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.
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.
Brief introduction to the STP process - A marketing strategy is based on expected customer behavior in a certain market. In order to know the customer and its expected buying process of segmenting, targeting and positioning is needed.
A. In what instances might a court disregard the corporate entity an.pdffazilfootsteps
A. In what instances might a court disregard the corporate entity and hold an individual
shareholder liable?
B. Recommend two other types of business forms that would provide protection from personal
liability. Explain the basis for your recommendations.
C. If you were the sole shareholder of a corporation and a plaintiff sued your corporation, do you
believe you would have an ethical obligation to provide personal assets in satisfaction of the
plaintiff’s demands if the assets of the corporation were insufficient? obligations holder for a
corp CASE 36.1 1 STATE COURT CASE Shareholder\'s Limited Liability Menendez v.
O\'Niell 986 So.2d 255 (2008) Court of Appeal of Louisiana Issue \"As a general rule, a
corporation is a distinct legal is the sole shareholde entity, separate from the individuals who
comprise Is Fraioli personally liable for the dehts a corporation of which he is the sole them, and
individual shareholders are not liable for the debts of the corporation.\" Language of the Court a
general rule, corporation is a d legal entity, separate from the individu -Welch, Judge net
comprise them, and individual are not Facts 1 vehicle driven by Michael O\'Niell crashed while
liable for the debts of the uulreholde traveling on Louisiana Highway 30. Vanessa Savoy, a Mr
Fraioli met his burden of provi 19-year-old guest passenger in the vehicle, sustaine severe
injuries as a result of the collision. O\'Niell, who virate\'s corporate existence. Plaintiff st\' was
under the legal drinking age, had been drinking ofer any evidence identified by law as ind at
Fred\'s Bar and Grill prior to the accident. Fred\'s that Mr:. Fraioli and Triumvirate are n Bar is
owned by Triumvirate of Baton Rouge, Inc., a ally separate entities. The involvement o
corporation. Mare Fraioli is the sole shareholder and or majority shareholder in a corporation is
not president of Triumvirate. Fraioli was not at Fred\'s sufficient alone, as a matter of law, t o
esta bl Bar the night that O\'Niell was served alcohol at the a basis for disregarding the corporate
ent bar. Savoy, through a legal representative, brought a lawsuit against O\'Niell, O\'Niell\'s
automobile in- Decision surance company, Triumvirate, and Fraioli seeking The court of appeal
held that Fraioli was not person damages for her injuries. Savoy alleged that O\'Niell ally liable
for the debts of the Triumvirate corpora- was intoxicated at the time of the accident and that tion
of which he was the sole shareholder. The cout his drinking caused the collision. Savoy alleged
that of appeal affirmed the trial court\'s grant of summary Triumvirate corporation was liable for
serving ONiell judgment dismissing Fraioli from the case alcohol when he was underage and that
Fraioli was liable as the owner of Triumvirate. Fraioli filed a motion for summary judgment as
serting that, as the shareholder of Triumvirate, he was Whatr not liable for the corporation\'s
debts. The trial court his granted summary judgment to Fraioli.
Exam Business Organizations 1. Sal is a shareholder in XY.docxSANSKAR20
Exam: Business Organizations
1. Sal is a shareholder in XYZ Corporation. XYZ Corporation made defective products, and many individuals have filed
lawsuits due to the defects. As a shareholder, Sal may
A. be held personally liable only if the plaintiffs name Sal as a defendant.
B. not be held personally liable for the defects.
C. be held personally liable only if the corporation was aware of the defects.
D. be held personally liable for the defects.
2. Tom is president of Big Drug, Inc. Tom receives a phone call from a federal agency informing him that a new drug
owned by Big Drug will be approved for sale to the public. Tom knows that this drug will be very popular and will cause
a significant increase in the company's profits. Tom quickly purchases as much Big Drug stock as he can afford. Then,
when the federal agency formally announces approval of the drug, Big Drug stock triples in value, and Tom becomes
rich. Tom has violated the
A. fairness rule.
B. business judgment rule.
C. insider trading rule.
D. corporate opportunity doctrine.
3. Under the Revised Uniform Partnership Act,
A. partners are co-owners of partnership property.
B. partners don't have transferable economic interests.
C. partnership property is owned by the partnership.
D. the partnership is an aggregate rather than an entity in its own right.
4. Robert owns shares in Products, Inc., and suspects that Zach, one of the directors of the company, has been stealing
corporate assets. Robert complains to the corporation, but no action is taken. Robert should file a
