Identify five clauses contained in the Memorandum of Association ANSWER The various clauses of the memorandum of association are: 1. Name Clause: Contains the name of the company with limited as the last word of the name where the company’s Open …
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Detail the conditions that have to be satisfied before an applicant can bring an action successfully under the exception to the rule in Foss v Harbottle.
Detail the conditions that have to be satisfied before an applicant can bring an action successfully under the exception to the rule in Foss v Harbottle ANSWER • The conduct complained of most at the lowest involve some fraud. • Open …
In the context of voluntary winding up, explain the statutory provisions regarding the powers of the liquidator which may be exercisable: i) With the court sanction. ii) Without the court sanction.
In the context of voluntary winding up, explain the statutory provisions regarding the powers of the liquidator which may be exercisable: i) With the court sanction. ii) Without the court sanction. ANSWER i) In a compulsory winding up, the liquidator Open …
i) Explain the doctrine of ultra vires with regard to the objects of a company ii) State the effects of ultra vires transactions iii) What are the purpose of the rule?
i) Explain the doctrine of ultra vires with regard to the objects of a company ii) State the effects of ultra vires transactions iii) What are the purpose of the rule? ANSWER i) The doctrine of ultra vires with regard Open …
Name and briefly explain four classes of persons who may incur civil liability in respect of a false statement in a prospectus
Name and briefly explain four classes of persons who may incur civil liability in respect of a false statement in a prospectus ANSWER • Every person who was a promoter of the company at the time of issue. • Every Open …
Explain five circumstances under which the veil of incorporated may be lifted by the court
Explain five circumstances under which the veil of incorporated may be lifted by the court ANSWER In the words of Lord Denning in Littlewood Stores Ltd v Inland Revenue Commissioner “The courts can and often do draw aside the veil. Open …
Outline the circumstances under which a floating charge will crystallise
Outline the circumstances under which a floating charge will crystallise ANSWER • Default in payment of the principal or interest when due and payable provided the chargee takes some step to enforce the security. • Commencement of recovery proceedings against Open …
Outline the exceptions to the general prohibition on financial assistance by a company for the purchase of its own shares
Outline the exceptions to the general prohibition on financial assistance by a company for the purchase of its own shares ANSWER The rule in Trevor v Whitworth prohibits the company from purchasing its shares. This rules is now embodied in Open …
What are advantages and disadvantages of a floating charge to a debenture holder?
What are advantages and disadvantages of a floating charge to a debenture holder? ANSWER • Capacity to appoint receiver or manager in the event of default. • It charges both existing and future assets of the company. • Upon crystallization, Open …
In what circumstances may a public company register a statement in lieu of prospectus with the registrar?
In what circumstances may a public company register a statement in lieu of prospectus with the registrar? ANSWER When a private company goes public in accordance with the provisions of the Companies Act, a copy of a statement in lieu, Open …