BLP REVISION NOTES EXAM WITH BEST SOLUTIONS

BLP REVISION NOTES EXAM WITH BEST SOLUTIONS CONTENTS i) SRA 10 Principles, The Code of Conduct, Undertakings & Anti-Money Laundering ii) FSMA 2000 – Regulated Activities (ch.17 LF textbook) iii) Business Accounts iv) Partnership (1) v) Partnership (2) vi) Overview of different business structures; advantages and disadvantages vii) Separate legal personality and groups of companies viii) Director’s Powers & Authority – Decision making (list of Ds vs SHs decision making) ix) Director’s Decision: Enter into Routine Contract x) Directors’ Written Resolutions, Shadow Directors & De facto Directors & requirements of a Director xi) Director’s Decision: Change of Registered Office/Address xii) Director’s Decision: Change of Accounting Reference Date xiii) Director’s Decision: Change of signatory to bank mandate xiv) Director’s Decision: Making purchases xv) DECISION MAKING PROCESS: Directors vs Shareholders xvi) Problem Question Scenarios: Decision Making xvii) How to set up a Company (Private Company Limited by Shares) xviii) Director’s Decision: Appoint a Director xix) Shareholders Decision: Appoint a Director xx) Director’s Decision: Appointment of Secretary xxi) Director/Secretary resigns? xxii) Company Constitutions xxiii) Shareholder’s rights and powers (per vote) & PROXIES xxiv) GENERAL MEETING PROCEDURE – Regular Notice xxv) GENERAL MEETING PROCEDURE – Regular Notice - CONTINUED xxvi) GENERAL MEETING PROCEDURE – Short Notice xxvii) GENERAL MEETING PROCEDURE – Short Notice – CONTINUED xxviii) SHAREHOLDERS’S WRITTEN RESOLUTIONS xxix) Change Company Name: BM – GM – BM – Regular Notice – BM1 xxx) Change Company Name: BM – GM – BM – Regular Notice – GM xxxi) Change Company Name: BM – GM – BM – Regular Notice – BM2 xxxii) Change Company Name: BM – GM – BM – Short Notice – BM1 xxxiii) Change Company Name: BM – GM – BM – Short Notice – GM xxxiv) Change Company Name: BM – GM – BM – Short Notice – BM2 xxxv) Change Company Name: BM – WR – BM – Written Resolution – BM1 xxxvi) Change Company Name: BM – WR – BM – Written Resolution - WR xxxvii) Change Company Name: BM – WR – BM – Written Resolution – BM2 xxxviii) Change Company Articles: BM – GM – BM – Regular Notice – BM1 xxxix) Change Company Articles: BM – GM – BM – Regular Notice – GM xl) Change Company Articles: BM – GM – BM – Regular Notice – BM2 xli) Change Company Articles: BM – GM – BM – Short Notice – BM1 xlii) Change Company Articles: BM – GM – BM – Short Notice – GM xliii) Change Company Articles: BM – GM – BM – Short Notice – BM2 xliv) Change Company Articles: BM – WR – BM – Written Resolution – BM1 xlv) Change Company Articles: BM – WR – BM – Written Resolution - WR xlvi) Change Company Articles: BM – WR – BM – Written Resolution – BM2 xlvii) Remove a Director – BM – GM – BM - BM1 xlviii) Remove a Director – BM – GM – BM – GM xlix) Remove a Director – BM – GM – BM – GM & BM2 l) Director’s Decision – Grant of 2 year Service Contract to Director CODE OF CONDUCT Professional Conduct – the rules and regulations with which a solicitor must comply. 10 Principles – set out by the SRA 1. Uphold the rule of law and the proper administration of justice 2. Act with integrity 3. Not allow your independence to be compromised 4. Act in the best interests of each client 5. Provide a proper standard of service to your clients 6. Behave in a way that maintains the trust the public places in you and in the provision of legal services 7. Comply with your legal and regulatory obligations and deal with your regulators and ombudsman in an open, timely and co-operative manner 8. Run your business or carry out your role in the business effectively and in accordance with proper governance and sound financial and risk management principles 9. Run your business or carry out your role in the business in a way that encourages equality of opportunity and respect for diversity 10. Protect client money and assets Conflict between Confidentiality and Disclosure: Question Structure STEP 1: State which client you owe the duty of confidentiality to. STEP 2: State which client a duty of disclosure is owed to. STEP 3: Explain that confidentiality trumps disclosure (Outcome 4.3) STEP 4: Consider whether you can act for both clients/the new client? ***NOTE: The duty of confidentiality takes precedence over the duty of disclosure*** Conflict of Interests ⟶ A solicitor must not act where there is a conflict, or a significant risk of conflict, between the interest of two or more clients, or between the interest of the client and the solicitor ⟶ Where there is a conflict between two or more clients, a solicitor may act if he can satisfy the requirements of the substantially common interest exception or the commercial exception. UNDERTAKINGS • An enforceable promise, may be given orally or in writing. • If a solicitor breaches an undertaking, he/she may be sued personally by the recipient for compensation for any loss caused. • If a conditional undertaking is given i.e. contingent on some future event, and it becomes apparent that the event will no longer take place, you must notify the recipient immediately. • fleep a record of all undertakings given and discharged. ANTI-MONEY LAUNDERING • ‘Money laundering’ is the process by which criminals seek to alter or ‘launder’ their proceeds of crime so that it appears that these funds come from a legitimate source. • s.328 – Offence of Arranging – you know the client has bought a house with proceeds of drug dealing and you help transfer this to his children. You would need to make an authorised disclosure to your firm’s AML officer who decides whether or not to report it to the NCA. • s.330 – Failure to disclose – you know/suspect someone is involved with money laundering – objective test. Make an authorised disclosure to nominated officer asap. S.333 A-E – Tipping off – you know a disclosure has been made and you tip the criminal off by giving them information that is likely to prejudice the investigation.