QUESTIONS FOR THE WEBSITE

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1 QUESTIONS FOR THE WEBSITE CHAPTER Self-Test Questions 1. Why do you think people set up companies? 2. What are the formalities involved in setting up a company? 1.2 Self-Test Questions 1. Name a famous chartered company? 2. Can you think of an example of a statutory company? 3. How are statutory companies formed? 4. How are registered companies formed? 5. Why would somebody want to set up an unlimited company? 6. What are the differences between public and private companies? 7. Why was the community interest company introduced as a form of incorporation? 1.3 Self-Test Questions 1. Set out the names of the major pieces of legislation relevant to Company Law today. 1.4 Self-Test Questions 1. What has been the impact of the various directives on Company Law to date? 2. Are there problems with the harmonisation of Company Law across so many different member states of the European Union? 3. Explain how the supremacy of European Law applies in relation to British Company Law. Are there any cases that illustrate how this applies? 4. Can companies set up specifically under European Law rather than under the law of a member state of the European Union. 1.5 Self-Test Questions

2 CHAPTER Self-Test Questions 1. Give examples in decided cases of the application of the Salomon principle of separate corporate identity. 2. Does setting up a company ever cause difficulty for those incorporating the company? How may it do so? 2.2 Self-Test Questions 1. Should the legislature intervene in any new areas to lift the corporate veil? 2. Where have the courts lifted the veil of incorporation? Have they been consistent in their approach? 3. Can companies commit crimes and torts? 4. Are there any crimes that companies cannot commit? Give examples if so. 5. Was the Corporate Manslaughter and Corporate Homicide Act 2007 necessary? Explain its scope.

3 CHAPTER What decided cases have featured the definition of a promoter? 3.2 What is the essence of the duties owed by promoters to the company? 3.3 Is the law in relation to remedies for breach of promoters duties satisfactory? If not, how should it be amended? 3.5 How has statute intervened to alleviate the conceptual problem in relation to preincorporation contracts?

4 CHAPTER Self-Test Questions 1. Give a judicial definition of the nature of the share. 4.2 Self-Test Questions 1. What features apply to different types of shares? 4.3 Self-Test Questions 1. Discuss the nature of deferred or founders shares. 4.4 Self-Test Questions 1. How does pre-emption on transfer of shares apply? 2. How may directors reject a proposed transfer of shares? 3. What statutory rules apply in the area of transfer of shares? 4.5 Self-Test Questions 4.6 Self-Test Questions 1. How does pre-emption apply in relation to a company s issue of shares? 2. What statutory rules apply in relation to pre-emption where a company issues additional shares? 4.7 Self-Test Questions 1. Can shares be paid for with property? 4.8 Self-Test Questions 1. How is payment for shares issued at a premium dealt with? 4.9 Self-Test Questions 1. What are the statutory rules in relation to the return of allotments?

5 CHAPTER Self-Test Questions What common law remedies are available for misrepresentation? What statutory remedies are available for misrepresentation? What common law remedies are available in the tort of deceit? What statutory remedies are available for fraud? What common law remedies are available for negligent misstatement? What other statutory remedies are available under relevant legislation?

6 CHAPTER Self-Test Questions 1. Why was the company struck off in R v Registrar of Companies ex parte Attorney General [1991] BCLC 476? 2. What is the importance of the register of company names? 3. When might the approval of the Secretary of State be needed for a company name? 4. What is the importance of the tort of passing off in relation to company names? 6.6 Self-Test Questions 1. How may an unlimited company become a limited company? 2. How may a public company re-register as private and unlimited?

7 CHAPTER Self-Test Questions 1. How are the articles set out? 2. What happens when a company fails to specify in relation to a particularly vital matter in its articles? 7.4 Self-Test Questions 1. How are members bound by the company s constitution? 7.6 Self-Test Questions 1. How may class rights be varied? CHAPTER Self-Test Questions 1. Does the Stock Exchange make any rules in addition to statutory rules in relation to the payment of dividends for listed companies? 2. What are the statutory principles that apply in relation to the payment of dividends? 8.7 Self-Test Questions 1. How may auditors be liable in relation to the wrongful payment of dividends?

8 CHAPTER Self-Test Questions 1. When may financial assistance towards the purchase of a company s own shares be made? 9.8 Self-Test Questions 1. How is a reduction of capital by a private company different from a reduction of capital by a public company?

9 CHAPTER Self-Test Questions 1. How can somebody find out who the directors of the company are? 2. What is a shadow director? 10.5 Self-Test Questions 1. What compensation is payable if a director is removed from office? 2. What protections exist for directors of quasi-partnership companies in relation to removal?

10 CHAPTER Self-Test Questions 1. What do a company s articles generally say about the management of a company? 11.2 Self-Test Questions 1. What happens where a company has no directors? 11.3 Self-Test Questions 1. What are the powers of a managing director? 11.4 Self-Test Questions 1. What happens where somebody properly appointed as a director acts beyond the powers that he has been given? Does this bind the company?

