Sei sulla pagina 1di 24

TASMANIAN SCHOOL OF

BUSINESS AND
ECONOMICS

BFA726 Corporate Law and


Regulation
Week 13 Workshop 13
Corporate Law Problem Solving
Revision and Exam Comment

BFA726 Corporate Law &


Regulation
1. Corporate law problem
solving
2. Simones availability
3. Exam structure
4. Exam topics
5. Exam and study tips
6. Your legislation

CRICOS Provider Code: 00586B

BFA726 Lecture 13 2015

1. Legal Problem Solving What should you do?

You need to:


Identify understand the
facts
identify the parties
identify the legal issues
Identify the relevant: Common law rules;
Sections in the
Corporations Act
The supporting case
law

BFA726 Lecture 13 2015

understand how the


common law rules,
legislation or case law
or law provides
support/ clarification
and then apply it to
the facts you have
provide advice in a
conclusion
offer some suggestion
of chance of success
and likely remedy
3

1. BFA726 Problem Solving


Question 1

Facts: Fern, Feb and Mary are friends. All have worked in
the superannuation industry for over 35 years. They are
considering setting up a company but are confused about
the different ways a company can enter into a contract and
where wondering if all three of them will have to sign
every contract or what is the most normal way for
companies to enter into contracts with outsiders.
Required: Fern, Feb and Mary have approached you
provide brief advice on the two different ways a company
may enter into a written contract. Where you can refer to
legislation and case law to illustrate.
Illustrate your answer by reference to relevant legal principles,
cases and, where appropriate, statutory provisions of the
Corporations Act 2001 (Cth).
BFA726 Lecture 13 2015

1. BFA726 - Question 1

Answer:

..

BFA726 Lecture 13 2015

1. BFA726 Problem Solving


Question 2

Facts: John is a non-executive director of BBB Ltd and holds 15% of


the shares in the company. 80% of shares are owned by Graham.
Graham is also the managing director. Recently at a board meeting
Graham and John had a disagreement and Graham informs John
that he is no longer welcome to attend any board meetings and that
he is currently writing a resolution for consideration at the next board
meeting that the company buy back all of Johns shares at $5 per
share. John paid $15 per share for his shares 12 months ago.
Required: Prepare a report to assist John on: What are the statutory remedies he has as a minority member?
What are the general law remedies he has as a minority
member?
What advantages do statutory remedies have over the general
law remedies for minority members?
Where you can refer to legislation and case law to illustrate.
BFA726 Lecture 13 2015

1. BFA726 Question 2

Answer:

.
....
BFA726 Lecture 13 2015

1. BFA726 Question 3
Spec Pty Ltd (Spec) is a property development company. It owns parcels of rural
and semi-rural land in Victoria. Bill owns 80% of the shares in Spec and controls
the composition of its board. Last year the company made a small trading loss,
but it owns a large area of land with a frontage to the Gold Coast which is valued
in the company's balance sheet at $10 million but which is expected to be worth
at least $25 million when it is developed as a golf course resort.
Bill needs cash for another project in which he is involved. He wants the board to
revalue the land at $25 million and then to distribute the $15 million excess to
the shareholders in the form of a dividend.
Advise the directors of Spec:
a) Whether they can comply with Bill's wishes without breaching
the
Corporations Act 2001 (Cth);
b) What guidelines should they follow in making their decision?
Illustrate your answer by reference to relevant legal principles, cases and, where
appropriate, statutory provisions of the Corporations Act 2001 (Cth).
BFA726 Lecture 13 2015

1. BFA726 Question 3

Answer:

9
BFA726 Lecture 13 2015
.

1. BFA726 Question 4
Facts: John and James wish to set up a company
to run a new retail business in Hobart. John is a
qualified lawyer and has a Masters in Professional
Accounting. James has no formal qualifications
but has worked in the retail industry for 20 years
So that both fully understand the duties of
directors imposed by both the Corporations Act
and by the common law (including of course the
fiduciary duties of directors) please provide a short
report on the directors duties and how appropriate
disclosure and the business judgment rule does
provide some protection to directors, but in some
circumstances.
Illustrate your answer by reference to relevant
legal principles, cases and, where appropriate,
statutory provisions of the Corporations Act 2001
(Cth).
10

BFA726 Lecture 13 2015

1. BFA726 Question 4

Answer:

..
BFA726 Lecture 13 2015

11

1. BFA726 - Question 5

You are a registered insolvency practitioner and have been asked to prepare a
brief report on :-

What is meant by the term risk of insolvent trading?


What are options that may be available for a company facing financial
difficulty?
Should a director of a company take funds from a company bank
account for arrears of salary or sell a company asset to a friend, 3
months before a company is placed into liquation (following an
application to a court by an unsecured creditor) what are those two
types of transactions called and what can the liquidator do?
In a winding up what priority do creditors get paid in and what sections
in the Corporations Act (2001) and principles guide liquidators in this
regard?
What can a liquidator do to force company employees and directors to
assist him/her in determining the companys true financial position ?

Advice sought: Assist by preparing a report answering these questions.


