The corporate landscape in Malaysia has been shaken up by the passing of the new Companies Act 2016. The Act came into force on 31 January, 2017, effectively repealing the Companies Act 1965. The series of slides provides you with the essential changes brought about by the new Act.
Classification of cause of action / characterisationcarolineelias239
it is the second element in private international law to decide a case having foreign element, after assuming jurisdiction by a court. It is essential to categorize facts of a case & to find out which part of law to be applied - whether tort / contract/ succession/ marital issues etc. Then only a case can be decided.
The corporate landscape in Malaysia has been shaken up by the passing of the new Companies Act 2016. The Act came into force on 31 January, 2017, effectively repealing the Companies Act 1965. The series of slides provides you with the essential changes brought about by the new Act.
Classification of cause of action / characterisationcarolineelias239
it is the second element in private international law to decide a case having foreign element, after assuming jurisdiction by a court. It is essential to categorize facts of a case & to find out which part of law to be applied - whether tort / contract/ succession/ marital issues etc. Then only a case can be decided.
LLB LAW NOTES ON LAW OF EVIDENCE
FREE AFFIDAVITS AND NOTICES FORMATS
FREE AGREEMENTS AND CONTRACTS FORMATS
FREE LLB LAW NOTES
FREE CA ICWA NOTES
FREE LLB LAW FIRST SEM NOTES
FREE LLB LAW SECOND SEM NOTES
FREE LLB LAW THIRD SEM NOTES
FREE LLB LAW FOURTH SEM NOTES
FREE LLB LAW FIFTH SEM NOTES
FREE LLB LAW SIXTH SEM NOTES
FREE CA ICWA FOUNDATION NOTES
FREE CA ICWA INTERMEDIATE NOTES
FREE CA ICWA FINAL NOTES
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Contracts under private international law is governed by different principles and maxims. This slide gives you an idea about it and included all relevant case laws.
LLB LAW NOTES ON LAW OF EVIDENCE
FREE AFFIDAVITS AND NOTICES FORMATS
FREE AGREEMENTS AND CONTRACTS FORMATS
FREE LLB LAW NOTES
FREE CA ICWA NOTES
FREE LLB LAW FIRST SEM NOTES
FREE LLB LAW SECOND SEM NOTES
FREE LLB LAW THIRD SEM NOTES
FREE LLB LAW FOURTH SEM NOTES
FREE LLB LAW FIFTH SEM NOTES
FREE LLB LAW SIXTH SEM NOTES
FREE CA ICWA FOUNDATION NOTES
FREE CA ICWA INTERMEDIATE NOTES
FREE CA ICWA FINAL NOTES
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Contracts under private international law is governed by different principles and maxims. This slide gives you an idea about it and included all relevant case laws.
1 Some past LAW00004 Company Law NB – There are no a.docxmonicafrancis71118
1
Some past LAW00004 Company Law
NB – There are no answers available to these questions, but a forum
Question
Giving an example, distinguish between the capacity of a company and the capacity
of its agents. Your answer should highlight why the distinction is important.
Question
In relation to a public company issuing debentures through a prospectus explain the
actual or potential roles of the trustee for debenture holders, the prospectus, the
debenture trust deed, the register of charges and a receiver.
Question
“Partners are in a fiduciary relationship with each other”. Explain and illustrate this
concept. Also explain when the fiduciary relationship may begin and when it ends.
Question
“In Salomon v Salomon & Co. Ltd [1897] AC22, Mr Salomon was very lucky.
Today, on the same facts, he would be personally liable for the debts of the company,
and the security (debenture) given to him by the company would be invalid as a
priority over the unsecured creditors”. Do you agree? Comments.
Question
Explain the following:
(a) Special Resolution
(b) Statutory Demand
Question
The Board of Directors of Lackcash ( a proprietary co) are considering the following
options:
(a) To raise capital of $6 million by an issue of shares to its shareholders; or
(b) To utilise any method of obtaining the $6 million without contravening Ch 6D of
the Corporations Act. Advise the Board of Lacklash Pty Ltd of the corporations law
involved.
Question
In Gambotto v WCP Ltd (1995) 182 CLR432. the High Court laid down certain tests
which apply to assessing the validity of alterations to a company’s constitution in
relation to minority shareholders interests.
Briefly outline the facts of Gambotto and provide a brief explanation of those tests.
Question
After news of a takeover offer being made for Boon Ltd, its Directors enter into
discussions with Hand Ltd to purchase certain business activities of Hand Ltd. In
consideration, Boon Ltd will issue shares to Hand Ltd. The purchase will increase the
2
profits of Boon Ltd and enable large dividends to be paid to its shareholders. Millie, a
shareholder in Boon Ltd, learns of the proposed purchase and is strongly opposed to
the transaction. Advise Millie of any legal rights she may have to prevent the
transaction
Question
Giving examples from both the Partnership Act 1892 (NSW) and the Corporations
Act 2001 (Cth), explain what is meant at law by apparent or ostensible authority.