11 CHAPTER Self-Test Questions 1. What does the Companies Act 2006 stipulate in relation to the duties of directors? 12.2 Self-Test Questions 1. Can individual shareholders ever enforce directors duties? 12.3 Self-Test Questions 1. What matters must directors consider in promoting the success of the company? 2. What is enlightened shareholder value? 12.4 Self-Test Questions 12.5 Self-Test Questions 1. Can the issue of shares ever be for a purpose other than raising necessary capital? 12.6 Self-Test Questions 1. Explain the impact of s 214 of the Insolvency Act 1986 on the development of this duty Self-Test Questions 1. What must a director do to avoid the conflict of duty and interest? Self-Test Questions 1. When may a director be liable in tort for activity undertaken through the medium of the company? 2. In what circumstances does statute impose personal liability on directors in relation to company activity? Self-Test Questions 1. Can the court ever grant relief from liability to directors? Self-Test Questions 1. What must a director do in relation to substantial property transactions? Self-Test Questions

12 CHAPTER Self-Test Questions 1. Why does insider dealing constitute a problem? 2. How is insider dealing combatted in the United Kingdom? 14.2 Self-Test Questions 1. Does insider dealing still constitute a problem in the United Kingdom? 14.8 Self-Test Questions 1. Describe the interaction of the Financial Services Authority and the Courts in this area. CHAPTER Self-Test Questions 1. How does statute permit a derivative claim to be brought? 2. Set out some of the case law on derivative claims under the Companies Act Self-Test Questions 1. May a claim be brought for exclusions from management if so, in what circumstances? 2. Set out some of the grounds for petitions under s 994 CA Self-Test Questions 1. Is just and equitable winding up a useful remedy?

13 CHAPTER Self-Test Questions 1. What is the legal requirement in relation to Annual General Meetings for private companies? 16.2 Self-Test Questions 1. How may the court get involved in relation to the calling of company meetings? 2. Are there special provisions in relation to the calling of general meetings in public companies? 16.4 Self-Test Questions 1. What constitutes special notice? 2. When is special notice needed? 3. What happens if somebody is not sent a notice of a meeting? 4. How may members circulate statements in relation to business to be transacted at a company meeting? 16.5 Self-Test Questions 1. How may the court get involved in relation to fixing the quorum at a company meeting? 16.6 Self-Test Questions 1. What are the responsibilities of a Chairman of a meeting? 16.8 Self-Test Questions 1. What rights may be exercised by a proxy? Self-Test Questions 1. What is the importance of written resolutions? 2. What is meant by a de facto resolution? 3. How must resolutions be recorded? 4. How may amendments to resolutions be carried?

14 CHAPTER Self-Test Questions 1. What are small companies for the purposes of accounts and reports? 2. What exemptions do they enjoy? 3. What type of company constitutes a medium sized company? 4. What exemptions are enjoyed by medium sized companies? 5. What constitutes a quoted company? 6. What additional requirements apply to quoted companies? 7. How is a company s financial year determined? 8. What is the importance of a financial year? 17.2 Self-Test Questions 1. What constitutes the annual accounts of companies? 2. When must group accounts be filed? 3. What additional information must be provided in notes to the accounts? 17.3 Self-Test Questions 1. What information must be contained in the Directors report? 2. What additional information is required of quoted companies? 17.4 Self-Test Questions 1. How must the accounts and reports be published? 2. What additional requirements of publication apply in relation to public companies? 3. What additional requirements apply in relation to quoted companies? 4. What are the filing requirements in relation to accounts and reports? 5. What are the filing requirements in relation to unlimited companies?

15 CHAPTER Self-Test Questions 1. How are auditors appointed? 2. What are the functions of an auditor? 3. What are the statutory duties of auditors? 4. What must be set out in the auditors report? 5. What are the auditors statutory liabilities in relation to the auditors report? 6. How must the audit be conducted and what is the nature of the auditors liability? 7. What liabilities arise in contract? 8. What are the auditors potential tortious liabilities? 9. May the auditors liability be limited? 10. What statutory liabilities apply to the auditor? 11. How may auditors be removed from office? 12. What additional requirements apply in relation to quoted companies? 18.2 Self-Test Questions 1. What information must be contained in a company s annual return?

16 CHAPTER Self-Test Questions 1. How has the importance of the Company s Secretary evolved in the last 100 years? 2. When is a Company Secretary not needed?

17 CHAPTER Self-Test Questions 1. Why might a lender elect to take a floating charge as security? Self-Test Questions 1. How may a landlord destraining for rent be protected where a company has a floating charge? 2. How are preferential creditors protected where a company has a floating charge? 3. Describe the impact of s 245 of the Insolvency Act What does s 239 of the Insolvency Act 1986 provide? 5. Describe the system of a reservation of title. 6. What is the nature of a lien? CHAPTER Self-Test Questions 1. Is receivership still important?

18 CHAPTER Self-Test Questions What is the importance of the provisions on fair dealing in relation to administration?