Front Back What is the main common law remedy for the innocent party in the event of breach

of contract? Which is the most common remedy awarded for unfair dismissal? To be classed as an independent contractor much depends on three tests. What are they? What's the main difference between a term which is a condition and a term which is a warranty? What's an "onerous term" in a contract? What is "executory consideration"? In a company with 1,000 members, what is the MINIMUM number of members who must vote in favour in order to pass a special resolution, everyone votes and all members have the same number of votes? In a situation where the Court is faced with having to interpret statute, which rule will the Court look to first? The decision of a Court can be broken down into two elements. One element is binding on subsequent judges. Name the other (non-binding) element With reference to "intention" what is the normal attitude of the Court to a contract between husband and wife? What is "distinguishing" in the context of judicial precedence Which case illustrates that "Silence cannot be acceptance" Is summary dismissal ever justified? In a company which complies with the UK Corporate Governance Code, what is the minimum number of non-executive directors for a large public company? What sort of remedy is "quantum meruit"? When an employee is dismissed not for a statutory reason nor for a fair reason, this would be classified as what type of dismissal? What is the translation of "quantum meruit"? What case would you cite as an illustration of the principle that says "An offer can be made to the World at large" In tort, who are your legal neighbours? What is the effect, in an action alleging tort, of novus actus interveniens? "As a general rule, an advert is taken to be an offer capable of acceptance". Is that statement true? What's an innominate term?

Complete the following: " ***** will always be awarded if ***** is sufficient" If you are the defendant in a civil law court case, what title is given to the other party? "In a tort case the defence volenti non fit injuria merely requires knowledge of the risk". True Or false? What sort of remedy is "action of price"? The case Williams v Carwardine is a case involving an advert of a reward offered for information. This type of case is an exception to which principle? Which case established the principle that acts over and above an existing natural duty already owed are sufficient to merit the title "consideration"? There are three ways of incorporating a company. By "registration" and by "statute" are two. What is the third way? The case DHN v Tower Hamlets is a case illustrating which principle? "Participation in an unofficial industrial action is not an automatically fair reason for dismissal". Is that statement true? In a "contract of service" is the contracted person an employee or is he an independent contractor When an employee is dismissed in breach of contract and, as a result, they have suffered loss, this is classified as what type of dismissal? In a situation where the Court is faced with having to interpret statute, the Court will apply the Golden Rule if the application of the Literal Rule would lead to *****. What is *****? What doctrine in law is illustrated by the case Central London Property Trust v High Trees House? What principle is confirmed by the case Caparo v Dickman? What is summary dismissal? "The duty of care owed by accountants is greater when advising on take-overs than when auditing". Is this statement true? In a "contract for services" is the contracted person an employee or is he an independent contractor? What is the closest translation of "res ipsa loquitur"? What is the minimum number of directors required in a public company? What is "constructive dismissal"? What is being discussed in the sentence: "It must be sufficient but need not be adequate" There are three essential elements of a contract. Two of them are "agreement" and "consideration".

What's the third element? "Summary dismissal incurs the employer in no liability if ******" Complete the sentence What are exclusion clauses used for? In any answer to an exam question concerning damages, two cases are always mentioned. What are they? In the context of consideration, what characterises "executed consideration" How may terms be implied into a contract? What is anticipatory breach? "Overruling" an earlier decision means what "A director who has reached the age of 70 is disqualified from continuing to hold office as a director of a company" Is this statement true? Complete the following: "Past consideration is ********" Assault, battery and false imprisonment are all examples of which "wrong"? What principle did the case Chappell v Nestle establish? "To he who is willing, there can be no harm". How does that translate in the context of tort? What does the abbreviation "ltd" stand for? In tort, to whom does a person owe a duty of care? What is the meaning and effect of "ratio decidendi"? What word is used to describe what has happened to the original decision when a case goes to appeal and the appeal is won? What is the highest court in the English legal system? How would you briefly describe the defence of volenti non fit injuria? If an employee is a threat to national security, would their dismissal be classed as automatically fair? What principle could be described as "The cornerstone of English Law"? With reference to the doctrine of promissory estoppel, complete the following: "When a promise is given and acted upon, then **********" What does the case Mahon v Osborne illustrate? What is a "Mareva injunction"

The case Watteau v Fenwick illustrates what point in agency law?

