LAWS3100, Corporations Law,

Take Home Examination, LAWS3100, Corporations Law, Semester 2, 2017
Instructions
General
Your estimateer-argument to this Take Home Exam must be uploaded to Blackconsideration in the required controlmat by the attributable duration and attraction (7 November 2017 at 4:00pm) or marks perfecture be deducted as per the cunning in the ECP. Please look the Exam Referableice and the ECP control elevate knowledge.
Message Times and Structure
The estimateer-argument to Investigation 1 should be no aggravate than 600 say. The estimateer-arguments to Investigations 2 and 3 should be no aggravate than 450 say each. The whole message estimate control the three investigations is 1,500 say. Any say in advance of the message estimate perfecture referable be unravel or remarkable. The intimation register does referable estimate in the whole message time.
Douceur and Citation Mode
Please prosper the prospering instructions control the douceur of your estimateer-arguments:
– Put each investigation on a innovatinglightlight page with the investigation estimate at the top: i.e. ‘Investigation One’. Do referable apprehpurpose the investigation in your estimateer-argument.
– At the begin of each investigation, apprehpurpose your novice estimate, cperfect and an servile message estimate control that investigation. At the purpose of each investigation, apprehpurpose a intimation register.
– You can conservation any of the prospering referencing modes: the Australian Guide to Legal Citation (AGLC); the American Psychological Association (APA) mode guide; or the Harvard author-duration scheme. Whatever scheme you conservation, you must conservation it pleasantly and well-mannered.
– Your achievement MUST be attraction checked and evidence unravel control typos, verbal errors, expectation.
Plagiarism
Perfect achievement presentted control tribute must be your possess and referable completed with any countenance, as per the ECP, the Exam Referableice and UQ Academic Integrity and Plagiarism cunning. Novices are encouraged to unravel that cunning (http://ppl.app.uq.edu.au/content/3.60.04-student-integrity-and-misconduct) and to referablee the theoretically careful consequences of nonperformance. In union to manual checking, perfect novice estimateer-arguments perfecture be analysed by the plagiarism counteraction software, Turnitin.
Submission Process and Controlmat
Completed estimateer-arguments must be presentted electronically in MS Message and PDF controlmats via the ‘Online Submission of Assignments’ folder on the series Blackconsideration locality. Blackconsideration or other sources may communication uploading in PDF, excluding you must present in twain MS Message and PDF controlmats.
Silk Road Ltd (SRL) possesss a well-mannered-knpossess tie of dress and douceur shops on the East Coast of Australia. The posse has traditionally purchased items from East, South and Central Asia and sold them to hawk customers in elder shopping centres. Thus-far, gone 2012, it has besides conducted a happy online allureing through Silk Road Online Pty Ltd (SROPL). SROPL operates a weblocality from which SRL’s products are sold to customers aggravate the Internet. SROPL is 50% possessed by SRL and 50% by Wicked Ideas Ltd (WIL), which is a Californian cannonade posse. Leyla, SRL’s managing leader, is besides SROPL’s Highest Executive Officer. SROPL’s other leader, Jed, is a nominee of WIL.
Initially exceedingly happy, on 1 January 2017, SROPL was unsupposable by a imperilled controlm of computer malware (virus) that rendered its ocean weblocality inoperable control sundry days. Presently following the aggression, Leyla remunerated a cybercarelessness posse to investigate the carelessness nonperformance and to produce a ‘patch’ control SROPL’s IT schemes. The hacking development was thereby resolved. Excluding, SROPL is now experiencing restricted specieflow and is having some perplexity convocation its accustomed financial commitments attributable to a fall in online exchange. Control development, SROPL remunerated its Internet utility collectr ten days tardy in March 2017 and has referable remunerated its employees their superannuation entitlements gone April 2017. To shape matters worse, on 1 May 2017, the highest bookkeeper of SROPL concede-up unexpectedly, leaving Leyla to oceantain the posse’s financial archives. She shapes her best endeavor to amass avail excluding controlgets to conduct the books of perfect initiation.
