題目

Explain whether the other members of Glad Ltd will be successful in their attempt to change the?and require Fred to transfer his shares to them

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考點：Chapter14Constitutionofacompany

?A change to a company's articles is generally valid if it is of benefit to the company, and this certainly?appears to apply in Fred's case (he is in direct competition with Glad Ltd). However, in Dafen Tinplate Co Ltd?v Llanelly Steel Co (1907) Ltd 1920 a similar amendment was held to be invalid because it permitted the?company to acquire the shares of any member, even if there were no specific grounds to show that it would?benefit the company. The resolution actually proposed by Glad Ltd is the same because it would allow the?company to acquire the shares of any member for a fair price. Therefore it is likely to be held as invalid?under the facts of the Dafen case.?

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材料全屏

Vlad generates a substantial income from illegal tax evasion and sought advice from Gloria (his personal accountant) on how to dispose of his illegal earnings. Gloria suggested that to disguise the source of the funds, Vlad should purchase a chain of restaurants and pass his gains from the illegal operation through the restaurants' accounts. Vlad agreed with Gloria’s proposal and appointed her as the restaurant chain’s finance director and together they passed the illegal money through the operation.

25

【論述題】

State the offence of money laundering.

State whether Gloria has any liability for money laundering.

State whether Vlad has any liability for money laundering.

材料全屏

In January the board of directors of Huge plc decided to make a takeover bid for Large plc. After the decision?was taken, but before it is announced, the following chain of events occurs:?

(1) Slye, a director of Huge plc, buys shares in Large plc?

(2) Slye tells his friend Mate about the likelihood of the takeover and Mate buys shares in Large plc?

(3) At a dinner party Slye, without actually telling him about the takeover proposal, advises his brother?Tim to buy shares in Large plc and Tim does so?

28

【論述題】

?State whether Slye committed insider dealing when he bought shares in Large plc?

?State whether Mate has any liability for insider dealing?

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