"Special notice is required of an ordinary resolution in the event that an auditor is to be removed from office during their year of office" Is this statement true? Performance of an existing contractual duty is not sufficient to be classed as consideration for a different contract. Which case established that principle? Name the three divisions of the High Court Which remedy is the Court granting when the Court says (effectively!) "Just do it"? The "Boots case" illustrates what principle of law What sort of remedy is rescission? What is the minimum number of members required in a private company? What is the limit of a members liability in a company limited by shares? Is it possible that a partnership may be deemed by the Court to exist even though the two people involved have never spoken to each other? Is it necessary to know section numbers from statute for the F4 law examination Where a public company enters a trading contract before it has obtained a trading certificate, the contract is void. Is that statement true? Where a person has, historically, been allowed to act as though they were a Chief Executive Officer, the other directors would be ****** from denying that title. Complete the gap What sort of remedy is rectification? Is it always true that once a company has been incorporated it has a separate legal identity? What does the abbreviation llp stand for? Tort is an example of breach of contract Is this statement true? Is it true that an agency arrangement may be deemed by the Court to exist, even though the supposed principal and the supposed agent have never met nor know of each others existence Under the Limited Partnerships Act of 1907, the death of a limited partner does not bring about the end of the partnership Is this statement true?

Whats another word commonly used to express apparent as in apparent authority? One of the limited uses of the share premium account is to finance the issue of partly paid bonus shares to existing members. Is that statement true? ICC is the abbreviation for: The case Daimler v Continental Tyre and Rubber is a case illustrating which principle? Is there such a beast as an unlimited company? The acts of a partner done in the course of the firms business do not bind the firm. Only the individual partner is liable Is that statement true? In the definition of a contract, the word agreement can be divided into two distinct elements. What are those elements? What sort of remedy is damages? Is it necessary for a firm registered under the Limited Liability Partnerships Act 2000 to have an annual audit? The case R v Orr is a case illustrating which principle? The case Gilford Motor Company v Horne is a case illustrating which principle? There are three essential elements of a contract. Two of them are consideration and intention. Whats the third element? Complete the following: A partnership is the ***** which subsists between **** or more people ****** *** business in common with a view to ***** Is it always true that a company exists from the date which is shown on the certificate of incorporation? Is it true that death of the offeror has the effect that the offer is no longer capable of acceptance? In which two ways may a members liability be limited? In very rare cases the Courts are prepared to look to see who are the actual beneficial owners of a company. This is called Lifting *** **** Complete the sentence What does the abbreviation plc stand for? What sort of remedy is injunction? There are three ways of incorporating a company. By Royal charter and by statute are two. What is the third way? When a partner in a traditional partnership dies, the partnership is automatically ended. Is this statement always true?

What are liquidated damages? In some circumstances a principal may ratify the acts of an agent retrospectively. Is this statement true? There are three ways of incorporating a company. By Royal charter and by registration are two. What is the third way? In company law, when the Chief Executive Officer dies, the company ceases to exist until a replacement CEO is appointed. Is this statement true? Is a joint venture arrangement classed as a partnership? Is it always true that as soon as a company has been incorporated it may commence trading? Is it necessary to know the title of legislation / statute for the F4 law examination Where a person has, historically, been allowed to act as though they were a Chief Executive Officer, the other directors would be estopped from denying that title. Is this true? In a company with 1,000 members, what is the MINIMUM number of members who must vote in favour in order to pass a special resolution? The case Salomon v Salomon & Co Ltd confirmed conclusively a basic principle of company law. What was that principle? So far as auditors are concerned, which tort is (unfortunately) most likely to affect them? Insanity of a partner is an automatic ground for the dissolution of a partnership. Is this statement true? What sort of remedy is specific performance? What sort of remedy is rescission? A proxy appointed by a member of a company to represent the members wishes must be also a member of the company It this statement true? A person who is to be appointed as liquidator must hold a specific qualification. What is that qualification? A debenture may be secured by way of a fixed charge. What characterises a fixed charge as compared with a floating charge? If a persons name appears in a Register of Members, this indicates that they are a shareholder of the company Is this statement true? In the event that there are two similar charges on the same asset, the charge which is registered first has priority over the one registered second

Is this statement true? Is it reasonable for a director to claim that she could not be expected to promote the interests of the company? If pre-tax profit is $40,000, post-tax profit is $36,000, and there are 10,000 50 cent 6% preference shares in issue, how much is the preference share dividend for the year? What sort of resolution is required to alter the Articles? In a company with 1,000 members, what is the MINIMUM number of members who must vote in favour in order to pass a special resolution and all members vote?

Define promoter In a case where the plaintiff is referred to as R, who is R? (eg R v Clark) Where is the detail of quorum size specified? What sort of resolution is required to be passed by the members to put their company into liquidation? The duties owed by a promoter are collectively known as ***** duties Complete the sentence On a liquidation, the floating charge debenture holders are paid in priority to all others. Their claim floats to the top of those people who are owed by the company Is this statement true? What is meant by the expression passing off in the context of company law? A debenture may be secured by way of a floating charge. What characterises a floating charge as compared with a fixed charge? What does the word proxy mean in the expression present in person or by proxy? Called-up capital and paid-up capital are two ways of saying the same thing Is this statement true? Within how many days must a copy of a special resolution be filed with the Registrar of Companies after being passed at a general meeting of a company? In order that a company may reduce its share capital, it requires three authorities. What are they? A companys Register of Members must be kept at the companys registered office Is this statement always true? The date on the certificate of incorporation is ***** proof that that was the date the company was created. Complete the sentence A person who is to be appointed as administrator must hold a specific qualification.

