Question 6 (a) Discuss the concepts that apply to sound corporate governance. (10 marks) (b) Explain, with reference to the Companies Act 1965, the law on fraudulent trading. (10 marks) (a) What is the legal principle established in the case of Salomon v Salomon \& Co Ltd? (4 marks) (b) State any TWO (2) advantages of an exempt private company. (10) (4 marks) (c) What is 'corporate governance' as defined by the Malaysian Code on Corporate Governance? (4 marks) (d) Briefly distinguish between an ordinary resolution and a special resolution. (4 marks) (e) What do you understand by 'money laundering'? (4 marks) (f) Briefly explain the liability of a member in a company limited by guarantee. (4 marks) (g) State any TWO (2) circumstances where a director can claim for compensation for loss of office. (4 marks) (h) Briefly explain the duties of a promoter. (4 marks) (i) What are the advantages of incorporating a company? (4 marks) (j) What do you understand by the concept of 'openness and honesty' in corporate governance? Question 3 (a) In 1995, the world's second oldest merchant bank, Barings Bank collapsed due to massive losses incurred by a single rogue trader who made fraudulent, unauthorised and speculative moves. The directors of the bank were disqualified for failing to supervise his activities. Examine the duty of care, skill and diligence of a director under the Companies Act 2016 in Malaysia. (8 marks) (b) Over the last few decades, the company secretary role has evolved into performing the function as the Chief Administrative Officer (CAO) which is the bread and butter for a company secretary as well as acting as "Board Advisor". Using appropriate examples, demonstrate the much broader role of the modern-day company secretary within the organisation. (12 marks) Question 2 (a) Ching Ling and May Ling decided to set up a company selling pastries. They seek your advice on the differences between a public company and a private company. Advise them. 10) mante (10 marks) (b) Discuss any FIVE (5) situations where there may be a statutory lifting of the veil of incorporation. (10 marks) [Total: 20 marks] (a) Discuss with reference to relevant cases the contractual effect of section 33(1) of the Companies Act 1965 (10 marks) (b) Jennifer, a director of ABC Berhad, would like to obtain a loan from the company for her daughter's education. Advise ABC Berhad on the validity of such a loan. (10 marks) [Total: 20 marks] Question 4 (a) Discuss in detail the procedure for the removal of a director of a public company. (10 marks) (b) The directors of Alpha Berhad plan to alter its name to Xeta Berhad. Discuss the requirements and procedures to do so. (10 marks) [Total: 20 marks] Question 5 (a) Soon Lee Sdn. Bhd.'s main object is to manufacture and sell baby food. The board of directors recently decided to expand the company's business to include making baby toys. Discuss the procedure for the alteration of its object clause. (10 marks) (b) Teck Lee Berhad is a public listed company. The directors plan to buy back the company shares. How may they do so? Discuss. (10 marks) [Total: 20 marks] (a) What are the concepts of sound corporate governance? Discuss. (13 marks) (b) Discuss the time limit for the registration of a charge and the consequences if the charge is not registered. (7 marks) 9. The general rule is wehen a company is incorporated a new legal person is born. The law will treat the company and its members as separate legal entities. However, in some circumstances, the law treats the company and its members as one legal entity. Discuss any THREE (3) situations when the court would lift the veil of incorporation by case law or any THREE (3) situations when the courts would lift the veil of incorporation by way of statute. (14 marks) 10. ACERA Bhd plans to issue more shares to the public. Advise ACERA Bhd. On the differences between ordinary shares and preference shares. (14 marks) (a) Illustrate how a priority is given to the charge holders in the circumstances below: (i) Two fixed charges are created on the same property and both are registered accordingly. (2 marks) (ii) Two floating charges are created on the same property but the charge created later is registered. (2 marks) (iii) A fixed charge and a floating charge are created on the same property but the fixed charge is unregistered. (2 marks) (iv) A fixed charge and a floating charge are created on the same property but the floating charge is registered and supported by a negative pledge clause. (2 marks) (v) Two fixed charges are created on the same property but both are not registered. (2 marks) (b) TNext Berhad intends to raise RM109 millions for future investment, partial repayment