In relation to company law, explain:
(a) the doctrine of capital maintenance; (4 marks)
(b) the circumstances under which both a private and a public company can reduce its capital and the procedure
to be followed. (6 marks)
第1题
eneral manager, Mr Ding, had accepted bribes from several suppliers, which materially caused losses to Daqing, and adversely affected the interests of all shareholders.
Further examination, through a Certified Public Accountant firm, disclosed that there were a lot of affiliated transactions between Daqing and Everbright Co, which was the majority shareholder of Daqing. Mr Ding was recommended by Everbright Co and appointed by Daqing’s board of directors, which was substantially influenced by Everbright Co. With a series of such transactions Daqing transferred huge profits to Everbright Co and adversely affected Daqing.
Required:
(a) State whether Ms Huang was entitled to take legal action against Mr Ding for his illegal behaviour of accepting bribes which adversely affected all the shareholders. (2 marks)
(b) State TWO different legal actions Ms Huang was entitled to take to protect the rights of Daqing and its shareholders due to the affiliated transactions with Everbright Co. (4 marks)
第2题
in bio-technology, each holding 25% of the shares of the company.
Several months later Qian intended to transfer his shares to a listed company for profit and sent notices to the other three shareholders asking for their consent. Zhao agreed and also expressed his willingness to buy Qian’s shares if the price was reasonable. Sun disagreed and claimed his right of priority to buy Qian’s shares. However, Zhao and Sun could not reach an agreement as to the proportion of shares to buy. Lee kept silent upon receipt of the notice.
Since Sun offered a price lower than that of the listed company, Qian entered into a contract to sell his shares to the listed company, which caused a dispute among the four shareholders. Under such circumstances, Lee decided to leave the company and requested the company to purchase his shares.
Required:
In accordance with the relevant provisions of the Company Law:
(a) State how Zhao and Sun’s failure to reach an agreement on the proportion of shares to purchase should be dealt with. (2 marks)
(b) State whether Lee’s request for the company to purchase his shares should be upheld if the dispute was brought to court. (2 marks)
(c) State whether Qian was entitled to transfer his shares to the listed company. (2 marks)
第3题
,000 kg of tomatoes is urgently needed. Reply as soon as possible.’
Upon receipt of the fax, Sanyi Farm shipped 100,000 kg of tomatoes to Food Shop. The latter took delivery of the goods without any objection. On selling the goods Food Shop found that the quality of tomatoes did not meet the standard required and had to sell the goods at a 20% discount. Food Shop considered that there was no contract between the two parties, since its fax to Sanyi Farm did not contain the price, which was one of the essential factors to be an effective offer.
Required:
In accordance with the Contract Law:
(a) Explain the legal nature of the fax sent by Food Shop. (2 marks)
(b) Describe the legal nature of the act to take delivery of the goods by Food Shop. (2 marks)
(c) Explain whether there was a contract between the two parties. (2 marks)
第4题
operation of:
(a) compulsory winding up; (4 marks)
(b) administration. (6 marks)
第5题
re and to whom any such duty is owed.(10 marks)
第6题
In relation to the law of contract, explain:
(a) the postal rule; (5 marks)
(b) the doctrine of privity. (5 marks)
第7题
t in January 2012. Mering would use the first floor to open a restaurant. The annual rental should be paid on the first of each month.
In 2013 Stine and Mering entered into a service agreement, by which Mering would provide meals to the employees of Stine. The service fees would be paid on a quarterly basis.
In June 2014, Mering was declared bankrupt by a court which designated a bankruptcy administrator responsible for the liquidation. The bankruptcy administrator found that Mering had failed to pay the rental for 2014. Stine claimed the rental due for the year of 2014 as his credit and requested to offset the meal service fees for the first and second quarters of 2014. Stine also declared dissolution of the leasing agreement between the two parties.
Required:
In accordance with the Enterprise Bankruptcy Law:
(a) State whether Stine’s request to offset the meal service fees was in conformity with the law. (2 marks)
(b) State how to deal with Stine’s request to dissolve the leasing contract. (2 marks)
(c) State what benefit Stine could have if its request to offset was accepted. (2 marks)
第8题
company Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business.
When Greg learns that Huge plc is going to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the London Stock Exchange on which it makes a large profit when it sells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to Greg through the declaration of dividends by Imp Ltd.
Required:
Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of:
(a) insider dealing; and (5 marks)
(b) money laundering. (5 marks)
第9题
to the car park just in front of the payment machine there is a large sign in fl uorescent red paint which states:
‘These premises are not staffed by our employees and may be dangerous. Clients use these facilities strictly at their own risk and Bash Ltd accept no liability whatsoever for any damage or injury sustained by either those using this facility or their vehicles or property, no matter how caused.’
Andy was aware of the sign, but had never paid much attention to it. However, one day he returned to his car to fi nd that it had been badly damaged by a towing vehicle driven by an employee of Bash Ltd. Whilst on his way to the car park offi ce to complain he was hit by the same towing vehicle, which was clearly being driven dangerously by one of Bash Ltd’s employees. As a result, not only was his car severely damaged, but he suffered a broken leg and was off work for eight weeks.
Bash Ltd has accepted that its employee was negligent on both counts but denies any liability, relying on the exclusion clause.
Required:
On the understanding that the clause excluding Bash Ltd’s liability was incorporated into its contract with Andy,advise Andy whether there is any action he can take against Bash Ltd.(10 marks)
第10题
it.
(10 marks)
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