What is that qualification? In an FTSE 350 company, for what period of time are directors appointed before they must seek re-election (if they wish to be re-elected!)? If a private company wishes to have a company secretary, the person appointed must be appropriately qualified Is this statement true? A preference share has that name because of its preferential entitlements over equity shares. One preference is that it shall receive its dividend before any equity dividend is paid. What is the other? At a general meeting of the company, the debenture holders votes are counted before those of the equity shareholders Is this statement true? What majority voting in favour is required to pass a special resolution? A public company must have an appropriately qualified company secretary Is this statement true? In order that a company may reduce its share capital it requires permission within the Articles and permission from the Court. It also needs a third authority. What is it? What is meant by the term Articles of Association of a company? What was the case when the Court granted a liquidation order on the grounds that there was deadlock on the board? A Register of Directors shall contain what information relating to the directors? A person who receives inside knowledge about a company from a director and who deals and makes a profit is guilty of the criminal offence of insider dealing Is this statement true? If a firm of auditors wishes to resign, or not seek re-election, they must deliver to the companys registered office a statement of circumstances Is this statement true? At the time someone becomes a member of a company, it is as though they have entered a contract with **** and with ****. Complete the sentence What sort of resolution is required if a company wishes to change the company name? A person becomes a member of a company when they have successfully bought shares in the company Is that statement true? Which type of liquidation requires the directors to prepare a declaration of solvency?

To be valid, a charge must be registered with the Registrar of Companies within how many days of its creation? There are two main grounds under which the Court may grant a liquidation order. What are they? The duty to act with reasonable skill and care is an example of what type of duty? What is a Special Manager? Is it possible for a member to have their liability increased even in a limited liability company? A person becomes a member of a company when their name appears in the Register of Members Is this statement true? Within how many months after incorporation must a private company hold its first annual general meeting? Where a private company wishes to appoint a company secretary, that appointee should, by law, be appropriately qualified Is this statement true? On a liquidation, all debenture holders are paid in priority to the members. Is this statement true? What matters must be disclosed in an Application for registration of a new company? Special notice is sometimes required for what type of resolution in a companys general meeting? If a promoter enters into a contract on behalf of company which has not yet received its certificate of incorporation, is the company liable or, in fact, is anyone liable? There is a limitation on the alterability of a companys articles. They may only be altered if the alteration can be shown to be for the ***** of the company as a *****. Complete the sentence For the purposes of the F4 examination, it is important to know the difference between loan stock and debentures. Is this statement true? An alteration to the Articles allowing a majority to acquire compulsorily the shares of a minority has been shown not to be for the benefit of the company as a whole. Is this statement true? What is a quorum? The constitution of a company is the combination of three elements. What are those elements? Is it true that the Court may, on application, direct that a public company be liquidated where the company has failed to obtain a trading certificate within 12 months of incorporation?

The entry to balance the cash received on the event of a rights issue of shares is to a combination of the share capital account and the share premium account Is this statement true? It is a requirement of the UK Corporate Governance Code that directors should be remunerated in part based on their performance Is this statement true? An annual general meeting requires a notice period of how many days? If you were given investment advice by a director to Get out of equities and invest in Government bonds, would that qualify as passing on unpublished price- sensitive information? In company law, what does the abbreviation CDDA mean? What are Neds? Directors should act with such degree of skill, care and diligence as could reasonably be expected from a person of that age, experience and qualification Is this statement true? In a private company, any resolution may be passed as a written resolution Is this statement true? To provide for the dividend payable on the 6% redeemable preference shares is one of the few allowable uses of the share premium account. Is this statement true? A public company must hold an annual general meeting every calendar year. What other type of general meeting may a public company hold? What, by statutory definition, is a shadow director? In the context of shares in a company, the expressions face value, par value and nominal value mean the same. Is this statement true? It is an offence for a person who is an insider to use inside knowledge about a company and avoid buying shares in the company where they fear the price of the companys shares will fall. Is this statement true? What constitutes unpublished price-sensitive information? Where the directors of a company always act upon the advice of their auditor, is it the case that the auditor would be classed as a shadow director? Whose responsibility is it to call / convene a general meeting of the members of a company? Money laundering is a three step process. What are they? At the first annual general meeting of a public company, what proportion of the directors must retire and (may) seek re-election

