Topic 4

1

A company's constitution makes the arrangements needed to manage the company's business through vesting power to act for the company in 2 bodies: (control over management) and (background ownership control).
NOTE: write the bodies in PLURAL.

1

Directors tend to have more significant autonomy in companies where shareholders are large in number.

2

Which of the followings is the source of the directors' powers?

1

Directors may be trustees of those funds of the company which are under their control.

1

What requirement has to be fulfilled for directors to act informally?

2

After CA 2006, all companies are still required to have a memorandum of association.

2

Companies must appoint at least 1 director.

1

Which one of the following is NOT a power exercisable by passing a resolution of the shareholders?

2

What do shareholders of a public company require in order to exercise their powers?

1

Shareholders' equitable duty. The burden of proof when there is an alleged breached of this duty is on the Defendant.

1

Courts seem to be reluctant to find a breach of the shareholders' equitable duty, especially when concerning "business judgment". In fact, this duty is likely to be satisfied if at least one of the followings applies:

1

A company's constitution cannot be supplemented by:

1

When a class right is varied, the minority of this class can appeal to the Court if they constitute at least ... of the total shares of that class.

2

The ability to alter a company's articles is limited in several ways. Which one of the following is NOT a valid limitation?

3

For this case, think always of general rules. If it's not stated = does not exist/do not need to consider it.
Gerard ltd is a trading company. A and B (both directors) attend a duly convened meeting and decide to nominate a new director, which is later appointed through an ordinary resolution by the shareholders. However, C (the 3rd director) claims he is against such decision and claims an injunction to the court. What is it likely to happen?

Topic 4 test

Topic 4

A company's constitution makes the arrangements needed to manage the company's business through vesting power to act for the company in 2 bodies: (control over management) and (background ownership control). NOTE: write the bodies in PLURAL.

Directors tend to have more significant autonomy in companies where shareholders are large in number.

Which of the followings is the source of the directors' powers?

Directors may be trustees of those funds of the company which are under their control.

What requirement has to be fulfilled for directors to act informally?

After CA 2006, all companies are still required to have a memorandum of association.

Companies must appoint at least 1 director.

Which one of the following is NOT a power exercisable by passing a resolution of the shareholders?

What do shareholders of a public company require in order to exercise their powers?

Shareholders' equitable duty. The burden of proof when there is an alleged breached of this duty is on the Defendant.

Courts seem to be reluctant to find a breach of the shareholders' equitable duty, especially when concerning "business judgment". In fact, this duty is likely to be satisfied if at least one of the followings applies:

A company's constitution cannot be supplemented by:

When a class right is varied, the minority of this class can appeal to the Court if they constitute at least ... of the total shares of that class.

The ability to alter a company's articles is limited in several ways. Which one of the following is NOT a valid limitation?

A company's constitution makes the arrangements needed to manage the company's business through vesting power to act for the company in 2 bodies: (control over management) and (background ownership control).
NOTE: write the bodies in PLURAL.