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NATIONAL OPEN UNIVERSITY OF NIGERIA
UNIVERSITY VILLAGE, PLOT 91, CASDASTRAL ZONE, NNAMDI AZIKIWE EXPRESS WAY, JABI, ABUJA.
FACULTY OF LAW
JUNE/JULY 2013 EXAMINATION
COURSE CODE: LAW534
COURSE TITLE: COMPANY LAW II
TIME ALLOWED: 3 Hours
INSTRUCTION: Answer any 5 questions. All questions carry equal marks.
1a. Write notes on the following:
(i) Allotment of shares
(ii) Subscription of shares
(iii) Transfer of shares
b.Why is it so important for a shareholder to actually be officially registered on the
share register?
c. State and discuss the remedies of a debenture holder
2. “The Memorandum of Association is the fundamental law or charter defining the
Objects and limiting the powers of a company”. Explain
3. Examine the different kinds of and the importance of meetings recognized
under Companies and Allied Matters Act 2004
4. Under Companies and Allied Matters Act 2004 before meeting can be a valid, it must have been convened through the issuance of a proper notice. In the light of the foregoing, examine the following fundamental requirements of a valid notice:
(a) The contents of a notice.
(b) Length of notice.
(c) Persons entitled to notice.
(d) Service of notice
5. Using case law and Companies and Allied Matters Act 2004 as your guide, examine the principle in Foss v. Harbottle (1843) 67 ER 189 and the various exceptions thereto.
6. Examine the duties, responsibilities and liabilities of directors under
common law and the Companies and Allied Matters Act 2004.
7. A company secretary is merely regarded ‘as a mere secretary; his
position is that he is to do what he is told, and no person can assume that
he has any authority to represent anything at all…’- Lord Esher in Barnet
Hoares& Co v South London Tramways & Co (1887) 18 QBD, 851, 817
Juxtapose the above quoted wordings of Lord Esher with the status of
Company Secretary under Companies and Allied Matters Act 2004.
8 . Mr. A claims to be a shareholder In XYZ (Nig.) Ltd. He filed a petition
for winding up of the company before the Lagos State High Court of
Justice on the ground that the company is owing him N100,000.00 which
the company has neglected to pay for the past three weeks despite
repeated oral demands. On the face of the petition, it is not established
that Mr. A is a shareholder in the company.
(a) Comment on the validity or otherwise of the petition vis-à-vis
his disputed status as a shareholder.
(b) Comment on the competence or otherwise of the petition as
filed before the State High Court
9. Explain the following, highlighting the distinguishing characteristics of each.
(a) Reconstruction
(b) Arrangements
(c) Compromise
(d) Merger
(e) Take over.