In a relatively recent case, the Court granted a compulsory liquidation order on the grounds that the company was a quasi-partnership What was that case? The entry to balance the cash received on the event of a bonus issue of shares is to a combination of the share capital account and the share premium account Is this statement true? Re German Date Coffee Company is a case where the Court granted a liquidation order. Why did the Court make that order? In order that a company may reduce its share capital it requires permission within the Articles and a special resolution. It also needs a third authority. What is it? Anybody may be appointed as the auditor of a private company Is this statement true? What is the essential and fundamental difference between a members voluntary liquidation and a creditors voluntary liquidation? What is the minimum number of members required in a public company? Is unpublished price-sensitive information which is greater than 6 months old really pricesensitive? An ordinary resolution requires what size of majority voting in favour? What is meant by the expression wrongful trading? To finance the issue of fully paid bonus shares to existing members is one of the few allowable uses of the share premium account. Is this statement true? Special notice is required of an ordinary resolution in the event that a director is to be removed from office Is this statement true? A company may only make distributions out of *** ***. *** *** are calculated as *** *** *** less *** *** *** Complete the sentences Whenever a company wishes to change auditors, they must pass an ordinary resolution with special notice Is this statement true? What is meant by fraudulent trading? A director who has reached the age of 70 is disqualified from continuing to hold office as a director of a private company Is this statement true? In a company which complies with the UK Corporate Governance Code, it is in compliance when the role of Chair and that of Chief Executive are held by the same person Is this statement true?

To write off preliminary and formation expenses is one of the few allowable uses of the share premium account. Is this statement true? Is it possible for the members of a private company to pass a written resolution to place their company into liquidation? There are three offences involved in the criminal offence of Money Laundering. What are the three offences?

There are two statutory capital undistributable reserves. What are they? In the case of A Large Company plc, how many members represent a quorum at a general meeting? If an insider in possession of unpublished price-sensitive information sells shares and avoids a loss but claims that the sale was to raise money to repay a private debt, is he guilty? A public company must hold its first annual general meeting no later than how many months after incorporation What happens if I fail properly to plan my answers in the exam? A special resolution requires how many days notice if it is to be validly passed? When a director is proposed to be removed from office, the director has the right to prepare written **** of ***** ***** Complete the sentence What sort of resolution is required to be passed by a company in the event that a director should be removed from office? The punishment for money laundering is a prison sentence of up to 14 years and / or a fine Is this statement true? How much time should I spend planning each answer in the F4 law examination? Where a company is in financial difficulties, there may be a way other than liquidation by which a company could be rescued. What is that process called? Where does the Official Receiver fit into company law on liquidations? Is it possible to hold an annual general meeting of a public company with only 2 days notice?

How is corporate governance defined? Insider dealing is a civil offence and is punishable by a fine Is this statement true? To what does the expression comply or explain refer within the UK Corporate Governance Code? There are two types of voluntary liquidation.

What are the two types? Full disclosure of interests in contracts and transactions of a company should be made by directors to a sub-committee of the board at the earliest opportunity Is this statement true? If a members voluntary liquidation is a voluntary action of the members, a creditors voluntary liquidation is a voluntary act of which group of people Is it allowable for a director who has recently declared herself to be bankrupt to continue in office as a director of a company? In company law what is the literal translation of ultra vires in the context of directors actions In every situation when a public company issues shares for an amount lower than their face value, the company shall first of all get the permission of the Court Is this statement true? It is the members right in a general meeting to determine the level of the auditors remuneration Is this statement true? Is it true that directors have a statutory duty to avoid a conflict of interest? To which body of people does a whistle-blower turn in the event that the whistle-blower has concerns over alleged breaches of regulation / internal controls? Where a private company chooses to appoint a company secretary, is it possible for the sole director also to be the company secretary?

Flashcard Set Preview

Side A 1 2 3 4 5 6 7 8 1 Insider dealing What is insider dealing? 1 Insider dealing What is the legislation relating to insider dealing? 1 Insider dealing The Criminal Justice Act 1993 sets out the three distinct offences... 1 Insider dealing What is definition of dealing? 1 Insider dealing S56 defines inside information as information which: 1 Insider dealing 1) When is someone considered to have insider information? 2)... 1 Insider dealing What is the consequence of insider dealing? 2 Money laundering What is money laundering?

9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

2 Money laundering What legislation covers money laundering? 2 Money laundering What are the three phases of money laundering? 2 Money laundering 1) The Laundering offence 2) Concealing/disguising 3)... 2 Money laundering What is failure to report? 2 Money laundering What is tipping off? 2 Money laundering 1) What is the maximum penalty for money laundering? 2) What is the... 3 Potential criminal activity in the operation, management and winding up of companies Failure... 3 Potential criminal activity in the operation, management and winding up of companies Providing... 3 Potential criminal activity in the operation, management and winding up of companies Business... 3 Potential criminal activity in the operation, management and winding up of companies Company... 3 Potential criminal activity in the operation, management and winding up of companies Phoenix... 3 Potential criminal activity in the operation, management and winding up of companies Before... 3 Potential criminal activity in the operation, management and winding up of companies What... 4 Transactions at an undervalue and preference What would a liquidator do for such transactions? 4 Transactions at an undervalue and preference What is an undervalue transaction? 4 Transactions at an undervalue and preference What is a preferance transaction? 5 Fraudulent and wrongful trading 1) What is fraudulent trading? 2) When can fraudulent... 5 Fraudulent and wrongful trading Dishonest intent- case law (2) 5 Fraudulent and wrongful trading Knowingly a party to the fraudulent trading.- Case... 5 Fraudulent and wrongful trading Consequences of fraudulent trading 6 Wrongful trading 1) When does wrongful trading occur? 2) Who does it apply to? 6 Wrongful trading What is the expectation of the director? 6 Wrongful trading What could the director be made liable for?Case law

