问答题Explain the documents necessary, and the procedure to be followed, in registering a public limited company under the provisions of the Companies Act 2006. (10 marks)

问答题In the context of human rights and freedoms in the Constitution of Lesotho, discuss the doctrine of judicial review as it operates in Lesotho. (10 marks)

问答题(c) Explain the consequences of creating a fixed term labour contract without there being a valid reason for doing so. (2 marks)

问答题Thanh is the head of finance of a large Vietnamese company. His labour agreement with the company is for a definite term of one year and he has been working for the company for eight months. Thanh has been approached by the general director of a large competitor of his present employer and has been offered a new management position with the company that will greatly enhance his income and provide significantly improved fringe benefits, including a company car and private medical care. However, the competitor is anxious that Thanh can start the new job within the next week, as the previous manager died suddenly and must be replaced as a matter of priority. When Thanh informed his current employer of his desire to leave within the next week the general director insisted that the company would require Thanh to continue working for the company for the remaining four months of his contract. Required: Analyse the legal positions of Thanh and his employer in relation to Thanh’s desire to leave the company at short notice and the company’s desire to insist that he remains with the company. (10 marks)

问答题(b) Describe the content of a prospectus. (7 marks)

问答题(b) preference shares, including the manner of redemption of preference shares. (5 marks)

问答题(b) a pre-incorporation contract, and its legal consequences. (5 marks)

问答题In relation to the law of contract, explain and distinguish between offer and an invitation to offer. (10 marks)

问答题(b) Explain the obligations of partners. (5 marks)

问答题(c) the procedure to be followed by the arbitration panel in reaching its decision. (4 marks)

问答题Computer Ltd has been solely managed by Michael, who is the managing director of the company. Ever since the incorporation of Computer Ltd, Computer Ltd has received the financial support from Fashion Ltd, its holding company whenever Computer Ltd is in financial crisis. Several months ago, Computer Ltd was insolvent. Upon the representation from Michael about the financial support from Fashion Ltd to Computer Ltd, Bank Ltd loaned to Computer Ltd the sum of HK$5 million without security. Computer Ltd is now being wound up by its creditors. By reason of a sudden change in the structure of Fashion Ltd two months ago, Fashion Ltd has refused to give further financial support to Computer Ltd. Required: In relation to company law, advise Bank Ltd as to whether Michael is liable for fraudulent trading under section 275(1) of Companies Ordinance (Cap 32). (10 marks)

问答题In terms of the Information to Employees Regulations, 2002, issued under the Employment and Industrial Relations Act, 2002, state what information must be provided by an employer to his employee on commencement of employment, in the absence of a written contract of service. (10 marks)

问答题(c) Explain the circumstances in which a labour contract may be suspended. (2 marks)

问答题(b) The doctrine of privity. (5 marks)

问答题(b) describe the circumstances in which the rule relating to separate personality may be ignored, with personal liability imposed on members or directors. (6 marks)

问答题Caz is a director of Dull plc, but she also carries out her own business as a wholesale supplier of specialist metals under the name of Era Ltd. Last year Dull plc entered into a contract to buy a large consignment of metal from Era Ltd. Caz attended the board meeting that approved the contract and voted in favour of it, without revealing any link with Era Ltd. Required: Analyse the situation explaining any potential liability that Caz may have in relation to the sale of the metal to Dull plc by Era Ltd. (10 marks)

问答题Ngoni is a businessman who specialises in selling locally made leather jackets. Ngoni offers to sell 150 such jackets to Themba, a Cross border trader, at $1,000,000·00 per jacket, subject to him accepting the offer in writing. Themba tells him that he accepts to buy at $750,000·00 per jacket and offers to buy at that price. In the meantime Themba talks to Brinah his friend and advises her of Ngoni’s offer made to him. She decides to accept the offer herself. Brinah writes to Ngoni accepting to buy the jackets at the price stipulated by Ngoni. Ngoni is not interested in selling to Brinah and rejects her ‘acceptance’. Upon learning this, Themba decides that he now wants to buy the jackets himself at the price previously stipulated by Ngoni and now verbally accepts the offer. Required: In relation to the law of contract, advise as to whether Ngoni is bound by any of the ‘acceptances’ communicated to him. (10 marks)

问答题(b) Advise Matthew what action he should take with particular reference to the specific duties of directors not to compete with the company of which he is a director, and, to disclose any interest he may have in a contract with the company. (4 marks)

问答题Ari is a metal broker who was in negotiations with three parties for the sale of a large consignment of copper he was expecting to receive on 15 March. On 1 March he wrote to the three clients Bas, Cas and Das. He wrote to Bas offering to supply the copper at $6,000 per tonne for orders over 100 tonnes for delivery to be made before 1 May. Bas immediately wrote back ordering 75 tonnes for delivery on 30 April. He wrote to Cas offering 100 tonnes of copper at $6,500 per tonne if he placed an order before 1 May. Cas also immediately wrote back ordering 150 tonnes at the agreed price for delivery on 30 April. He wrote to Das offering to supply him copper at $6,750 per tonne and Das immediately wrote back ordering 150 tonnes for delivery on 1 May. After he had sent the above letters and before he received the replies Ari discovered that he would not be able to secure the delivery of the copper. Required: Advise Ari as to his potential liability to Bas, Cas and Das under the above situations, assuming that the United Nations Convention on Contracts for the International Sale of Goods applies. (10 marks)

问答题In terms of the Employment and Industrial Relations Act, 2002, explain the circumstances and the procedure to be followed, for an employer to terminate a defi nite contract of employment. (10 marks)