1.(a) A, B and C are the three shareholders of Bigboss Sdn. Bhd. A and B who hold more than 80% of the issued shares of the company, wanted to purchase C's shares. However, C had refused to sell his shares to A and B. As C refused, A and B incorporated another company, which is called Badboss Holdings Sdn. Bhd. Badboss Holdings Sdn. Bhd. then offered to buy all the shares in Bigboss Sdn. Bhd. from A, B and C. A & B accepted. Badboss Holdings Sdn. Bhd. then exercised its legal rights to compulsorily take over the company and compelled C to sell

his shares to the company. Advise C whether he could apply to the Court to disallow the takeover bid.

(b) Incorporation is the legal process used to form a corporate entity or company. A corporation is the resulting legal entity that separates the firm's assets and incomes from its owners and investors. Explain the consequences of incorporation and support your answer with a case law or statutory provision.

(2) (a) Corporate governance is the interaction between various participants such as the shareholders, Board of Directors as well as the company management in ensuring the company's performance and the way it is proceeding towards. Explain how good corporate governance can play its role in preventing a corporate scandal and illustrate your answer with reference to any corporate scandal in Malaysia or any other parts of the world.

(b) Discuss the characteristics of the teleological and deontological approaches to ethical decision making. Support your answer with relevant examples.

(3) Syarikat Spend Bhd. is in need of capital. The directors have approached various banks that are willing to give long term loans to the company. The loans will be repaid within 15 years. Advise the directors on the types of charges that may be created on the following assets in return for

the loans from the banks.

(i) A piece of land in Bangsar worth RM1.8 million.

(ii) Several tons of printed papers, computer prints and newsprints.

(iii) A printing machine, which is used for the company's printing business. This machine is on lease from Bosalana Finance Bhd.

(iv) Several computers and fax machines which were bought on credit from Leng Eng Sdn. Bhd.