32

6 Wrongful trading Consequences of wrongful trading.

Damages Compensation, because in most cases the working relationship would have been irrevocably damaged * control test * integration test * economic reality test A condition, when breached, means the contract can be treated as ended. A breach of warranty, means the contract still exists It's a term which involves one party in an unfair position in the event of breach It's consideration which is still to be delivered 750 members must vote in favour The Literal Rule Obiter Dicta The Court will presume that there is NO intention to create legal relations Where, in a later case, a court distinguishes the facts of the current case from those of an earlier case in the situation that that earlier case decision would have been binding Felthouse v Bindley ( uncle, nephew and horse ) Yes, in cases of serious breach of contract by the employee The minimum number of non-executive directors for a large UK public company complying with the UK Corporate Governance Code is "at least as many non-executives as executive and ideally not less than 3 Quantum meruit is a common law remedy Unfair dismissal "For as much as it's worth" Carlill v Carbolic Smokeball Company Your legal neighbours are those people who are so directly affected by your acts that you should have had them in mind as likely to be affected when you committed those acts It is likely that the action would fail - the loss suffered was not entirely due to the original acts - something new intervened No, as a general rule, an advert is taken to be an invitation to treat. It's a term which could be a condition or it could be a warranty. But we don't know until it's broken

Damages will always be awarded if damages is sufficien The plaintiff It's false. For the defence to be successful it's necessary to show that the injured party was a willing participant in the risky activity Action for price is a common law remedy A reward case is an exception to the general principle that an advert is an invitation to treat and not an offer . Ward v Byham By Royal charter In a situation where the strict application of the concept of the veil of incorporation would lead to an injustice, the Court is prepared to lift the veil No, participation in an unofficial industrial action IS an automatically fair reason for dismissal the contracted person is an employee Wrongful dismissal

An absurdity

The doctrine of promissory estoppel A duty of care is owed to one's neighbours Summary dismissal is where an employer dismisses an employee without giving any notice It's true as illustrated by the case Morgan Crucible v Hill Samuel Bank The contracted person is an independent contractor "The thing speaks for itself" 2 is the minimum number of directors required in a public company Constructive dismissal is where an employer changes the terms of employment of an employee to such a degree that the employee feels that they cannot continue in employment Consideration - must be sufficient to merit the title "consideration" ie it must have some value Intention

Intention A Summary dismissal incurs the employer in no liability if the employee has committed a serious breach of contract" They are an attempt to restrict or completely eliminate one party's liability for breach of contract Hadley v Baxendale (remoteness) and Victoria Laundry v Newman Industries (measurement) Where consideration is paid at the same time that the goods are delivered By statute, by the Courts or by custom Anticipatory breach is where one party gives notice in advance that they will not go ahead with the contract A higher court disagrees with a lower court's decision. It does not alter the earlier decision. It simply deprives it of its authority No, a director who has reached the age of 70 may continue to serve as a director of a company but, in the case of a public company, the director must seek re-election every year Past consideration is no consideration All three are examples of tort Consideration must have some value Volenti non fit injuria "ltd" is the abbreviation for "limited" and indicates that the company is a private company A person owes a duty of care to one's legal neighbours It means "the rationale for the decision" and the effect is that it is binding on subsequent judges hearing similar cases in courts of same standing or inferior courts Reversing The Supreme Court To he who is willing there can be no harm Yes The principle of "Stare Decisis" or "judicial precedence" When a promise is given and acted upon, then "the promissor cannot subsequently go back on that promise to the detriment of the promissee" A surgeon who leaves equipment inside the body of a patient is liable in negligence (res ipsa loquitur) unless they can prove non-negligence Mareva injunction is a freezing order applied to the assets of a suspected wrong-doer

The principle of apparent authority. Plaintiff, Watteau, sold goods to a pub manager, Humble, under the belief that Humble was actually the pub owner. Plaintiff learned that Defendant, Fenwick, was the actual owner and sought to collect from Defendant for the unpaid balance of goods purchased by Humble. Held. Defendant is liable for damages. Humble was acting with an authority that was inherently reasonable for an agent in that position. The situation is analogous to a partnership wherein one partner is silent but is still liable for actions of the partnership as a whole. Yes, special notice is required of an ordinary resolution to remove an auditor from office during their year of office Stilk v Myrick

Queen's Bench Division, Chancery Division and Family Division A Specific performance That goods on a supermarket shelf are invitations to treat and are not therefore offers capable of acceptance Rescission is an equitable remedy 1 is the minimum number of members required in a private company A members liability in a company limited by shares is limited to the amount, if any, as yet unpaid on shares held by the member Yes, the Court may deem that a partnership by conduct exists where two people carry on a business in common and satisfy the definition of a partnership NO, it is NOT necessary to know section numbers from statute for the F4 law examination No, it is not true. An innocent third party can enforce the contract against the company

estopped

Rectification is an equitable remedy Yes, it is always true llp is the abbreviation for limited liability partnership Its false tort is NOT a breach of contract Yes, for example where a person acts and is deemed to be an agent of necessity Yes. Neither notice, death nor bankruptcy of the limited partner has the effect of dissolving the partnership.

