Company Management Flashcards

Question

What is a substantial property transaction?

Answer 1

Where a director wishes to transfer or acquire property of company Lower of - assets exceed £100k or 10% of net assets De minimis vale of £5000 (doesn't matter)

Answer 2

- Service contracts that last a minimum of two years or more otherwise it will be terminated - substantial property ransactions (10% of NA/£100k) - loans and quasi loans (besides for minor or 'normal transactions', expenditure on company business, regulation, investigation or legal, intragroup transactions and money lending co) - payments for loss of office

Answer 3

- Expenditure on company business, defending proceedings or regulatory action investigation - Minor transactions or there is in the ordinary course of business - Intra group transaction - Money lending companies

Answer 4

If minority is unhappy with the decision made by the majority, they generally have no say. The company is the proper claimant

Answer 5

- do a prima facie case (director is doing wrongdoing) | - obtain permission to continue the claim

Answer 6

- hypothetical director acting to promote the success of the company would not continue this claim - act has been approved of by shareholders

Answer 7

- any attempt to exclude liability the death or personal injury caused by negligence will be void - Any attempt to exclude any provisions of the sales of goods act regarding the consumer will be void - In a B2B contract - exclusion clause would not be permitted regarding legal ownership. Also they'll consider (I) the relative bargaining strength of the parties, (ii) inducement was excepted in waiver of their rights, (iii) whether the customer had ought to have had knowledge of the clause

Answer 8

FIRST Directors require authority which they get from the passing of OR which is effective for up to 5 years - Shares issued only for cash are granted pre-emption rights - Shareholders have been notified in writing and it must be open for 21 days (you have 21 days to live) - private companies have the option to do disapply pre-emption rights by SR

Answer 9

Call meeting - director must call meeting within 21 days of members request Hold meeting - within 28 days of directors request OTHERWISE members can say it has to be held within 3 months of their initial request

Answer 10

OR with special notice of 28 days

Answer 11

14 days at least. Must be agreed by 90% generally (or 95% if demanded by AoA or if PUBLIC CO) 21 days

Answer 12

5% or 100 members holding an average of £100 of shares each

Answer 13

1) board meeting of directors giving declaration of solvency (can take max 5 weeks) 2) shareholders meeting - SR to place Co into liquidation but OR to appoint liquidation 3) no need for creditors meeting

Answer 14

1) board meeting --> no declaration of solvency (as insolvent) 2) shareholders meeting - SR to place Co into liquidation but OR to appoint liquidator 3) creditors meeting - provide 7 days notice, advertised in Gazette + 2 local newspapers with details of IP, location of where one can inspect list of creditors 4) hold meeting 14 days from notice, appoint liquidator of creditors choice and 5 reps to liquidation committee 5) liquidator convenes meeting 3m from commencement of wind up to report on transactions

Answer 15

The charge is void against any liquidator, administrator or creditor and the charge holder has the option of demanding immediate repayment

Answer 16

Yes! Shares of the public company are transferable on a recognised stock exchange if the company is listed.

Answer 17

Service contracts that last a minimum of 2 years or more

Answer 18

- Administrator can sell assets that are floating charges without charges consent - Sell assets subject to fixed charge with consent of the court

Answer 19

Ordinary resolution

Answer 20

ONLY DIRECTORS

Answer 21

Suspicion, rumour and hearsay is not sufficient

Answer 22

Civil liability and a fine | Note: imprisonment is extremely rare