 marks)

问答题(b) Discuss the possible grounds for justification of a ‘wrongful’ act. (5 marks)

问答题(b) what is a limited partnership. (6 marks)

问答题(b) Explain the legal requirements for the appointment of the external auditor and the internal audit commission. (5 marks)

问答题In relation to the law of contract, discuss the remedies available that are directed at fulfillment of the contract in the event of an impending breach or breach of the contract. (10 marks)

问答题Mike is a director of ABC Limited, but he also has his own business and is a wholesale supplier of precious metals under the name of PM Limited. Six months ago a contract was entered into between ABC Limited and PM Limited for the purchase of goods amounting to €1 million from PM Limited. Mike was present at the board meeting that approved the contract and voted in favour of it, without revealing any link with PM Limited. Required: Analyse the facts, explaining any potential liability that Mike may have in relation to the sale of the precious metals to ABC Limited by PM Limited. (10 marks)

问答题Gilt Ltd is a small company with an issued share capital of 100,000 €1 shares held by 100 members. Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of €50,000 for ensuring that the takeover is successful. At the next board meeting Harry convinces the other directors that the takeover bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover. In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour. May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors. Required: Advise May as to the legality of the share allotment and as to what action can be taken against Harry. (10 marks)

问答题(b) Describe the following torts: (i) tort of negligence; and (4 marks) (ii) tort of defamation. (3 marks)

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)