Company, Business and Organisation

Please answer THREE questions ONLY. There are Seven questions on the paper.Exam is released at 9.30 am 25h April 2024. Submit not later than 9.30 am 26th April
2024 on Canvas ONLY. Submission portal closes at 9.31 am 26th April. Note that if you
submit by email, your paper will not be marked, you may be awarded 0%.
Word Limit – 1,000 words maximum for each question. The –/+10% policy does not
apply.
Note: the word count should be equally allotted to all questions – e.g., 1,000 max each
(do not write e.g., 1,000 words for one question and 1,500 for another question).
Presentation Style – Footnotes and bibliographies are NOT required.
In the main body, for cases: include the full name of a case and the year only e.g.,
Salomon v A Salomon & Co Ltd [1896]. Do not waste your word count by including the
full citation of a case.
For legislation: include the relevant section, the name, and year of the statute referred
to e.g., Companies Act 2006, s. 2
For books, journal articles etc: include the author being referred to e.g., (John Armour).
– Your answers to the questions must be typed into a single word document.
No AI tools may be used: You must not use AI tools to create any draft or final versions
of your work. Your non-use of AI must be appropriately acknowledged. By submitting
this work for marking within the Faculty of Business and Law, you are confirming that
you have worked within these conditions, and you understand that, in cases of doubt,
an investigation may be held.
QUESTIONS
An overall mark will be given for the answers to each question.
1. Answer any three (3) parts of this question.
Identify and evaluate:
a) The extent to which the principles governing directors’ powers strike a balance
between collective decision-making and individual responsibility.
b) The implications of the broad definition ascribed to the term ‘director’.
c) How far the rules governing the role of directors, appointment and termination of
directors create scope for shareholders to exercise some power in relation to
management of the company.
d) How the rules governing the authority of directors affect third parties transacting
with the company.
e) The extent to which the rules governing directors’ duties strike a balance between
promoting high levels of loyalty and skill and encouraging entrepreneurialism.
Attempt three (3) parts only.
2. ‘UK Courts have demonstrated they are prepared to lift the veil of incorporation and
either, go behind the corporate personality to the individual members, or ignore the
separate personality of several companies in a group in order to avoid injustice. They
are right to do so.’
a) Identify the circumstances in which UK Courts have deemed it appropriate to lift, go
behind, or ignore, the corporate veil.
b) Critically analyse whether UK Courts are correct to do so.
3. Answer both elements of this question. Your answer should focus on company
decision-making, company meetings, and record-keeping requirements.
a) Explain the role(s) of auditors in a company AND critically explain the various ways
that the role of auditors affects the interests of shareholders.
b) Explain the various resolutions that shareholders can use to make decisions at
meetings AND advise directors of the appropriate resolution that should be proposed
to validly alter the articles of association of a company.
4. ‘UK rules on the raising of capital protect the interests of creditors too much at the
expense of shareholders.’
a) With reference to the statement above, critically evaluate the rules concerning the
raising of capital, discussing the extent to which they protect the interests of
shareholders and the interests of creditors respectively.
b) Critically analyse whether such rules need to be reformed and, if so, how.
5. ‘There may be overlap between the unfair prejudice remedy and the derivative
action remedy, but the nature of the complaint involved, the framework governing
each remedy, and the appropriate relief for each remedy differ significantly.’
Critically consider the accuracy of this statement.
6. To what extent do
a) the personal insolvency framework, and
b) the corporate insolvency framework
strike a balance between allowing individuals and companies to recover from financial
difficulties, and enabling creditors to recover what they are owed?
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