A. derivative suit against Products, Inc., on his own behalf.
B. direct suit against Zach.
C. derivative suit against Zach on behalf of Products, Inc.
D. direct suit against Products, Inc.
5. Jennie owns shares in Superstore, Inc. A vote about whether Superstore should expand its operations to
China is coming up. Jennie thinks this is a good idea, but she doesn't own enough shares to control the outcome of the
vote. Jennie could increase the chance that the vote will go her way by
A. entering into a pooling agreement.
B. filing a derivative suit.
C. offering to give someone else a proxy.
D. making a shareholder proposal.
6. If a regulation affecting corporations is federal, the authority for that regulation likely derives from
A. the Commerce Clause.
B. police power.
C. the Supremacy Clause.
D. executive orders.
7. In a general partnership, management decisions are made by
A. majority vote, with partners votes weighted in proportion to the interest owned.
B. unanimous vote in all business decisions.
C. two-thirds votes of the partners.
D. majority vote, with each partner having an equal vote.
8. A shareholder's preemptive rights refers to a right to
A. purchase a proportionate share of every new share offering by the company.
B. share in any profits insiders made from insider trading.
C. preempt the board of director's ...
Question 1:
- Discuss the function and application of such form of punishment (reformatory) in Malaysia.
- Whether such form of punishment may tackle the issue of sentencing disparity.
Question 2:
- Discuss ‘illegal omission’ which may give rise to criminal liability.
Read| The latest issue of The Challenger is here! We are thrilled to announce that our school paper has qualified for the NATIONAL SCHOOLS PRESS CONFERENCE (NSPC) 2024. Thank you for your unwavering support and trust. Dive into the stories that made us stand out!
Ethnobotany and Ethnopharmacology:
Ethnobotany in herbal drug evaluation,
Impact of Ethnobotany in traditional medicine,
New development in herbals,
Bio-prospecting tools for drug discovery,
Role of Ethnopharmacology in drug evaluation,
Reverse Pharmacology.
How to Create Map Views in the Odoo 17 ERPCeline George
The map views are useful for providing a geographical representation of data. They allow users to visualize and analyze the data in a more intuitive manner.
Synthetic Fiber Construction in lab .pptxPavel ( NSTU)
Synthetic fiber production is a fascinating and complex field that blends chemistry, engineering, and environmental science. By understanding these aspects, students can gain a comprehensive view of synthetic fiber production, its impact on society and the environment, and the potential for future innovations. Synthetic fibers play a crucial role in modern society, impacting various aspects of daily life, industry, and the environment. ynthetic fibers are integral to modern life, offering a range of benefits from cost-effectiveness and versatility to innovative applications and performance characteristics. While they pose environmental challenges, ongoing research and development aim to create more sustainable and eco-friendly alternatives. Understanding the importance of synthetic fibers helps in appreciating their role in the economy, industry, and daily life, while also emphasizing the need for sustainable practices and innovation.
We all have good and bad thoughts from time to time and situation to situation. We are bombarded daily with spiraling thoughts(both negative and positive) creating all-consuming feel , making us difficult to manage with associated suffering. Good thoughts are like our Mob Signal (Positive thought) amidst noise(negative thought) in the atmosphere. Negative thoughts like noise outweigh positive thoughts. These thoughts often create unwanted confusion, trouble, stress and frustration in our mind as well as chaos in our physical world. Negative thoughts are also known as “distorted thinking”.
The Art Pastor's Guide to Sabbath | Steve ThomasonSteve Thomason
What is the purpose of the Sabbath Law in the Torah. It is interesting to compare how the context of the law shifts from Exodus to Deuteronomy. Who gets to rest, and why?
How to Split Bills in the Odoo 17 POS ModuleCeline George
Bills have a main role in point of sale procedure. It will help to track sales, handling payments and giving receipts to customers. Bill splitting also has an important role in POS. For example, If some friends come together for dinner and if they want to divide the bill then it is possible by POS bill splitting. This slide will show how to split bills in odoo 17 POS.
2.
Refer to circumstances where the law or the
court disregard the corporate entity by
looking behind it to determine the reality of a
situation.
3.
To determine the residence/nationality of a
company, the court will look to the
residence/nationality of the person who
control the company.
4.
F: Con Tyre was incorporated in England.
Directors and all shareholder (except one)
were German residents. The secretary resided
in England and was a British subject.
5.
F: 90 shares of a company were held by an
American director and 10 shares were held by
a British. The company sought to register its
film “Monsoon” as a British film. The Board of
trade refused because in reality it was made
by an American company.
6.
When a company was incorporated to evade
or avoid a legal obligation
7.
F: H was employed as a managing director in
the P‟s company. There was a covenant… not
to solicit customers of the company after
leaving his employment. When H left the
company, set up his own company and in
contravention with the covenant solicited the
P‟s customers. P applied an injunction against
H.