On 1 June 2017, Leyla and Jed concertedly flow as a consideration to ‘sponsor’ Marvin to transcribe tending reports environing SROPL on his blog: Marvin is an ‘online influencer’ and is to be remunerated a $50,000 fee. Leyla raises some concerns environing the dimension of the negotiation absorbed SROPL’s specie posture excluding is certain by Jed that ‘WIL perfecture buffet in with aggravate specie if needful’.
SROPL is wound-up in failure on 1 October 2017.
Advise the liquidator on any nonperformancees of the part(ies) to fly bankrupt trading in the Corporations Act 2001 (Cth), her/his immanent remedies, and any amounts that the she/he could heal.
(Whole = 20 marks)
Yolanda runs a wholefoods café in Brisbane’s South Side through Just Nuts Pty Ltd (JNPL). JNPL’s portion-quenched cardinal consists of 100 matter-of-fact portion-outs possessed 75% by Yolanda and 25% by her older brother, Rex.
A single cannonade banker, Rex made an influential assistance in JNPL’s begin-up phase excluding is now, aggravate or near, a enduring investor. He is a leader, excluding does referable air-tight instructor referableices from JNPL and barely casually collects strategic information to Yolanda environing the popular of the allureing.
Yolanda is exceedingly delicious to Rex control his food in the late excluding would enjoy to look JNPL dilate through aggravate apparent cannonade. She looks an convenience in her innovatinglightlight and charismatic fripurpose and allureing coach, Laurie. Laurie convinces Yolanda to summon an extramatter-of-fact unconcealed convocation (EGM) at which she perfecture conservation her voting coercionce to accept JNPL quenchedcome 25 innovatinglightlight pintimation portion-outs to Laurie. Laurie besides persuades Yolanda to substitute the temper at that convocation to perfectow Laurie to achieve Rex’s portion-outs at sound traffic rates ‘if needful and control unaffected allureing reasons’ in the restraintthcoming. The punishment, Laurie argues, is needful to guard the ‘long order enlargement trajectory of JNPL’.
Yolanda goes afront with the guile extraneously effective Rex. She is cautious of hurting his feelings. She besides figures that the innovatinglightlight pintimation portion-outs do referable concede Laurie a correct to utterance, barely to some pre-eminence of reimbursement in dividends. Rex original hears environing the guile at a race barbeque environing a month following the resolutions are passed at the EGM.
Advise Rex on any remedies he capability accept below Part 2F.2 Corporations Act 2001 (Cth) and via the impartial time on elderity voting coercionce, as well-mannered-mannered as any other pertinent matters.
(Whole = 15 marks)
Green Lateures Pty Ltd (GPPL) is a Queensland posse that was stated by Ray and Sharon Green in the 1960s as a race dairy tillage allureing. Ray and Sharon passed far in the 1990s and, in conducting with their anticipation, possessership of the posse was catching to their quenchedcome Dave, James and Oona. As the eldest, Dave was appointed managing leader (MD) and assigned 70% of the portion-outs. As the plenteous younger siblings, James and Oona were adolescence portion-outholders (15% each) and posse employees. They accept historically sat on the consideration.
Now, thus-far, Dave has single as MD and elected his daughter, Geraldine, as his reinstatement. Geraldine has degrees in urban truth and tourism, and is aware to shape unmistakable that GPPL scum viable in visage of increasing atmosphere hesitation. Based on her possess tribute of GPPL’s position, she flows that GPPL perfecture shape an present alter far from dairy tillage and into tourism. To dispose the substitute, Dave perfecture retail 15% of his portion-outs in GPPL to a great tourism operator, Glamping Travel Ltd. Geraldine has told James and Oona that they perfecture stop nature populated by GPPL.
James and Oona delineate Geraldine’s offer as a misinstruction of Ray and Sharon’s impart. They top quenched that Dave aggravatesaw a happy transition to fundamental determine origination in the future 2000s, excluding the agitate was prepared to collect toil carelessness control the race members and so was accordant with Ray and Sharon’s wishes. They are besides quenchedraged by Geraldine’s fixed disapproval to debate her guile at consideration convocations and Dave’s agitate to cperfect a unconcealed convocation to reagitate James and Oona as leaders.
Advise James and Oona on any remedies they may accept below Part 2F.1 Corporations Act 2001 (Cth).
(Whole = 15 marks)