Illustrate your answer by reference to relevant legal principles, cases and, where
appropriate, statutory provisions of the Corporations Act 2001 (Cth).
BFA726 Lecture 13 2015

12

1. BFA726 Question 5

Answer:

..
13
BFA726 Lecture 13 2015

2. Simones availability

14

The Exam for BFA726 is on 24 October


Simone is available in her office in Room 325 on
the following days next week in her office without
appointment:
19th October 10.30am to Noon
20th October 10am to Noon
21st October 10am to Noon
22nd October 10am to Noon
Simone IS NOT AVAILABLE on 23rd October
Also you can contact Simone on email and she
will respond within 24 hours.
BFA726 Lecture 13 2015

3. Exam Structure
There are two parts to the exam, you must attempt both
parts.
Part A this is worth 48 marks

Part A contains SEVEN (7) questions


Each question is worth SIXTEEN marks (16) marks
You must answer any THREE (3) questions
All questions carry equal marks

Part B this is worth 52 marks


Part B contains FOUR (4) questions
Each question is worth TWENTY SIX marks (26) marks
You must answer any TWO (2) questions
15

BFA726 Lecture 13 2015

3. Exam Structure - Timing

The Exam will be marked out of 100 marks


You have three hours 180 minutes
So for each mark you can spend 1.8 minutes
Each Part A is worth 16 marks
Each Part B is worth 26 marks
So this means roughly:
You have 29 minutes for each Part A (you must answer
three questions each question is worth 16 marks, = 87
minutes
You have 46 minutes for each Part B (you must answer
two questions each question is worth 26 marks, so 46 x
2 = 93 minutes

16

BFA726 Lecture 13 2015

4. Exam Topics Weeks Covered


Week

Topic

Chapter in Text

Registration
Consequences of Registration
Internal Rules

Chapters 3,4 & 5

Management of Companies
Corporate Liability: Contract, Tort and Crime

Chapters 6 & 7

Promoters and Pre-Registration Contracts &


Membership

Chapter 8 & 9

Meetings
Members Rights and Remedies
Duties of Directors - Duty of Care, Skill and
Negligence, Duty of Good Faith and Proper
Purpose, Conflict of Interest & Disclosure
Dividends

Chapters 10 & 14
Chapters 11, 12, 13
& 16

10

Fundraising and Financial Services and Markets

Chapters 21 and 22

11

External Administration

Chapter 24

6&7
9

17

BFA726 Lecture 13 2015

Chapters 19

5.Exam and study tips


You need to be able to demonstrate an
understanding and be able to apply the law
to the specific question that has been set
Marks will not be given for just writing out
large parts out of the Corporations Act, you
have that there to assist you know what the
law is and use it to answer the questions
Do not forgot that case law is also part of
corporate law

18

BFA726 Lecture 13 2015

5. Exam and study tips

19

Old exams have been placed on MYLO


Print them out and practice answering the questions for
the topics that you have decided to focus on
Also the workshop questions are good to practice as
well
Do this under exam conditions, in the time you will have
and see how you go, make sure if you are answering a
problem solving question you spent at least 40 % of your
time applying the law
Remember you have some cases referred to in the grey
text material in your legislation, this may be useful to
you.
BFA726 Lecture 13 2015

5.Exam and study tips

When preparing for the examination, a recommended


study method is to revise the Topics one at a time.
Use your lecture notes, text book and the prescribed
text to assist you. Then test yourself with the tutorial
questions or past exam papers relating to that
Lectures Topic.
In testing yourself, place yourself under examination
conditions. Start your time (a stopwatch is ideal),
then prepare an outline/plan of your answer, and then
answer the question in the time you could allocate to
the question in the examination.
BFA726 Lecture 13 2015

20

5. Tips on Answering questions


Relevant Cases and Statutory
Provisions

In citing cases for the purposes of the examination, it


is sufficient to give the names of the main two (2)
parties. It is NOT NECESSARY in the examination
to include the year of the case
As you cannot easily handwrite italics in your
handwritten examination answer, you should instead
underline the names of parties to cases and
statutes, e.g.: Donoghue v. Harbottle ; Corporations
Act , ss. 180 and 1324, etc.
Do not use white out, correction fluid this takes too
long !

BFA726 Lecture 13 2015

21

6. Your legislation
You can take your copy of the Corporations
Act into the exam
Get to know how to use it
Where are the definitions?
Where are the main sections for each of the
topics you are studying?
What is the relevance of the material in grey?
Are there any cases in the grey material?
How will you effectively use tabs?
22

BFA726 Lecture 13 2015

Corporate Law Problem Solving


We now have time for you to work in
groups to answer any of the five
questions provided
I am happy to stay and help groups work
on these questions

23

BFA726 Lecture 13 2015

Copyright Notice
Copyright
University of Tasmania, Tasmanian School of
Business and Economics
All rights reserved.
Commonwealth of Australia Copyright Regulations 1969 - WARNING
This material has been reproduced and communicated to you by or
on behalf of the University of Tasmania pursuant to Part VB of the
Copyright Act 1968 (the Act). The material in this communication
may be subject to copyright under the Act. Any further reproduction
or communication of this material by you may be the subject of
copyright protection under the Act. Do not remove this notice.
24

BFA726 Lecture 13 2015

Potrebbero piacerti anche