Question 1 David and Ernest currently run a successful marketing consultancy business as a limited liability partnership. They provide a wide range of marketing and sales consulting services to clients across various industries. David and Ernest now wish to reorganise the business and to incorporate the business as a private limited company instead. At the same time, they wish to take this opportunity to bring in a long-time mutual friend, Frankie, who had previously been working informally with them. The trio intend to name the company as \"Modern Consulting Pte Ltd\" (MCPL). All three intend to be directors of MCPL upon incorporation and to run and manage the proposed company together. David, Ernest and Frankie will hold 50%, 35% and 15% of the company's shares, respectively. They will be investing their capital in MCPL on the understanding that business prots will be re-invested for the expansion of the company and growth. This will mean that dividends are unlikely but that each will earn his living by working for the company as a director. As the trio have been good friends since their university days, they feel there is no need to have a separate shareholders' agreement as they can go into business together based on a relationship of mutual trust and confidence. The trio wish to minimise the hassle of paperwork arising from the setting up of MCPL and will adopt the model constitution as annexed in the First Schedule of the Companies (Model Constitutions) Regulations 2015. As Frankie will hold a relatively small amount of shareholding in MCPL, he wishes to protect his interests and ensure that he will be treated fairly. He also wants to better understand what to expect in this business relationship that he is entering. Frankie has come to you for advice. (a) Dene a limited liability partnership and a private limited company. Discuss how a private limited company differs from a limited liability partnership, in terms of the extent to which shareholders/partners' liability for the debts of the business will be limited; the right to be involved in the management of the business; and the audit and annual ling requirements to which the business would be subject. (50 marks) (b) Explain the right to fair treatment and whether Frankie can successfully apply for an oppression remedy if David and Ernest were to subsequently fall out with him and pass a resolution at a shareholders' meeting to remove him from the board of directors of MCPL. (35 marks) (c) Outline the other shareholders' rights that Frankie may have. (15 marks) Cite relevant statutory provisions and/or case law to support your