8.
H: Injunction granted.
„Of course in law the Def. Co. is a separate
entity from H but the reason for the creation
of the company was the fear of H that he
might commit breaches of the covenant‟
„The company was formed as a device, a
stratagem, in order to mask the effective
carrying on of a business of Mr Horne‟
9.
F: L agreed to sell his house to J.L changed
his mind, to avoid transfer he set up a
company and transferred the house to the
company. The company was wholly owned
and controlled by L.
10.
Russel j: „….the company was a creature of L,
a device and a sham, a mask which he holds
before his face in an attempt to avoid the eye
of equity‟.
11.
Respondent company had applied an
injunction against Lorrain who was once a
director of the respondent company.
R alleged L had channeled certain secret
profits into Aspatra which he controlled to
prevent R from recovering those proceeds
12.
F: The shares- in Bugle Press were held by S
& J – 4500 shares each and T-1000 shares. S
& J wanted to buy T‟s shares. For this purpose
they incorporated a company which made an
offer to purchase all the shares in Bugle
Press. S & J agreed except T. Thus, they
invoked Sec 209 (equiv. To Sec 180) i.e. if a
co. acquired 90 %, it could compulsorily buy
out the remaining 10 %.
13.
Court of Appeal:
Rejected the application of sec 209.
“the section had been used…for the purpose
of enabling majority shareholders to
expropriate or evict the minority”
14.
F: There was a dispute between P & D.
Injunction was granted restraining the D from
interfering with the P‟s business until the
action went for trial. One night the P found
the premise was locked, so he sought an
order for contempt of court.
15.
A company may act as an agent of another
company. In such situation based on the
agency principle, the principal will be liable
for the act of the company
16.
F: Birmingham Waste Co. Ltd (the waste
company), carrying on business on premises
belonging to SS. The waste company was a
subsidiary of SS. When BC acquired the
premises, SS claimed compensation. BC
refused because in law SS and the waste
company were distinct entities.
17.
H: Compensation claimed by SS was granted.
Atkinson J: The question is whether the
subsidiary was carrying on the business as
the holding‟s business or as its own
18.
Six requirements must be established:
The profits of sub. Must be treated as the
profits of the holding
The person conducting the business must be
appointed by the holding
The holding must be the head and brain of
the trading venture
….
19. Tay Tian Lian v Hong Say Tee & Ors
F: P purchased all the shares in Wato from D.
Wato owned Hotel Wato Inn. In the S & P it
was agreed that D would indemnify P for tax
payable prior to the date of the agreement.
Later Wato and Wato Inn were taxed, P paid
and claim to be indemnified by D.
20.
Held: The corporate veil of Wato would be
pierced to reveal the existence of Hotel Wato
Inn as a subsidiary of Wato for the sole
objective of achieving justice.
21.
PS Gill J: …. That the corporate veil should be
lifted in order to ascertain who was the main
beneficiary of the loan.
It is clear from the documentary evidence and
the relevant affidavits that the loan, although
taken out in the director‟s name was for the
beneficial interest of the P. The director was
merely an alter ego of P.
23.
A company as an artificial person function
through the human beings
In crime-mens rea and actus reus
A company will be liable for crime when
there is mens rea.
24.
The mens rea of the directing mind and will
of the company.
Thus when the directing mind and will has
the criminal intention it will be attributed to
the company and the company may be guilty
for the criminal offences.
25.
HOL:
„….the mental state of a person who is the
directing mind and will of the corporation
may be attributed to the corporation itself‟
26.
Depend to the circumstances of a case
Board of Directors, members, managing
director etc,
27.
Lord Denning:… Some of the people in the
company are mere servants and agents who
are nothing more than hands to do the work
and cannot be said to represent the mind &
will. Others are directors and managers who
represent the directing mind and will of the
company & control what it does….
28.
F: Tesco- a chain of supermarket. Charged
under the UK Trade Description Act; offer
goods at one price and sell them at a higher
price…unless by mistake of other person.
One of T advertised a good at an offer price
but sold at a higher price because…Shop
assistant failed to inform the manager.
29.
HOL: F for the branch manager did not
represent its directing mind and will but were
merely a subordinate.
Thus the company could not be liable
because the mistake was done by the
manager of the store.
30.
A company cannot be sentenced to
imprisonment, only fined.
Thus in certain criminal cases a company
cannot be convicted.
31.
A company may be vicariously liable for the
negligence acts of its servants in the course
of employment.
A company may also be liable for torts
committed by its directing mind and will.
32.
A company will not be liable either in crime or
tort if the person who represents the
company‟s directing mind and will is acting in
fraud of the company.
His knowledge/intention will not be imputed
to the company.