Question
Esanda Finance v Peat Marwick (1997) 188 CLR 241 and Daniels v Anderson (1995)
16 ACSR 607 are important decisions regarding auditor’s liability. Explain why.
Question
In relation to a company meeting briefly explain the rights of a member to demand a
poll, appoint a proxy, dismiss a director, and place an item on the agenda of a
meeting.
Question
Samuel was a promoter of a company called Edmanuals Pty Ltd. S.
Complete Notes on Companies Ordinance, Paper LL.B. Part II.
.....................All students are advised to download and Prepare yourself. Shah Muhammad Zarkoon.
University Law College Quetta.
Notes on partnership accounting excellent for CPAs, Accounting, Finance and students taking introductory accounting classes. Notes are brief, clear and simple to understand.
Consolidated accounts or Group AcccountsWarui Maina
Lecture notes on Consolidated accounts or Group Accounts. They have illustrations, are brief and simple to understand. Excellent for revision and quick review for CPA, B.Com, Finance and Accounting students.
These lecture notes clearly explain the concept of shares in regards to Company Law. Excellent for revision and study for CPAs, Bcom or any students taking business related courses where business law is a course unit.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
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In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
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Company law revision questions 1
1. COMPILED BY WARUIJ.
Company Law Revision Questions
1 (a) Describe briefly the various types of company meeting. (10Marks)
(b) Explain the rights and duties of auditors. (10Marks)
2 (a) List and analyse the circumstance under which the shares may be forfeited and what is the
effect of forfeiture? (10 Marks)
(b) Explain the ways the company may be wound up by the court. (10Marks)
3 . It has been contended that the Article of Association of a company constitute a contract not
merely between the shareholders and the company, but also between the individual shareholder
and every other. Discuss the validity of the contention, noting to support your answer with
relevant statutory and judicial authorities (20 marks)
4. Transformers Corp. plc. was the holding company in a group of trading companies: one
subsidiary (Shop Ltd) operated small, city-centre supermarkets; another subsidiary (Snack Ltd)
manufactured pre-packaged sandwiches sold at petrol garages; and the other subsidiary (Zip Ltd)
manufactured zips used in clothing.
Due to his own negligence, one of the buyers for Zip Ltd, Billy, acquired a consignment of metal
for use in the manufacture of zips which caused nasty skin rashes when worn next to the skin.
Billy reported directly to a director of Zip Ltd, but that director did not sit on the board of
directors of Zip Ltd. Transformers Corp. Ltd has been sued for damages in negligence by a
woman who suffered such a skin rash.
The board of directors of Transformers Corp. had decided to sell Snack Ltd to a
competitor, Chubby Ltd. None of Snack Ltd.’s directors would remain on the board of
directors after the business and all of its plant and premises were sold to Chubby Ltd.
Transformers Corp. plc. did not disclose that a multi-million pound writ for damages for
negligence had been served on Snack Ltd as the result of a consignment of prawn sandwiches
which caused mild dioxin poisoning.
The leases over Shop Ltd s supermarkets all expire on 30th May 2003. Shop Ltd is to be
wound up on 25th May 2003. Transformers Corp plc. wishes to renew all the leases in its
own name.
Transformers Corp, by the service contracts of the directors, has agreed to indemnify
the directors personally against any liability occasioned during the course of their
directorships.
Advise Transformers on its various rights and liabilities. (30 marks)
2. 5 (a) Information is central to company law in the modern era.” Discuss. (8 marks)
(b) Explain the difference between the following types of companies
(i) Company limited by shares
(ii) Company limited by guarantee (2marks)
(c) Highlight any five advantages of incorporation as was established in the case of Salomon Vs.
Salomon &Co. ltd (1897)AC 22 (10 marks)
(d) Highlight the categories of persons who may convene meetings in a company noting to
explain the circumstances under which they may convene such meetings. (10 marks)
6 (a) What are the legal consequences of registration of a company under the companies Act (cap
486) law of Kenya? (8 marks)
b) Under what circumstances may a company be deemed to be a subsidiary of
another company? (6 marks)
c) What are the directors’ rights with regard to receiving remuneration and
compensation for loss of office.
