FINAL EXAMINATION SPRING SESSION 2008
SCHOOL OF LAW
Student Family Name:
Student Given Names:
Student Number:
Course:
Unit Name (In Full): LAW OF BUSINESS ORGANISATIONS
Unit Number: 200183
Time Allowed: 3 (THREE) HOURS plus 10 (TEN) minutes reading time.
Number of Questions: 3 (THREE)
Total Number of Pages: 4 (FOUR)
Lecturer's Name: DR MASUDUL HAQUE, MARGARET HYLAND
INSTRUCTIONS
PLEASE READ CAREFULLY BEFORE PROCEEDING
1 Write your name and student number on the top of this examination paper and on ALL answer booklets.
2 This is an OPEN book examination. You can only use your prescribed text book and the Corporations Act 2001. No other materials are allowed.
3 The examination is out of 100. You must answer all
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(8 marks).
C) If Tom has breached any of his director’s duty what actions can be taken against him and by whom? (6 marks)
D) Can a shareholder bring a personal action, and against whom – the company or the director- based on the facts of the question? Do you think there are grounds for a shareholder to bring derivative action? What remedies can be obtained both for personal and derivative action? (6+6+3=15 marks)
E) Does the agreement between Photolab Ltd and Photoproduction Ltd require the approval of shareholders? If so, why? (8 Marks) F) If Photolab Ltd become insolvent because of the loan provided to Photoproductions Ltd, what liability, if any, have the directors for the company’s debts? Who can bring the action and what remedies are available? (7+5=12 marks)
Question 2 [15 MARKS]
In the above question [question 1] Fred Smart was the auditor of Photolab Ltd. Fred Smart’s wife owns 10% of the shares in Photolab Ltd. When Fred is conducting the audit he is concerned about the company’s accounts, in that the company has not kept proper financial records. He also cannot find any evidence that the company has maintained a register of its members or its charges. Tom tells him he will find them and give them to him but never does. The company tells Fred Smart that it intends to show his report to BigBank, as they wish to borrow $100,000 for expansion purposes. The company
Read the David Miller case from Chapter 5. After reading the case, describe a reason why someone who has been entrusted with the firm’s assets would commit a fraudulent act against the company. Based upon your understanding of the case and your professional and personal experience, recommend a series of actions that should have been taken in order to pre
Whether a C corporation that has preferred stock and common stock with both voting and nonvoting rights, eight shareholders among whom there are a Swedish individual and Plantation Sugar partnership, may elect to be an S corporation, under section 1361(b)(1)(B), 1361(b)(1)(C) and 1361(b)(1)(D)?
The Company President Gregory S Forest has directed me to conduct a field investigation at the Roanoke Branch. We have reasons to believe that employee morales and productivity are declining daily. I have also heard that there are other problems going on as well. I will be coming May 24, 2012 to have the group meeting and interview employees as a group to further investigate the problems within the company.
Both Louis XIV and Peter the Great were famous rulers of the late 17th- early 18th Centuries. Both took the throne at a young age and both had many strengths and weaknesses. Louis XIV had many strengths during his reign as ruler of France. Appointing Jean Baptiste Colbert as his minister of finance made some of his greatest strengths and accomplishments. One strength was that of mercantilism, which is an economic theory under which a country increases its wealth by exporting more goods than it imports. By accomplishing this, Louis XIV made himself and France very wealthy. More wealth was made when a balance of trade brought more gold and silver into France. A high tax was
“Assess own leadership behaviours and potential in the context of a particular leadership model and own organisation’s working practices and culture using feedback from others”
In 1900, the death rate per 100,000 population for influenza and pneumonia (I & P) was 202.2; it was 22.4 in 2003. How much did the death rate due to I & P decline
38. Which of the following describes when an employer is held vicariously liable for the torts of the “servant” or employee if the employee was acting within the scope of his or her employment?
(b)There is a common understanding why is Mayne Pharma a public company. The company is limited by shares. Those shares are publicly traded in Australian Stock Exchange. The company have a set of board of directors, each of them have umpteen experiences in their industries and their special responsibilities towards the company.
History suggests that the overwhelming majority of human beings have had to choose between either tyranny or anarchy
both a and b (Yes. The corporate structure provides for limited liability and ease of transferring ownership.)
INSTRUCTIONS 1) Write your name, student ID number and signature in the assigned space on the front page. 2) To make sure that we can identify your exam if your student
1. In President Obama’s speech at West Point, he announced that 30,000 additional troops would be sent to Afghanistan. He made this decision because he said it was vital to the United States’ national interest. The vital national interest at risk in President Obama’s address is the security and safety of the American people as well as the “security of our allies and the common security of the world.” By involving the military and increasing the troop strength, President Obama can achieve the objectives of his strategy. His objectives are to keep the Taliban from becoming powerful, prevent them from government rule, improve Afghanistan security forces and government so they can manage their own country and prevent Al Qaeda from
A payment of $10M by an HIH subsidiary to a company of which Rodney Adler was a sole director. By use of a trust mechanism following investment was made $4M was used to acquire HIH share, venture capital unlisted investments were purchased from another Adler company, and loans were made to entities which were associated with Adler. All this investment was made without approval and no disclosure to the board of investment committee of HIH. Loans were made without proper documentation so that it does not catch other director attention. In this case the adler breach his duties under four sections. Section 180 duty of care and diligence, s181 duty to act in good faith and intended purpose, section 182 duty to misuse the position for personal benefit and section 183 duty not to improperly use information. The judge found that adler had personal financial interest in those transaction in company name and no business judgment was shown in good faith of the company. The conclusion was that when dealing with any transaction related to corporation should go under duty of care and diligence and proper step should be taken to mitigate the risk. All transaction should be closed across the board, should ensure that those transaction for the benefit of company and conflict of inflict should be avoided in
Candidates answer on the Question paper No Additional Materials are required. READ THESE INSTRUCTIONS FIRST Write your Centre number, candidate number and name on all the work you hand in. Write in dark blue or black pen. You may use a soft pencil for any diagrams, graphs, tables or rough working. Do not use staples, paper clips, highlighters, glue or correction fluid. DO NOT WRITE IN ANY BARCODES. Answer all questions. At the end of the examination, fasten all your work securely together. The number of marks