Закон - Онлайн-помощь по юридическим заданиям - 87

Janet and Jackson Onyango are forming a Limited Liability Company. They are seeking your legal advice on the issues listed below. Respond to the enquiries by Janet and Jackson Onyango on: a. What are the Memorandum and Articles of Association and is there a difference between the two? (5 marks) b. What details would you expect the two documents in (a) above to contain and what other information might you be able to give about these details? (15 marks) QUESTION TWO a) Outline the rules that govern pre-incorporation contracts. Cite a relevant case law to support your answer. (12 marks) b) Kioko, an Under Secretary in the Ministry of Viwandani was entrusted with the responsibility of selling the Ministry's boarded motor vehicles . He invited bids from members of the public to buy two Lorries . He also bid, through a nominee. Mwangangi, his own brother. Subsequently, he sold the lorries to Mwangangi, at Ksh.80,000 each. Kioko then formed Kima Company Lid and instructed Mwangangi to sell the lorries to the company at Ksh.350,000 each. A prospectus as issued to the public to subscribe for shares to Kima Company Ltd. The prospectus gave Mwangangi as the vendor of the lorries and did not disclose the profit Kioko was making. Musembi, a shareholder of the company , has learnt of the sale of the lorries to the company and the profit Kioko made and seeks your advice on the company's rights in respect of the same. Advise Musembi. QUESTION THREE The courts and also statutory provisions have provided justifications for ignoring fundamental principle of legal personality through the so-called doctrine of lifting the veil. Discuss (20 marks)

5 What sho uld y ou do if you are involv ed in a minor acci dent 3 Answers A) Leave the scene immediately B) and report the accident Exchange information with the other driver C) Ignore the accident if no one is hurt D) Only report the accident if the police arrive

18 What sh ould y ou do if you are pulled over by the police 3 Ans A) Stop immediately in the lane B) Pull over to the right and stop C) Speed away D) Get out of the car

Question 2 a) Discuss the concept of limited liability in company law. [10marks] b) What are the advantages under the Companies Act (Chapter 24:03) of operating a business through a private company instead of a public one? [10marks] c) Explain the rationale behind the regulatory requirements of a company's name. [5marks] Total 25 marks a) "The company is at law a different person altogether from the subscribers __ the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers, as members liable , in any shape or form, except to the extent and in the manner provided by the Act" per Lord McNaughten at p.51 in Salomon v Salomon & Co Ltd j1897] AC 22 (HL) Assess the validity of the above assertion with reference to decided cases and the Companies Act (Chapter 24:03 [10 marks] b) Discuss the concept of piercing the corporate veil. [15 marks]

The Legal Heritage of Greece and Rome The ancient Greeks were among the first to develop a concept of law that separated everyday law from religious beliefs. Before the Greeks most civilizations attributed their laws to their gods or goddesses Instead,the Greeks believed that laws were made by the people for the people. In the seventh century B.C., Draco drew up Greece's first written code of laws. Under Draco's code death was the punishment tor most offences. Thus, the term draconian usually applies to extremely harsh measures!Draco's laws were so severe that they were said to have been written not,in ink,but in blood They permitted enslavement for debt, and death,seems to have been the penalty for almost all criminal offences. Several decades passed before Solon-noted poet, military hero, and Athens' lawgiver devised a new code of laws. Solon was of noble descent but moderate means. He first became prominent in about 600 B.C. -Solon substituted a system of control by the wealthy, and introduced a new and more humane law code. Trial by jury, an ancient Greek tradition was retained, but enslaving debtors was prohibited as were most of the harsh punishments of Draco's code. Under Solon's law citizens of Athens were eligible to serve in the assembly and courts were established in which they could appeal government decisions.4He revised every statute except that on homicide and made Athenian law altogether more humane. The social, economic, and political evils might well have culminated in a revolution and subsequent tyranny (dictatorship), as they had in other Greek states, had it not been for Solon, to whom Athenians of all classes turned in the hope of a generally satisfactory solution of their problems. Because he believed in moderation and in an ordered society in which each class had its proper place and function, his solution was not revolution but reform. What the Greeks may have contributed to the Romans was the concept of "natural law". 5In essence, natural law was based on the belief that certain basic principles are above the laws of a nation. These principles arise from the nature of people. The concept of natural law and the development of the first true legal system had a profound effect on the modern world. Draco-Alpaxourr, approcard 3aKoHonaremb 1. Answer the following questions: 1. What did the ancient Greek system of law emphasize? 2. What is the origin and the meaning of the word "draconian"? 3. What is Solon known for? 4. What was Solon's contribution to ancient law? 5. How do you understand the concept of 'natural law"?

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