In relation to company law, explain the duties owed by directors to their companies.

In relation to the Companies Act 2006:

(a) state, and explain the purpose of, the various registers that have to be kept by a company; (4 marks)

(b) describe what accounting records will have to be produced and maintained by a company. (6 marks)

In relation to the issuing of company shares explain:

(a) pre-emption rights; (3 marks)

(b) rights issues; (3 marks)

(c) bonus issues. (4 marks)

In relation to the law of tort explain:

(a) the neighbour principle; (4 marks)

(b) remoteness of damage; (4 marks)

(c) liability for economic/financial loss. (2 marks)

In relation to the English legal system:

(a) explain and distinguish between:

(i) primary legislation; and

(ii) secondary/delegated legislation. (6 marks)

(b) explain the powers of the courts in relation to challenging the validity of primary and secondary/delegated legislation. (4 marks)

members.

Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of ￡50,000 for ensuring that the takeover is successful.

At the next board meeting Harry convinces the other directors that the take-over bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover.

In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover.

After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour.

May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors.

Required:

Advise May as to the legality of the share allotment and as to what action can be taken against Harry.

0,000 into the business. As Fi had no prospect of raising any more money it was agreed between them that her maximum liability for any partnership debts would be fi xed at her original contribution of ￡100,000. The partnership agreement specifi cally restricted the scope of the partnership business to the sale of ‘paintings, sculptures and other works of art.’ In January 2010 Chi took ￡10,000 from the partnership’s bank drawn on its overdraft facility. She had told the bank that the money was to fi nance a short-term partnership debt but in fact she used the money to pay for a holiday. In February Di entered into a ￡25,000 contract on behalf of the partnership to buy some books, which she hoped to sell in the gallery.

Required:

Advise Chi, Di and Fi as to their various rights and liabilities in relation to the operation of the business under partnership law.

y. As the warehouse had to be converted, Ami entered into two contracts, one with Bry to do all the necessary plastering and one with Cis, who was to do all the necessary painting. Both Bry and Cis were to be paid ￡5,000. Both received initial payments of ￡1,000 and agreed to have the work completed on 31 March, as the art gallery had to be ready for its fi rst exhibition on 1 May.

At the end of February, Bry told Ami that he would not complete the plastering in time unless she agreed to increase his payment by a further ￡1,000. Ami agreed to pay the increased sum in order to ensure that the job was done on time. She then thought it was only fair that she should increase the amount of money promised to Cis by the same amount.

However, on completion of the work on time Ami refused to make either of the additional payments to Bry or Cis, beyond the original contractual price.

Required:

Advise Bry and Cis whether they have any rights in law to enforce Ami’s promise to pay them an extra ￡1,000.

oyed or is an employee.

ies and powers of a company secretary in a public limited company.