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LOBOFinal Exam 2 Essay

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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 …show more content…

(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

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