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Flop Ltd was in financial difficulties. In January, in order to raise capital, it issued 10,000 ￡1 shares to Gus,?but only asked him to pay 75p per share at the time of issue. The directors of Flop Ltd intended asking Gus?for the other 25p per share at a later date. However, in June it realised that it needed even more than the?￡2,500 it could raise from Gus' existing shareholding. So in order to persuade Gus to provide the needed?money Flop Ltd told him that if he bought a further 10,000 shares he would only have to pay a total of 50p?for each ￡1 share, and it would write off the money owed on the original share purchase.?

Gus agreed to this, but the injection of cash did not save Flop Ltd and in December it went into insolvent?liquidation, owing a considerable amount of money.?

22

【論述題】

?Explain the general rule concerning the issuing of shares at a discount to their nominal value?

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考點(diǎn)：Chapter17Capitalmaintenanceanddividendlaw

There is a general rule on issuing shares that states shares with a nominal value may be issued at a?premium to that value but may not be issued at a discount to it.??

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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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