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Cpa Section Iv Company Law Question Paper
Cpa Section Iv Company Law
Course:Cpa Part Ii
Institution: Royal Business School question papers
Exam Year:2011
CPA IV
COMPANY LAW
QUESTION ONE
a. Identify any FIVE restrictions imposed on the choice of name of a company to be incorporated (6mks)
b. Explain the significance of the various clauses you may find in the memorandum of Association of a company (14mks)
QUESTION TWO
a. Write short notes on the following:
i. Apex society (2mks)
ii. Secondary society (2mks)
iii. Primary society (2mks)
b. Compare and contrast the consequences of the registration of a company and that of a co-operative society (14mks)
QUESTION THREE
a. Identify the types of charges that require registration under the companies Act (8mks)
b. What particulars of the above charges are required to be registered (5mks)
c. Ascertain the priorities of charges (7mks)
QUESTION FOUR
a. Define the term 'prospectus' and explain the circumstances under which a company may not issue a prospectus (10mks)
b. Discuss the criminal liability that may arise in relation to a prospectus (10mks)
QUESTION FIVE
" The rule in Foss V. Harbottle (1843) is a double edged sword, in its true construction it limits the rights of individual members to act for the company while by its exception it allows members to act for the company and on their behalf" Discuss (20mks)
QUESTION SIX
a. In relation to company management, highlight the various categories of persons who are disqualified from acting as directors of a company (10mks)
b. Discuss the various remedies that a company may take out against a director for breach of their duty (10mks)
QUESTION SEVEN
Mr. Ocampo is the Finance Manager of "Prosecute International" a company that offers training services to prosecutors. He lives in the same house with his wife Ekaterina Trendafilova. One morning Mr. Ocampo informed his wife that the Board of Directors of "Prosecute International" was due to meet to consider a very important matter that would determine the future of "Prosecute International". Later in the evening the managing director of "Prosecute International" sent a message to Mr. Ocampo via his mobile phone to the effect that via board had approved the takeover of "Prosecute International" by "Detect Crime Ltd" a company in the manufacture of surveillance gadgets. Trendafilova happened to read the message on her husband's phone but did not reveal this fact to him.
Required
With reference to insider dealing analyse the following events that took place thereafter;
a. Trendafilova bought shares in "Prosecute International" (6mks)
b. Trendafilova told her friend Mr. Joshua Arap Sang about the likelihood of the takeover of "Prosecute International". Mr. Sang bought shares in "Prosecute International" (4mks)
c. Mr. Joshua Arap Sang disclosed the takeover bid to his friend Mr. William Samoei Ruto who also bought shares in "Prosecute International" (4mks)
d. Ekaterina Trendafilova advised his son Dimitar Barbatov to buy shares in "Prosecute International" without disclosing the take-over bid. Barbatov bought shares in "Prosecute International" (6mks)
Disclaimer; The names used in this print may be names of notorious (known) individuals. The context in which they are used may not necessarily reflect their true character.
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