1|Page
LML4806 - Company Law Exam
Questions With 100% Verified Answers |
Guaranteed Pass
Shareholder meeting - quorum & adjournment requirement? - Correct-answer--
S64 meeting may not begin until at least 25% of all voting rights are present
(subject to company MOI)
- for companies with more than 2 SH, at least 3 SH present & 25% requirement
- S64(4) - if within one hour after scheduled time for meeting to commence,
quorum is not met, meeting may be postponed w/o motion, vote or further
notice for 1 week
- S64(5) - may extend 1 hour for reasonable period if exceptional circumstances
exist such as weather, transport, electronic communication have impeded ability
of SH to be present
- SH delayed must have communicated intention to attend meeting, and would
satisfy quorum requirements
Doctrine of constructive notice - Correct-answer-- 3rd parties are deemed to be
fully acquainted with contents of company's public docs, whether they have read
them or not
, 2|Page
- partially abolished by S19(4) CA
- 3rd parties are no longer deemed to have had notice or knowledge of contents
of public docs of company merely because they have been filed with CIPC or are
available for inspection at company office
Merger of companies? - Correct-answer-- S113(2) - merger if the amalgamation of
a company, results in the formation of a new company which holds all assets &
liabilities
- old company ceases to exist
- amalgamation is permissible, provided directors of each company reasonably
believe new company will satisfy solvency and liquidity test
- transaction must be approved by special resolution of SH of all companies
- notice of SH meeting must be accompanied by a copy of merger & details of
proposed special resolution and appraisal rights
What must be set out in a merger agreement - Correct-answer-- new MOI
- Name, ID number of directors
- Manner in which securities are converted
- Manner of payment of any consideration
- estimate cost of merger
- details of proposed allocation of assets and liabilities
LML4806 - Company Law Exam
Questions With 100% Verified Answers |
Guaranteed Pass
Shareholder meeting - quorum & adjournment requirement? - Correct-answer--
S64 meeting may not begin until at least 25% of all voting rights are present
(subject to company MOI)
- for companies with more than 2 SH, at least 3 SH present & 25% requirement
- S64(4) - if within one hour after scheduled time for meeting to commence,
quorum is not met, meeting may be postponed w/o motion, vote or further
notice for 1 week
- S64(5) - may extend 1 hour for reasonable period if exceptional circumstances
exist such as weather, transport, electronic communication have impeded ability
of SH to be present
- SH delayed must have communicated intention to attend meeting, and would
satisfy quorum requirements
Doctrine of constructive notice - Correct-answer-- 3rd parties are deemed to be
fully acquainted with contents of company's public docs, whether they have read
them or not
, 2|Page
- partially abolished by S19(4) CA
- 3rd parties are no longer deemed to have had notice or knowledge of contents
of public docs of company merely because they have been filed with CIPC or are
available for inspection at company office
Merger of companies? - Correct-answer-- S113(2) - merger if the amalgamation of
a company, results in the formation of a new company which holds all assets &
liabilities
- old company ceases to exist
- amalgamation is permissible, provided directors of each company reasonably
believe new company will satisfy solvency and liquidity test
- transaction must be approved by special resolution of SH of all companies
- notice of SH meeting must be accompanied by a copy of merger & details of
proposed special resolution and appraisal rights
What must be set out in a merger agreement - Correct-answer-- new MOI
- Name, ID number of directors
- Manner in which securities are converted
- Manner of payment of any consideration
- estimate cost of merger
- details of proposed allocation of assets and liabilities