(6 Marks)
7. a) Explain the restrictions imposed on the choice of name of a company (10 Marks)
b) Using decided cases, discuss various statutory and common law provisions under which a
corporate veil of incorporation may be lifted (10 Marks)
c) Explain the various ways in which persons intending to form a company
may avoid personal liability on contracts they make on behalf of the proposed company (6
Marks)
d) Discuss advantages of unlimited companies (4 Marks)
8. a) Identify the different types of meetings that may be held by a Public limited company and
explain the purposes each one serves (6 Marks)
b) State the rule in Sharp versus Dawes and explain the exceptions to this rule. (8 Marks)
c) What is a special notice? Give the circumstances under which a special notice would be
required in respect to Company meetings. (6 Marks)
9. a) “The rule in the case of Ashbury Railway Carriage Vs. Riche (1875) stated that an act has
not been authorized by the objects clause of a company’s Memorandum of Association in ultra
vires to the company and the members cannot ratify it.” Discuss. (8 marks)
b) Njoroge, Odhiambo and Makau are the directors of United Technology Ltd. The Company
was formed with the object of computer training. However due to power rationing, the
3. company’s business has fallen below the expected productivity and is threatened with closure. In
order to keep afloat, the three directors approached Rahisi Bank Ltd for an overdraft facility of
Ksh 2,000,000/= to establish an off-license bar and restaurant within the city centre. The credit
manager granted the loan. However, the company has run into financial difficulties and is unable
to repay the loan. Discuss the legal position of the overdraft facility and the bank’s ability to
recover the same from United Technology Ltd. (8 Marks)
c) Discuss the exceptions to the doctrine of ultra vires (6 Marks)
10. (a) The principle of corporate legal personality is an important and fundamental aspect of
company law. Discuss this statement citing relevant decided cases. (6 marks)
(b) Ropoff Company Ltd., a private limited company, has been under inquiry on alleged
fraudulent financial transactions. The officers of the company under suspicion have denied any
association with the company. At the inquiry it was suggested that the corporate veil be lifted
and the realities of the company in question be looked into. Explain the instances when the veil
of incorporation may be lifted. (14 marks)
11. (a) Outline the qualified minority rights of a member which can only be enforced by the joint
efforts of a membership group as defined under the Companies Act. (10 marks)
(b) The Articles of X Company Ltd provide that every member is entitled to one vote for each of
the first ten shares and thereafter to one vote for each additional ten shares. Jane owns one
hundred shares. She transfers ten of her shares to her nine nominees to increase her voting
powering general meetings. Joseph, who is the chairman at the general meeting, refuses to accept
the votes of Jane’s nominees.
Advise Jane on the validity of the Chairman’s action and her right as a member.
12. (a) Explain the category of persons to whom an auditor owes a duty of care in the preparation
of his audit report.(6mks)
(b) Enumerate the rights accorded to an auditor to enable him perform his duties as the auditor of
a company.(6mks)
(c) In Hedley Byrne V. Heller (1964) the court held that provided that it could be established that
a special relationship existed between parties it was possible for a person to sue for having
suffered a financial loss even though no contractual relationship existed between the parties.
Highlight the factors that should be established in order for a third party to successfully sue an
auditor for professional negligence. (8 marks)
13 a) Distinguish between a company and a cooperative society. (8 marks)
4. b) Though the certificate of incorporation is conclusive for purposes of incorporation, using
decided cases, outline circumstances under which it could be withdrawn. (12marks)
14. A public company in the mining business made an issue of its shares to the public at sh.10
per share.In the prospectus, the company stated that “the company has discovered a booming
market in the European Union member countries for its minerals" The company had never
marketed its minerals in the European Union member countries. Timothy, without reading the
prospectus applied for shares and was allotted 1000 shares at sh.10 each. Mary read the
prospectus, applied for the shares but was not allotted any shares. Later on, Mary bought 2000
shares at the stock exchange at sh.25 each. Peter, an old shareholder in the company owned 500
shares even before the company made the issue. He is disappointed with the price at which the
new offer for sale was made claiming that this had destabilized the price of the company's shares.
Required:
a) Explain the legal principles applicable in the above case and advise Timothy, Peter and Mary.
(12 marks)
b)Timothy prepared a transfer form to transfer 100 shares only to his wife Rose presented the
form to the company. The company erroneously transferred the entire 1000 shares to Timothy's
wife. Timothy is aggrieved and seeks your legal advice. Discuss the legal principles in the case
and advise Timothy. (8 marks)
15. City Acre Limited was incorporated in 2008. The directors of the company who were also the
shareholders are Ochieng and Kamau who own the company’s shares equally. In 2009 the
company borrowed 1 million from Bidii Bank which the directors used to purchase a car for their
own use. Between 2008 and 2010 Chali supplied the company with its raw materials and Kshs.
500,000 is still unpaid. Although Ochieng and Kamau are listed directors, the real running of the
company and decision making is not done by them. Last year it was discovered that the company
was unable to pay its debts. Discuss
a) The liabilities of the directors if any. (14 marks)
b) The type of winding up that would be most appropriate and why? (6marks)
Source: Company law revision papers of other universities and Cpa company law revision
papers.