问答题In company law, indicate the nature of, and legal control over, insider dealing. (10 marks)

问答题(b) Explain the remedies available to a company for breach of duty by a promoter. (6 marks)

问答题(b) Explain and distinguish between: (i) unlimited companies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (3 marks)

问答题In relation to company law, outline the rules that relate to the qualifications, powers and duties of a company secretary. (10 marks)

问答题Michael has a part-time job as a secretary in a law firm called LegaServe & Co. Michael has a fixed term contract with LegaServe & Co for two years. After six months, LegaServe & Co decides that even though Michael generally executes his work in a reasonably satisfactory manner, they no longer require his services and thus decide to dismiss him without notice. Required: Advise Michael. (10 marks)

问答题In relation to close corporation law, discuss a member’s power to bind the close corporation in contract. (10 marks)

问答题With reference to the Companies Law, explain and distinguish between private and public companies. (10 marks)

问答题Explain how ‘ratification’ can validate the acts of an unauthorised agent. (10 marks)

问答题(b) a written resolution. (5 marks)

问答题Chi, Di and Fi formed an ordinary partnership to run an art gallery. Each of them paid ￡100,000 into the business. As Fi had no prospect of raising any more money it was agreed between them that her maximum liability for any partnership debts would be fi xed at her original contribution of ￡100,000. The partnership agreement specifi cally restricted the scope of the partnership business to the sale of ‘paintings, sculptures and other works of art.’ In January 2010 Chi took ￡10,000 from the partnership’s bank drawn on its overdraft facility. She had told the bank that the money was to fi nance a short-term partnership debt but in fact she used the money to pay for a holiday. In February Di entered into a ￡25,000 contract on behalf of the partnership to buy some books, which she hoped to sell in the gallery. Required: Advise Chi, Di and Fi as to their various rights and liabilities in relation to the operation of the business under partnership law. (10 marks)

问答题(b) volenti non fit injuria (consent). (5 marks)

问答题Fred is a member of Glad Ltd a small publishing company, holding 100 of its 500 shares, the other 400 shares are held by four other members. It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do’. Required: Advise the parties concerned whether or not the proposed change to the Articles is legally enforceable and whether or not it can be used to force Fred to sell his shares. (10 marks)

问答题In relation to the delict of negligence explain the standard of care owed by one person to another. (10 marks)

问答题(b) Explain how the Proceeds of Crime Act 1990 seeks to control money laundering. (5 marks)

问答题(b) Article 428 of the Contract Law of China provides that upon the implementation of this law, the previous contract laws shall be simultaneously abolished. Based on this provision, the Supreme People’s Court has issued a Judicial Interpretation on the Application of the Contract Law. In relation to this Judicial Interpretation, state the rule of the applicable law to deal with a contractual dispute brought to the people’s court after the date of implementation of the Contract Law but the contract was concluded before that date. (4 marks)

问答题(c) state the consequences of an ineligible person acting as a director. (3 marks)

问答题(c) State whether Steel Co’s claim should be supported by the court. (1 mark)

问答题Ham, Sam and Tam formed a partnership to run a petrol station. The partnership agreement expressly stated that the partnership business was to be limited exclusively to the sale of petrol. In January 2008 Sam received ￡10,000 from the partnership’s bank drawn on its overdraft facility. He told the bank that the money was to finance a short-term partnership debt but in fact he used the money to pay for a round the world cruise. In February Tam entered into a ￡15,000 contract on behalf of the partnership to buy some used cars, which he hoped to sell from the garage forecourt. In March the partnership’s bank refused to honour its cheque for the payment of its monthly petrol account, on the basis that there were no funds in its account and it had reached its overdraft facility. Required: Advise Ham, Sam and Tam as to their various rights and liabilities in relation to partnership law. (10 marks)

问答题Micro Electronics (Private) Limited (‘MEPL’) was incorporated on 1 April 2010. Sadiq, Majid and Ali are its first directors. The board of directors of MEPL met on 7 June 2010 to discuss the appointment of the fi rst auditors of MEPL. Majid, who is a Chartered Accountant, offered to work as the fi rst auditor of MEPL for a small remuneration to help ease MEPL’s fi nancial burdens. Sadiq was in favour of this proposal. However, Ali opposed it by saying that the board could not appoint the fi rst auditor(s). Required: Under the Companies Ordinance, 1984, advise the board on the legality of the proposed appointment of the first auditor. (10 marks)

问答题(b) legislation, including delegated legislation. (4 marks)