1)In 2020, ABC Pty Ltd sold 51% of its shares to Small Lion Pty Ltd. In 2021, Small Lion Pty Ltd sold 51% of its shares to Big Red Dog Pty Ltd. In 2022, Big Red Dog Pty Ltd sold half its shares in Small Lion Pty Ltd to XYZ Pty Ltd. Which of the following is CORRECT?

a.

ABC Pty Ltd is a subsidiary of Small Lion Pty Ltd.

b.

ABC Pty Ltd is a subsidiary of Big Red Dog Pty Ltd.

c.

Big Red Dog Pty Ltd is a subsidiary of XYZ Pty Ltd.

d.

XYZ Pty Ltd is the ultimate holding company of ABC Pty Ltd, Small Lion Pty Ltd and Big Red Dog Pty Ltd. 2)What is the purpose of the contractual effect of section 140?

a.

To remove procedural and legislative barriers when a company wants to modify its internal rules.

b.

To protect directors from liability under the Corporations Act.

c.

To enable company directors to more smoothly facilitate day-to-day management of the company.

d.

Provide an avenue for the parties to the statutory contract to enforce compliance with a company's constitution and any replaceable rules that apply.

3)Which of the following is INCORRECT?

a.

A person must check the publicly available ASIC record to determine if the person they are dealing with from another company is, in fact, a person appointed with authority to represent that company.

b.

A person may not rely on the assumptions under s129 if they suspect that the assumptions were incorrect.

c.

A person may assume that anyone who is held out by another company to be an officer or agent of the company has been duly appointed to that position.

that anyone who is held out by the company to be anofficeror agent of the company:

(a) has been duly appointed

d.

A person may assume that officers and agents of a company they are dealing with are performing their duties to the company correctly.

4) Wacca Dacca Ltd is a company controlled by the members of the hard rock band, WC/DC. A number of wholly owned subsidiaries of Wacca Dacca Ltd are involved insetting up and running the band's concerts. One of the subsidiary companies, Heavy Metal Sounds Pty Ltd, is responsible for setting up the sound equipment at WC/DC concerts in Australia. At a recent WC/DC concert in Melbourne, Heavy Metal Sounds Pty Ltd negligently set the sound levels too high with the result that five audience members suffered permanent hearing loss. Unfortunately for those audience members, Heavy Metal Sounds Pty Ltd had no negligence insurance and cannot pay the likely damages claims.

Which of the following represents the best advice to the injured audience members?

a.

The directors of Heavy Metal Sounds Pty Ltd will be personally liable because they, not the company, are the source of the negligent act.

b.

Wacca Dacca Pty Ltd is liable for the damage caused by Heavy Metal Sounds Pty Ltd because the latter is the subsidiary of the former.

c.

Heavy Metal Sounds Pty Ltd will be solely liable for the damage they caused because it is a separate legal entity from Wacca Dacca Pty Ltd.

d.

The directors of Wacca Dacca Pty Ltd will be personally liable for the damaged caused by Heavy Metal Sounds Pty Ltd because they permitted Heavy Metal Sounds Pty Ltd to act negligently.

5)What must a promoter disclose to outsiders when acting in their capacity as a promoter in a pre-registration contractual negotiation?

a.

How long they intend on working for the company post-registration

b.

Their salary after the company has been registered.

c.

Their interests in the contracts with the company they are promoting.

d.

Whether they will become a company director when the company is registered.