1. Background

　　John, Fran and Stan have purchased an off –the –shelf company, XYZ Ltd, from their solicitor. Their solicitor has advised them to change the name to make it more meaningful in relation to their film production business. The solicitor has also advised them to consider which of the company’s articles of association require changing?

　　Task-1

　　Which of the following CANNOT be changed, in relation to the company‘s articles of association?

　　A. The procedure for declaring dividends

　　B. The requirement for the company’s shares to be fully paid-up at the time they are issued

　　C. The name of the company

　　D. The procedure for changing the company’s articles

　　参考答案D

　　Task-2

　　Jan, Fran and Stan pass a shareholder resolution to change the company name to Films-4-Us Ltd at a general meeting convened for that purpose. Which TWO of the following statements are true?

　　A. They had to wait 14 days before the general meeting could be held

　　B. The meeting had to be called in the name of XYZ Ltd

　　C. They had to notify the Registrar of Companies within 21 days of passing the resolution

　　D. A 75% majority vote was needed for this resolution

　　参考答案A

　　2. Background

　　Katia has purchased 100 preference shares in ZZZ Ltd, each with a nominal value of gdp100. She does not have ordinary shares or debentures in the comoany. ZZZ Ltd has adopted the model articles of association.

　　Lenny has purchased 100 debentures in ZZZ Ltd, each with a nominal value of gdp100. He does not own any shares in the company.

　　参考答案

　　Task-1

　　Which TWO of the following benefits will Katia normally be entitled to?

　　A. The right to vote at general meetings of shareholders

　　B. A right to receive a fixed dividend

　　C. Repayment before ordinary shareholders on liquidation

　　D. Payment of dividends before debentures’ interest

　　参考答案BC

　　Task-2

　　Which of the following benefits will Lenny NOT be entitled to?

　　A. Payment regardless of financial performance

　　B. A right to vote at general meeting of shareholders

　　C. A right to a fixed return

　　D. Payment of return before shareholders interest

　　参考答案A

　　 Background

　　Bill, Fazil and Jill are the three directors of a company, Cheer Ltd, which supplies a huge range of products and equipment for parties. Although he has never been appointed as managing director, Bill often makes the day-to-day decisions needed for running Cheer Ltd, since he is most often based in the office. However, Cheer Ltd’s articles of association stipulate that all three directors are needed to constitute a quorum.

　　Fazil is the sales and marketing manager and Jill works as the company secretary.

　　The following contracts have been made in Cheer Ltd’s name.

　　(1)Jill has negotiated a discount in Cheer Ltd’s name on some new office furniture. She pays for this furniture using Cheer Ltd’s bank account and sends the company lorry to collect the furniture, but installs it at her home address

　　(2)It had been agreed by the company to diversify the business into selling party goods. However, when Bill’s negotiations for this new contract failed. Bill took it upon himself to negotiate a supplier of beauty products instead. Jill and Fazil were aware of Bill’s negotiations for the beauty products but did nothing to stop him from placing a large order.

　　Task-1

　　Which TWO of the following types of directors have the power to bind the company into contracts?

　　A. The board of directors

　　B. De facto directors

　　C. Non-executive directors

　　D. Executive directors

　　参考答案AD

　　Task-2

　　For each of the contract, indicates whether or not Cheer Ltd will be liable.

　　Task-3

　　In relation to directors’ duties, which of the following statements is NOT true?

　　A. Bill has acted outside his powers

　　B. Jill has allowed her interests to conflict with those of the company

　　C. Jill has failed to promote the success of the company

　　D. Bill has failed to exercise independent judgment

　　参考答案D

　　Background

　　Amit is employed by STU&Co which is a firm of accountants and the auditors of XYZ plc. As part of his work, he discovers that there is a danger that XYZ plc may become insolvent within a few months.

　　The next day, whilst at the golf club, Amit tells his friends Burton and Chen that XYZ plc made a significant financial loss in the previous year.

　　Subsequently, Burton tells his stockbroker to dispose of all shares in XYZ plc. He also went home and told his wife the details of the conservation. She subsequently told her brother, Fred to sell his shares in XYZ plc.

　　Chen had already spoken to his stockbroker about selling his shares in XYZ plc before going to the golf club. When he gets home he disposes of his shares in XYZ plc via the internet.

　　Task-1

　　In terms of the law relating to insider dealing, are each of the following people insiders?

　　A. Burton

　　B. Fred

　　参考答案Burton

　　Task-2

　　Which insider dealing offences have been committed by Amit and Burton?

　　Amit:(1)Dealing Only (2)Disclosure Only (3)Both Dealing and Disclosure

　　Burton:(1)Dealing Only (2)Disclosure Only (3)Both Dealing and Disclosure

　　参考答案(2)Disclosure Only (3)Both Dealing and Disclosure

　　Task-3

　　Which TWO of the following could be used as defence by Chen if he is prosecuted with offences relating to insider dealing?

　　A. He did not disclose the information to anybody else

　　B. He did not expect to avoid a loss or make a profit

　　C. The disclosure made by Amit was too vague to act upon

　　D. He would have done the same thing even without the information

　　参考答案B