This assessment must be submitted electronically via Blackboard no later than 12 midday BST (British Summer Time) on Tuesday 1st June 2021. UNIVERSITY OF BRISTOL LAW SCHOOL Timed Open Book Assessment MAY/JUNE 2021 COMPANY LAW LAWD20037 This paper contains FIVE questions. All students must answer TWO questions. You must answer at least ONE question from Section A. Your second answer may be from either Section A OR Section B. Only TWO answers will be marked. If you submit more than TWO answers only your first TWQ answers will be marked. This assessment carries 100% of the marks in this unit. Your answers must be submitted in Microsoft Word document (.docx) format and each answer must not exceed 1500 words in length (3000 words in total). No footnotes or bibliography are allowed. Please adhere to the TOBA guidelines and be aware of the penalties for exceeding the word limit. For details, see Submitting TOBAs in the Law School Nov 2020 on Blackboard: Law School - Student Pages > Assessments > How to Submit Assessments
SECTION A - You must attempt at least ONE question from this section. 1. Lim, May, and Noor were close friends who studied together at Bristol. During their studies, they set up a successful mobile coffee business in partnership. After graduating in 2017 they incorporated a company (LMN Ltd) and transferred the coffee business to it. Each friend became a director of the company and receives remuneration for their directorship. Each took a 25% shareholding with the remaining 25% investment of capital coming from Orla, a successful entrepreneur and angel investor who provides financial backing to start-up businesses. In 2019 the company was doing well and Lim decided that it should expand into providing light lunches. May and Noor thought that this would be a bad idea. Lim ignored their reservations. He arranged for the company to buy new catering equipment and to lease a kitchen in Clifton where lunches could be prepared. The lunch expansion was unsuccessful and, as a result, the company's profits have declined for the first time since incorporation. Without informing the other directors, May recently let one of her friends borrow one of the company's mobile coffee units. The unit was returned in such a damaged state that it will cost a considerable amount to repair. Orla is unhappy about how the company is being managed. She calls a shareholders' meeting. At the meeting May, Noor and Orla resolve to remove Lim as a director and to appoint Orla as a non-executive director who will receive a fee for her work. It is also resolved that no dividends will be paid for the next year given the decline in profits. Advise Lim who is unhappy about his removal as a director, the non-payment of dividends, and the apparent lack of action against May for letting her friend borrow the coffee unit. 2
PLEASE TURN OVER 2. Ash, Bob and Carla are executive directors of Fino Vino Ltd. Carla's father, Douglas, is a