Ten years ago, Con, a business graduate, started a business producing a local free paper. The costs of producing and delivery the paper were met by advertising. After one year of trading as a sole trader, Con bought a private limited company, Headline Ltd, 'off the shelf' and sold his business to the company for 1000. (The company raised the money by issuing 1000, 1 shares to Con). Con is the sole shareholder and the sole director. The company had been very successful and purchased its own premises six years ago. It did this with the aid of a loan of 200,000 from Con, who made sure the company granted him a fixed charge over its premises as security for the loan. But over the past year, due to the downturn in the economy, the business has lost many of its advertisers and has had trouble paying its suppliers and staff. Two months ago a paper supplier, who was owed 60,000 applied to the court to wind up the company. The court made a compulsory liquidation order and a Liquidator has been appointed. Commercial property prices have fallen and the company premises are now worth 180,000 and other assets are worth 40,000. The total amount of debts owed by the company to unsecured creditors is 300,000. Answer the following questions ensuring you give reasons and legal authority for your answer. a) Explain what is meant by purchasing a company 'off the shelf. What steps would Con have had to take if he wished to form a new company by registration? b) The unsecured creditors believe that Con and the Headlines Ltd are the same and their debts should be paid before debts due to Con. Advise the unsecured creditors whether they can require the liquidator to pay them in priority to Con. c) The liquidator of Headline Ltd. discovers that in the last few months of trading, Con had been diverting cash payments from customers into his personal bank account as repayment of the loan he had made to the company. Has Con breached any duties owed to the company and if so what can the liquidator do about it