BLP

Question 1

Enlightened SH Value

Answer 1

s172 factors;
Duty to promote the success of the Co
- To promote the success of the company for the benefit of its members as a whole (regard to s 172 factors but they are secondary to the duty to the SH)

1) long terms consequences
2) Interests of CO employees
3) Foster business relationship w suppliers, customers and others
4) Impact on the community and the environment
5) Reputation for high standards of business conduct
6) Act fairly b/w members of the company

Question 2

Authorisation

Answer 2

Where the D provides FULL AND INFORMED DISCLOSURE

Question 3

Ratification

Answer 3

Possible for:
- Negligence
- Default
- Breach of Duty
- Breach of Trust

Question 4

s177; Duty to declare an interest in a proposed transaction

Answer 4

Duty of any D interested in proposed transaction w COMPANY to declare NATURE + EXTENT of interest to other Ds BEFORE the Transaction is entered into.

Question 5

Contracts w 3Ps

Answer 5

What if someone NOT have the requisite authority (S 5 PA for Partners, Common Law for non-Partners)

Question 6

Written Board Resolution

Answer 6

Requires UNANIMITY

Question 7

BR requires

Answer 7

Simple majority UNLESS Ds agree it requires unanimity

Question 8

QUORUM

Answer 8

BM; 2 Ds
GM: 2 SH

Question 9

SH with 5% or more SH may require Ds to

Answer 9

Call a GM
Circulate a proposal

vs SH with 10% or more of total voting rights can request a poll vote.

Question 10

short notice

Answer 10

1) Headcount requirement
2) Voting rights requirement

Question 11

Written resolution

Answer 11

ONLY for Ltds.
SHs may be present or non present (28 days)
Cannot use of the removal of a Director or of Auditor.