【分析解答题】
【分析解答题】AB
C、SdnBhd is a small private limited company with five shareholders. Its directors areAli andBalu. Its objects clause states as follows:(i) to manufacture and sell biscuits;(ii) to buy and sell wooden furniture; and(iii) to carry on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the company.InApril 2011,AB
C、SdnBhd entered into a contract with XYZ SdnBhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be delivered toAB
C、SdnBhd next month. The decision to purchase the steel was made byAli andBalu with the intention of making the company branch off into the manufacture of steel cabinets and other office equipment made of steel.Charles, a shareholder, believes that the contract for the purchase of the steel is outside the scope of the objects clause ofAB
C、SdnBhD、He seeks your advice in respect of this matter.Required:AdviseCharles on: (a) whether the contract to purchase the steel is an ultra vires transaction; and (5 marks)
C、SdnBhd is a small private limited company with five shareholders. Its directors areAli andBalu. Its objects clause states as follows:(i) to manufacture and sell biscuits;(ii) to buy and sell wooden furniture; and(iii) to carry on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the company.InApril 2011,AB
C、SdnBhd entered into a contract with XYZ SdnBhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be delivered toAB
C、SdnBhd next month. The decision to purchase the steel was made byAli andBalu with the intention of making the company branch off into the manufacture of steel cabinets and other office equipment made of steel.Charles, a shareholder, believes that the contract for the purchase of the steel is outside the scope of the objects clause ofAB
C、SdnBhD、He seeks your advice in respect of this matter.Required:AdviseCharles on: (a) whether the contract to purchase the steel is an ultra vires transaction; and (5 marks)
【分析解答题】The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of the company. The company has struggled to achieve growth in recent years and Yuri has already demonstrated his ability to revive the economic fortunes of other major companies.Yuri has stated that he is prepared to accept the position subject to several conditions.(i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of the company without power of attorney, as he argues that the company must respond rapidly to urgent business needs.(ii) He insists that he must have the authority to take decisions on the future composition of the board of directors as well as the capital structure of the company.(iii) Yuri wants the company to agree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in the company.Required:Advise the board of directors of OAO Hopeful in respect of Yuri’s demands. (10 marks)
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【分析解答题】(b)Explain the protection afforded to creditors who may be prejudiced by such reduction. (5 marks)
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