Reference no: EM133186540

Question 1

a) Indicate the circumstances under which a company may be wound up by an order of the court?

b) Outline the powers of a liquidator in a winding up with the sanction either of the Court or of the committee of inspection.

Question 2

In relation to a companies' loan capital explain the following terms:

a) Debentures

b) Fixed Charge

c) Floating Charge

Question 3

Holmes, Matlock and Mason are attorneys at law in Jamaica; the firm has been in existence since 1985, operating as a general partnership from 2006. You are a young sole practitioner, specializing in civil litigation with a growing reputation. Over the past two years you have been a target for recruitment by firms across the Commonwealth Caribbean. You have been approached by the firm Holmes, Matlock and Mason to join the firm. Your initial discussions with Ben Matlock and Perry Mason reveal the firm has no written Partnership Agreement. A young practitioner you are not prepared to commit on the basis of a gentleman's agreement. As the party who is insisting on the document you have been asked to indicate what such an agreement ought to contain.

Draft the Articles of Partnership outlining the usual and desirable clauses, and giving reasons for the inclusion of each clause.

Question 4

Discuss the rule in Foss v Harbottle (1843).

Question 5

Outline the nature of the relationship between a promoter and the company and discuss the effect of pre-incorporation contracts.

Question 6

When directors exercise their duties on behalf of the company, whose interests are they required to consider?

Question 7

a) Explain the concept of the 'ultra vires' rule and

b) How is this applied to limited liability companies?