Company Law

Question 1 (20 Marks) 1.1 With reference to legal authorities, discuss the failure of the ultra vires doctrine. (15 Marks) 1.2 Discuss how the introduction of special conditions" transformed the transparency and flexibility of a company's founding documents. (5 Marks) Question 2 (20 Marks) Read the following scenario then answer the subsequent question. 2.1 Thomas has been appointed as Auditor of ABC Ltd, a public company listed on the Namibian Stock Exchange (NSE). Thomas also signed an employment contract with the same company to balance its accounting books for the financial year of 2020-2021. However, Thomas's appointment is only known by the Company Secretary of the same company, one Mrs Anna Jones. Upon further scrutiny, it appeared that Thomas omitted to capture some transactions for April & June 2021, resulting in ABC Ltd holding Thomas liable for the loss due to his omission. Discuss the nature of Thomas's appointment at ABC Ltd, while referring to the relevant sections from the Company's Act 28 of 2004 as well as relevant legal authorities to that effect