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= The articles of association (AA) of ABC Co. Ltd. (a private company incorporated in Hong Kong, abbreviated below as the Company'), provided, among its

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The articles of association ("AA") of ABC Co. Ltd. (a private company incorporated in Hong Kong, abbreviated below as "the Company'), provided, among its other articles in the AA, that: The rest of the articles in the AA apart from the mandatory articles, adopts the model articles in Schedule 2 of Cap 622H by implication. Chan Tai Man ("Chan") and Wong Siu Man ("Wong) hold 51% and 15% of the ordinary shares of the Company respectively. The rest of the shares of the Company are held by other shareholders and none of them holds more than 1% of the issued shares individually. Wong is a close friend of Hung Hei Goon ("Hung) and is the son of Ip Man ("Ip"), Hung and Ip being the only 2 directors of the Company. Wong never gets along with Chan. Hung and Ip resolve in the board meeting that the Company shall issue new shares and that such shares shall be allotted to Wong only. As a result, the anticipated proportion of shares between Chan and Wong shall become 35% and 51%. Chan overhears that and worries he will lose control of the Company. Hung and Ip also propose to raise their remunerations to HKS2 million each. Chan thinks that this is too much. Hung and Ip also claim their rental expenses of their residential premises, their children's school fees, their lunch and dinner expenses and their plane ticket expenses when they travelled to Paris on their last holiday trip. Chan also thinks that they are abusing the Company and wishes to alter Article 15 to allow directors to claim such expenses upon being previously approved by the general meeting. Peter, a stationary supplier, supplies goods to the Company for the first time and his bills (for the amount of HK$1 million) have been outstanding for 18 months. His normal credit term is 3 months. He does not realize that the board does not have the power to enter into the transaction with him. Required: Advise: (a)Chan as to what alternatives he has AND the pros and cons of such alternatives in relation to the issues he has concerns in the case study. (You should not mention the majority rule and the rules on protection of minority.); and (b)Peter as to what alternatives he has AND the pros and cons of such alternatives. The articles of association ("AA") of ABC Co. Ltd. (a private company incorporated in Hong Kong, abbreviated below as "the Company'), provided, among its other articles in the AA, that: The rest of the articles in the AA apart from the mandatory articles, adopts the model articles in Schedule 2 of Cap 622H by implication. Chan Tai Man ("Chan") and Wong Siu Man ("Wong) hold 51% and 15% of the ordinary shares of the Company respectively. The rest of the shares of the Company are held by other shareholders and none of them holds more than 1% of the issued shares individually. Wong is a close friend of Hung Hei Goon ("Hung) and is the son of Ip Man ("Ip"), Hung and Ip being the only 2 directors of the Company. Wong never gets along with Chan. Hung and Ip resolve in the board meeting that the Company shall issue new shares and that such shares shall be allotted to Wong only. As a result, the anticipated proportion of shares between Chan and Wong shall become 35% and 51%. Chan overhears that and worries he will lose control of the Company. Hung and Ip also propose to raise their remunerations to HKS2 million each. Chan thinks that this is too much. Hung and Ip also claim their rental expenses of their residential premises, their children's school fees, their lunch and dinner expenses and their plane ticket expenses when they travelled to Paris on their last holiday trip. Chan also thinks that they are abusing the Company and wishes to alter Article 15 to allow directors to claim such expenses upon being previously approved by the general meeting. Peter, a stationary supplier, supplies goods to the Company for the first time and his bills (for the amount of HK$1 million) have been outstanding for 18 months. His normal credit term is 3 months. He does not realize that the board does not have the power to enter into the transaction with him. Required: Advise: (a)Chan as to what alternatives he has AND the pros and cons of such alternatives in relation to the issues he has concerns in the case study. (You should not mention the majority rule and the rules on protection of minority.); and (b)Peter as to what alternatives he has AND the pros and cons of such alternatives

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