LAW-6-COL - Company Law-Second sit Paper - Law Assignment Help

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Assignment Task

 

SECTION A

YOU MUST ANSWER ONE QUESTION FROM THIS SECTION

1. Although it was much needed, the codification of the general duties of directors in the 2006 Companies Act hardly changed the law and has therefore made little
difference. Critically assess the accuracy of this statement with reference to decided cases and statutory provisions.

2. UK company law provides minority shareholders with all the protection they need. Critically assess the accuracy of this statement with reference to decided cases and
statutory provisions.

3. ‘Legal principles taken from judgments in court cases – known as case law, common law, or, simply law, as opposed to legislation – are of great significance in company
law.’ ‘Mayson, French & Ryan on Company Law’. In the light of the above statement, critically assess the contribution made by case law in TWO out of the following company law topics that we have studied.
(a) The duties of a promotor
(b) Alteration of the articles of association.
(c) Piercing the veil of incorporation
(d) Section 994 of the Companies Act 2006

 

SECTION B

4. The main object of Zippy Ltd (’the company’) is to produce recording artists. Its three directors are Liam, Mary and Pat who own all of the shares in the company equally
between them. The company has adopted the model articles for private companies but has added the following additional clauses.
(a) Kiran shall be the company’s solicitor for life.
(b) No new recording artist shall be signed without the consent of Liam, the company’s Artistic Director.
(c) On any resolution to remove a director the votes of the director whom it is proposed to remove shall be trebled.
(d) All disputes between the company and its members shall be heard by an arbitrator.

In addition, there is a shareholders’ agreement signed by the company, Liam, Mary and Pat that the company shall not engage in any other trade or business unless
they all give their consent. Mary and Pat have fallen out with Liam. They want to open a shop selling musical instruments and also sign a new band called ‘Take This’, but Liam has blocked these suggestions. Mary and Pat have responded by calling a meeting at which they intend to remove Liam as a director. Mary and Pat now seek your advice on the following matters.
(i) Can they remove Liam as a director and, if so, how?
(ii) Can they sign ‘Take This’ and ignore the shareholders’ agreement and go ahead with the opening of a music shop?
(iii) Can they employ another solicitor, Quinten, instead of Kiran, to be the company’s solicitor?
(iv) Where will their disputes be heard?

 

 

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