Ostensible No. One of the uses is to finance the issue of FULLY PAID bonus shares to existing members International Criminal Court or International Chamber of Commerce In a situation where the strict application of the concept of the veil of incorporation would lead to an injustice, the Court is prepared to lift the veil Yes but Heaven knows why! No. The acts of a partner done in the course of the firms business bind the firm and the partners Offer and acceptance Damages is a common law remedy Yes, its part of the price payable for the benefit of limited liability In a situation where the strict application of the concept of the veil of incorporation would lead to an injustice, the Court is prepared to lift the veil In a situation where the strict application of the concept of the veil of incorporation would lead to an injustice, the Court is prepared to lift the veil Agreement A partnership is the relationship which subsists between two or more people carrying on business in common with a view to profit Yes, the date on the certificate is conclusive proof that the company exists from that date Jubilee Cotton Mills v Lewes No! If the offer does not involve the personality of the offeror, then its the notification of the death which makes the offer no longer capable of acceptance (not the death itself) By guarantee and by shares Lifting the veil plc is the abbreviation for public limited company Injunction is an equitable remedy By registration Yes, it is always true. The surviving partners can start a new partnership with immediate effect but the original partnership ceases on the death of a partner.

Liquidated damages are a genuine pre-contractual estimate of damages which would be suffered in the event of a breach and the amount is written as a term of the contract Yes, it is true

By statute

No! Yes, a joint venture is defined as a partnership formed for a specific purpose, course of trade or voyage No. Following incorporation, a public company must obtain a trading certificate before it may commence trading NO, it is NOT necessary to know the titles of statute for the F4 law examination

Yes, it is true

No! Just one! I didnt say that everyone voted! The concept that a company is a separate legal entity, distinct from its owners and from those who manage its affairs The tort of negligence No. Insanity as a ground for dissolution is a matter for the Court to decide. Its not automatic Specific performance is an equitable remedy Rescission is an equitable remedy No, it is not necessary that a proxy be a member of the company A person who is to be appointed as liquidator must be a qualified insolvency practitioner A fixed charge attaches to an individual asset whereby the borrower is not able freely to deal with that asset No, if a persons name appears in a Register of Members, this indicates that they are a member of the company, but not necessarily a shareholde No, the statement is not true. The one with priority is the charge which was created first, not necessarily the one which was registered first

No, the statement is not true. The one with priority is the charge which was created first, not necessarily the one which was registered first No, it is a statutory duty of directors to promote the interests of the company $300 ie 6% * 10,000 * .50 A special resolution is required to effect an alteration to the Articles of a company No! Just one! I didnt say that everyone had the same number of votes!

A promoter is one who undertakes to form a company with reference to a given project and to set it going and who takes the necessary steps to accomplish that purpose R is the Monarch of the United Kingdom The detail of quorum size is specified in a companys Articles A special resolution requiring a 75% majority voting in favour The duties owed by a promoter are collectively known as fiduciary duties

No, on a liquidation, the FIXED charge debenture holders are paid in priority to all others.

passing off is where a company is established with a name similar to an existing company name and in a similar business such that confusion is likely to result. A floating charge does not attach to an individual asset but rather to a class of assets including current assets. The borrower is able freely to deal with the assets subject to the A proxy is appointed by a member to represent the member at a general meeting where the member is unable to attend No, called-up capital and paid-up capital are not the same thing

Within 15 days In order that a company may reduce its share capital, it requires permission within the Articles, a special resolution and permission of the Court No, not true. A company may keep its register of members at the offices of the companys registrars The date on the certificate of incorporation is conclusive proof that that was the date the company was created A person who is to be appointed as administrator must be a qualified insolvency practitioner

A person who is to be appointed as administrator must be a qualified insolvency practitioner In an FTSE 350 company, all directors must retire each year and seek re-election (if they wish to be re-elected) No, it is not true, no qualifications are necessary for a person to be appointed as a private company secretary

In the event of a liquidation, preference shareholders shall be repaid their capital, in full, before the equity shareholders receive a single cent in repayment of their capital

No, this is not true. At a general meeting of the company, the debenture holders have no votes they are creditors, not members A majority of not less than 75% of votes in favour is required to pass a special resolution

