[简答题]Fred is a member of Glad Ltd, a small publishing company, holding 100 of its 500 shares; the other 400 shares are held by four other members. It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do’. Required: Advise the parties concerned whether or not the proposed change to the articles is legally enforceable and whether or not it can be used to force Fred to sell his shares. (10 marks)

[简答题]Fred is a member of Glad Ltd a small publishing company, holding 100 of its 500 shares, the other 400 shares are held by four other members. It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do’. Required: Advise the parties concerned whether or not the proposed change to the Articles is legally enforceable and whether or not it can be used to force Fred to sell his shares. (10 marks)

[简答题]Fred is a member of Glad Ltd, a small publishing company, holding 100 of its 500 shares, the other 400 shares are held by four other members. It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do’. Required: Advise the parties concerned whether or not the proposed change to the articles is legally enforceable and whether or not it can be used to force Fred to sell his shares. (10 marks)

[简答题]Apt Ltd is a small independent book company, which specialises in publishing modern poetry. In January 2013 it signed a contract with a new poet, called Bel, to publish her second book of poems in August 2014. In March 2013, Bel won a prestigious award for her first book of poems, which had been published privately. In the light of the fame which now attached to Bel, Apt Ltd launched an extensive advertising campaign publicising the forthcoming book. The campaign was expensive, costing ￡50,000, but it was successful in generating great interest. As a result, Apt Ltd won a contract to supply a large book club with 100,000 copies of the book, which would make them a profit of ￡250,000. Unfortunately in May 2014, Bel informed Apt Ltd that she would not be able to supply the manuscript to it as she had signed a more rewarding contract with Cax plc, a very large publishing company. Required: In the context of Bel’s anticipatory breach of contract, explain any possible remedies o

[简答题]Karibo Ltd is a small company with an issued share capital of R100,000 divided into 100,000 shares of R1 each. It has 50 shareholders. Samuel is the managing director of Karibo Ltd. Graphics Ltd, another small company, found out that Karibo Ltd is about to award a five-year contract for the maintenance of its office premises. Graphics Ltd approached Samuel, and offered him what they describe as a facilitation fee of R5,000, to ensure that the contract is awarded to Graphics Ltd. At the next board meeting, Samuel convinces the other directors that awarding the maintenance contract to Graphics Ltd is in the long-term interest of Karibo Ltd and the contract is awarded to Graphics Ltd. At the same board meeting, Samuel also informs the board that Marico Ltd, a competitor, is contemplating taking over Karibo Ltd and that a majority of the existing shareholders might be willing to sell their shares to Marico Ltd if they are offered a good price. In order to prevent it, the board decides

[简答题]Katch Ltd is a small private company. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of them Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Ltd, although he has never been officially appointed as such. Six months ago Len entered into a contract on Katch Ltd’s behalf with Mo to produce some advertising material for the company. However Katch Ltd did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him. Required: Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Ltd and in particular advise whether or not Katch Ltd is liable to Mo. (10 marks)

[简答题]Gilt Ltd is a small company with an issued share capital of 100,000 ￡1 shares held by 100 members. Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of ￡50,000 for ensuring that the takeover is successful. At the next board meeting Harry convinces the other directors that the takeover bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover. In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour. May, a substantial shareholder in Gilt Ltd

[简答题]Salomon & Co (Lesotho) Ltd is a small company consisting of Salomon, his sons and his brother. Salomon is the managing director and a principal shareholder. Their sole business is to manufacture shoes and boots. Their principal customer takes about 60% of their sales. Due to economic recession, their principal customer decided to switch their order to a cheaper supplier. As a result, Salomon & Co (Lesotho) Ltd are now teetering on the brink of insolvency. The creditors are threatening to put the company into liquidation. Required: Advise Salomon. (10 marks)

[简答题]Integrated Writing 　　Reading：Physicist Fred Hoyle casts doubt on the validness of the fossil of archaeopteryx, an ancient bird vital to the evolution from reptile to modern birds. He thinks that the fossil is faked by putting features of a modern bird into a layer of a limestone. The reasons he gives are 　　1）The fossil is discovered soon after the publication of Darwin’s theory of evolution; 　　2） The fossil is too perfectly preserved to be true; 　　3）When the limestone in which the fossil is stored in is cut in half, the two halves do not fit perfectly. 　　Listening: The professor completely refutes Hoyle’s theory. The reasons are: 　　1）The museum rejected the theory of evolution at first. This means the fossil could not be faked since even the museum did not approve it. 　　2） The limestone in which the fossil is stored in is very smooth, so it is reasonable that the details are well preserved 　　3） Scientists intentional removed some parts of the limestone, making it easier expose

[单项选择]Everybody was glad to see Mary back
A. sorry
B. sad
C. happy
D. angry

[单项选择]

Robert Fred was the general manager of a large hotel in Ashbury Park, New Jersey. One cold day two years ago when he stopped his car at a traffic light, Stephen Pearman, an out-of-work taxi and truck driver, walked up to Fred’s ear hoping to earn some change by washing his windshield. Like many motorists who try to keep the beggars off, Fred turned on the wipers to show he wasn’t interested.
Pearman put his head close to the window. "Come on, mister. Give me a chance. I need a job," he said. Something in Stephen Pearman’s voice moved Robert Fred. In the seconds before traffic started moving again, Fred handed, Pearman a business card and told him to call if he was serious.
"My friends told me he was just pulling my leg," said Pearman. "But I said, ’ No, he’s a businessman. I need to give it a shot.’"
Two days later, 29-year-old Pearman appeared in the manager’s office of the big hotel.
A. Fred gladly agreed to let him do it
B. Pearman was told to do it later
C. Fred took him as a beggar
D. Pearman knew Fred was a kind man