of bank borrowings and working capital. One of the directors proposes to undertake private placement. Briefly illustrate the various methods of capital raising and decide with the board of TNext Berhad whether private placement is the most appropriate avenue of fundraising. (10 marks) (a) Hans and Leo are the directors of HL Sdn. Bhd., a trading company. They decide to order RM1 million worth of goods on credit from Pacific Food Sdn. Bhd. Wendy, the purchasing officer informs Hans and Leo that the company is not in a position to repay Pacific Food Sdn. Bhd. should they execute the transaction. Hans and Leo tell Wendy that they have no intention to repay as the company is going into liquidation soon. (i) Explain the possible criminal behaviour that could have been committed by HL Sdn. Bhd. under Companies Act 2016. (5 marks) (ii) Explain whether Hans and Leo will be personally liable for the debt if HL Sdn. Bhd. executes the transaction with Pacific Food Sdn. Bhd. and goes into liquidation after that. (3 marks) (b) Using appropriate examples, illustrate the positive corporate social responsibility (CSR) initiatives by a company that can contribute to the community, the economy and the environment. (12 marks) Question 2 (a) Micky and Ricky decided to start a business making and selling ice cream. They seek your advice on a comparison between a partnership and a limited company. Discuss. (10 marks) (b) When a company is incorporated, a separate legal person is created. Discuss the instances where the veil of incorporation may be lifted under case law. (10 marks) [Total: 20 marks] Question 3 (a) The board of directors of Harmony Berhad plans to buy back the company's shares. Advise them on the necessary requirements in order for them to do so. (10 marks) (b) Olive, a company director, seeks your advice on the circumstances where she can obtain a loan from the company. Advise her. (10 marks) [Total: 20 marks] Question 4 (a) (i) The board of directors of Pahang Cycle Berhad, a company that makes and sells bicycle, has decided to venture into the motorcycle business. Discuss how this can be done. (4 marks) (ii) Nancy, a shareholder of the company is unhappy about this change of the company's business. What can she do to prevent the change of the company's business? (6 marks) (b) The board of directors of Fancy Cake Berhad wishes to alter the articles of the company. What are the requirements to enable them to do so? Discuss. (10 marks) [Total: 20 marks] Question 5 (a) Norman who dreams of becoming a company director seeks your advice on the circumstances where a person can be disqualified as a company director. Advise him. (10 marks) (b) Eugene has been appointed as an accountant of Deluxe Berhad. Discuss the ethical principles that he must uphold as a professional accountant. (10 marks) .1 Outline any FOUR (4) key features of a public company limited by guarantee. (4 marks) .2 Under the Companies Act 2016, explain how a public company amend its constitution. (4 marks) . 3 Discuss the implication of receiving a notice of registration by a newly-formed company. (4 marks) .4 Explain any TWO (2) provisions of Companies Act 2016 in which the corporation veil is removed to make company officers liable for misusing the veil. (4 marks) .5 Describe how a company seeks consent from preference shareholders to vary their rights. (4 marks) 6 In light of ReFG (Films) Ltd [1953] 1 WLR 483, explain how the court was prepared to remove the veil of incorporation. (4 marks) .7 Describe the differences between a 'pre-incorporation' and 'provisional' contract. (4 marks) 8 Explain the meaning of the term 'perpetual succession' to a body corporate. (4 marks) .9 Briefly explain the procedures to a prospective business owner who may want to form a company. (4 marks) 10 Outline any TWO (2) fiduciary duties owed by a promoter to the company which he is forming. (4 marks) (a) What are the differences between an ordinary resolution and a special resolution? (4 marks) (b) Who is a promoter? (4 marks) (c) What legal principle was established in the case of Solomon v Solomon \& Co Ltd? (4 marks) (d) State any FOUR (4) persons who can petition for a compulsory winding up of a company. (4 marks) (e) How does the Malaysian Code of Corporate Governance define 'corporate governance'? (4 marks) (f) Briefly explain any TWO (2) events that would result in the crystallisation of a floating charge. (4 marks) (g) Who are 'connected persons'? (8) (4 marks) (h) What do you understand by Kant's three categorical imperatives? (4 marks) (i) State any FOUR (4) clauses that must be found in a company's memorandum of association. (4 marks) (j) What is a 'company limited by guarantee'? (9) (4 marks)