Yes, a public company must have an appropriately qualified company secretary In order that a company may reduce its share capital, it requires not only permission within the Articles and permission of the Court. It also requires a special resolution to be passed The Articles of Association consist of the internal rules that relate to the management and administration of the company The case when the Court granted a liquidation order on the grounds that there was deadlock on the board was re Yenidji Tobacco Present and former names, address (ideally home address), nationality, business occupation, date of birth It is true if the person knew (or should have known) that the informer was an insider. If they didnt know (or suspect) , then the person is not guilty of the offence No. If a firm of auditors wishes to resign, or not seek re-election, they must deliver to the companys registered office either a statement of circumstances or a statement of no circumstances At the time someone becomes a member of a company, it is as though they have entered a contract with the company and with all the other members individually" A special resolution is required if a company wishes to change the company name No, a person becomes a member of a company when their name appears in the Register of Members

A members voluntary liquidation requires the directors to prepare a declaration of solvency

To be valid, a charge must be registered with the Registrar of Companies within 21 days of its creation The Court may grant a liquidation order: * on the grounds that it would be just and equitable * on the grounds that the company is unable to pay its debts as they fall due The duty to act with reasonable skill and care is an example of a fiduciary duty Special Manager is a person appointed on application to the Court by the Official Receiver to take control of the companys property during the liquidation process Yes, in a number of situations including if they give their written consent. Yes, a person becomes a member of a company when their name appears in the Register of Members It is not a statutory requirement that private companies should have an annual general meeting No, where a private company wishes to appoint a company secretary, it is not statutorily necessary that that appointee should have any qualifications. It could be your grandmother! Yes, on a liquidation, all debenture holders are paid in priority to all the members Proposed name, country of domicile of registered office, liability of members, company status (plc or ltd) , postal address of registered office An ordinary resolution sometimes requires special notice The promoter is liable personally the company doesnt exist and therefore has no liability They may only be altered if the alteration can be shown to be for the benefit of the company as a whole No, it is NOT necessary to be able to differentiate between loan stock and debentures in the F4 examination Yes, as illustrated by the case Dafen Tinplate v Llanelli Steel A quorum is the minimum number of members necessary to be present at a general meeting of a company if resolutions are to be validly passed The articles of association, resolutions which affect the articles and any agreements which affect the articles Yes, it is true. Its one of the six grounds for which the Court may make that compulsory liquidation order

Yes, the share capital account will be credited with the nominal value of the new issue and the share premium account with the excess proceeds over nominal value

Yes, it is a requirement of the UK Corporate Governance Code that part of the directors remuneration should be performance related An annual general meeting requires a notice period of 14 days No, to be an offence, the information needs to be specific and not just general investment advice In company law, the abbreviation CDDA stands for the Company Directors Disqualification Act Non-executive directors Yes, directors should act with such degree of skill, care and diligence as could reasonably be expected from a person of that age, experience and qualification No, a resolution to remove a director or an auditor cannot be passed as a written resolution but any other resolution may be. No, the statement is not true. Providing the finance for a dividend is NOT an allowable use of the share premium account A public company MAY hold general meetings which are not annual general meetings. These are called other general meetings A shadow director is defined as a person in accordance with whose instructions the directors are accustomed to act

Yes, face value, par value and nominal value do have the same meaning

No, the offence of insider dealing refers to deals. It does not refer to non-dealing Unpublished price-sensitive information is information about a company which is not in the public domain but which, when published, is likely to have a material affect on the market price of the companys securities No, a person acting in a professional capacity (auditor, legal advisor, banker) shall not be classed as a shadow director It is the directors responsibility to call / convene a general meeting of the members of a company, but they normally delegate that duty to the company secretary * Placement * Integration * Layering At the first annual general meeting of a public company, all the directors must retire and (may) seek re-election

The case where the Court determined that the company was a quasi-partnership was Ebrahimi v Westbourne Galleries No, it is not true! There is no cash received on the event of a bonus issue! The Court made the order on the grounds that it was just and equitable the sub-stratum of the company no longer existed

In order that a company may reduce its share capital it requires permission within the Articles, a special resolution and also permission of the Court No, if a private company wishes to have an auditor, that appointee shall be appropriately qualified In one word, SOLVENCY 1 is the minimum number of members required in a public company Is unpublished price-sensitive information which is greater than 6 months old really pricesensitive? A simple majority ie one more vote in favour than votes agains Wrongful trading is when directors allow the company to continue trading without there being a realistic prospect that it will be able to avoid an insolvent liquidation in the foreseeable future Yes, to finance the issue of fully paid bonus shares to existing members is one of the few allowable uses of the share premium account. Yes, special notice is required of an ordinary resolution to remove a director from office A company may only make distributions out of distributable profits. Distributable profits are calculated as accumulated realised profits less accumulated realised losses

Yes, in every circumstance when a company wishes to change auditors the company must pass an ordinary resolution with special notice Fraudulent trading involves establishing a company with the intention of defrauding creditors No, there is no upper age limit applied to directors of private companies

