BLW21/MT564

MODULE QUESTIONS

Study Period 1 2011

INTRODUCTION

It is only possible to cover a limited number of questions in each seminar. The questions are intended to reflect major principles where possible, but in some weeks it has been necessary, due to limited space, to omit questions on important issues.

MODULE ONE

QUESTION ONE

In order to properly work with this unit you need to become proficient in working with the Corporations Act (CA). To commence that process please locate the following references:

(a) “Auditors” in the index (b) The definition of “financial records” under CA s9 (c) CA s117 (d) CA s124 …show more content…

Required:

(a) Spears Ltd loses money under its agreement with Little Brother Pty Ltd and refuses to pay it a sum owing, arguing that it has no legal capacity to release films and that Little Brother legally would have known about its limitations from the Spears Ltd constitution.

Advise Little Brother Pty Ltd.

(b) Can the directors amend the constitution? What is the proper process? If the amendment is correctly passed, would the members have to pay for the additional shares? (c) Jackson White writes to Spears Ltd demanding his job back but is told he has no contract. He buys some shares in Spears Ltd and writes again, this time claiming he has a contract.

Advise Spears Ltd.

[Note: You do not have to consider whether the directors have breached their duties when answering this question.]

QUESTION FIVE

Rainbow Ltd is a company that manufactures and sells house paint. Bill Berger is the Sales Manager responsible for a team of sales representatives.

Last week one of the sales representatives was visiting a hardware store when they telephoned Bill to ask if Rainbow Ltd would pay the cost of taking the owner of the store to lunch. Bill gave his approval.

Later that afternoon another sales representative telephoned Bill to advise that he had learnt of a new chemical process that would reduce the cost of