No, the UK Corporate Governance Code requires that the roles of Chair and Chief Executive be split between two individuals of comparably equal strength and charisma

Yes, to write off preliminary and formation expenses is one of the few allowable uses of the share premium account. Yes, provided a majority of 75% vote in favour, a private company can be put into liquidation by passing a written resolution The three offences in money laundering are: * laundering * failure to report * tipping off The Share Premium Account and the Capital Redemption Reserve Its whatever it says in the Articles Probably not, if he can persuade the Court that the sale was for reasons other than the avoidance of a loss A public company must hold its first annual general meeting no later than 6 months after its first year end ie a maximum of 18 months after incorporation My answers will be disjointed and lack professionalism A special resolution requires 14 days notice if it is to be validly passed When a director is proposed to be removed from office, the director has the right to prepare written representations of reasonable length and not defamatory in nature An ordinary resolution Yes, the punishment for money laundering is a prison sentence of up to 14 years and / or a fine Six and a half minutes to try and think of 10 correct, relevant, markable points A way other than liquidation by which a company could be rescued is called an Administration The Official Receiver will be appointed by the Court as Provisional Liquidator in the event of the Court granting a compulsory liquidation order Yes, it is possible to hold an annual general meeting of a public company with only 2 days notice provided short notice has been approved by the holders of 100% of the votes

Corporate governance is a system whereby companies are directed and controlled No, insider dealing is a criminal offence and is punishable by a term in prison and / or fine The expression comply or explain refers to public quoted companies which must state within the financial statements that they have complied with the Code or, if not, why not. A members voluntary liquidation and a creditors voluntary liquidation

A members voluntary liquidation and a creditors voluntary liquidation No, full disclosure of interests in contracts and transactions of a company should be made by directors to the full board. It is not enough to disclose only to a sub-committee The members! Its called a creditors voluntary liquidation because the creditors are not likely going to be paid their debts in full No, it is not allowable for a director who has recently declared herself to be bankrupt to continue in office as a director of a company Ultra vires literally translates as beyond the powers No! In no situation is a public company allowed to issue shares for an amount less than their face value Yes, but it is normal that the members will authorise the board to negotiate the level of the auditors remuneration Yes, it is true that directors have a statutory duty to avoid a conflict of interest A whistle-blower would refer their concerns over alleged breaches of regulation / internal controls to the Audit Committee No, where a private company chooses to appoint a company secretary, it is not possible for the sole director also to be the company secretary

Side B 1 Insider dealing The value of a share reflects the profitability and future prospects... 1 Insider dealing Insider dealing is a crime under part V of the Criminal Justice Act... 1 Insider dealing An individual will be guilty of insider dealing if they have information... 1 Insider dealing Dealing is defined in s55 as acquiring or disposing of securities,... 1 Insider dealing 1) relates to particular securities or to a particular issuer of securities 2)... 1 Insider dealing 1) S57 states that a person has information as an insider only if they... 1 Insider dealing On summary conviction an individual found guilty of insider dealing... 2 Money laundering Money laundering is the process by which the proceeds of crime are...

2 Money laundering Money laundering is primarily regulated by the Proceeds of Crime... 2 Money laundering 1) Placement the initial disposal of the proceeds of criminal activity... 2 Money laundering 1) It is an offence to conceal, disguise, convert, transfer, or remove... 2 Money laundering Under s330 individuals carrying on a relevant business may... 2 Money laundering Section 333 states that it is an offence to make a disclosure likely... 2 Money laundering 1) The maximum penalty for the s327 offence of money laundering is 14 years... 3 Potential criminal activity in the operation, management and winding up of companies Failure... 3 Potential criminal activity in the operation, management and winding up of companies Under... 3 Potential criminal activity in the operation, management and winding up of companies It... 3 Potential criminal activity in the operation, management and winding up of companies Under... 3 Potential criminal activity in the operation, management and winding up of companies S216... 3 Potential criminal activity in the operation, management and winding up of companies -... 3 Potential criminal activity in the operation, management and winding up of companies The... 4 Transactions at an undervalue and preference A liquidator may apply to the court to... 4 Transactions at an undervalue and preference A company enters into a transaction at... 4 Transactions at an undervalue and preference A company gives a preference if it does... 5 Fraudulent and wrongful trading 1) Fraudulent trading occurs where the companys... 5 Fraudulent and wrongful trading It is necessary to establish dishonest intent. In Re... 5 Fraudulent and wrongful trading In Re Maidstone Buildings (1971) it was established... 5 Fraudulent and wrongful trading The court can order the individual to contribute to... 6 Wrongful trading 1) Wrongful trading occurs where on a winding-up it appears to the... 6 Wrongful trading The director is expected to reach those conclusions and take such steps... 6 Wrongful trading The director could be made liable for those actions he should have...

6 Wrongful trading - a liquidator may apply to the court for an order that the director...