Questions 2007 2007 2008 2008 2009 2009 2010 2010

June Dec June Dec June Dec June Dec

1 In relation to legal systems distinguish between the following: y y y y

(a) Criminal law;/ English legal system;
(b) Civil law;/a European civil law system
(c) Arbitration.

2 Explain the seller’s obligations in respect of requirements as to the quality y

of goods supplied, under Article 35 of
the UN Convention on Contracts for the International Sale of Goods.

3 Within the context of the UN Convention on Contracts for the y y(a) Y Y

International Sale of Goods, (a,b) (c,d)
a)explain the meaning of, and rules relating to, damages for breach of
contract.
(b) the duty to mitigate losses.

(c) how an offer may be accepted;

(d) when acceptance becomes effective.

4 In relation to a company’s memorandum of association, explain the y

following:
(a) the registered office clause;
(b) the capital clause;
(c) the name clause.

5 In relation to the rules governing the payment of company dividends y

explain:
(a) how dividends may be properly funded;
(b) the rules which apply to public limited companies;
(c) the consequences of any dividend being paid in breach of those rules

6 In the context of the UN Convention on International Bills of Exchange y y Y

and International Promissory Notes: (a,c)
(a) Define an international bill of exchange.
(b) explain the meaning and effect of endorsement.
(c) Bill of lading;

(d) Explain the different roles of the following parties:

(i) the drawer;
(ii) the drawee;
(iii) the payee.

7 In the context of corporate governance explain the role of the external y

company auditors, paying particular regard
to the following issues:
(a) their qualifications;
(b) their powers;
(c) their duties

8 Explain the meaning and role of the following organisations: y

(a) UNCITRAL;
(b) UNIDROIT.

9 Within the context of the UN Convention on Contracts for the y

International Sale of Goods, explain:
(a) an offer;
(b) an invitation to treat;
(c) a counter-offer.

10 1)Within the context of the UN Convention on Contracts for the y y Y y(3)

International Sale of Goods, explain when risk for 1(1)
loss or damage to goods passes from the seller to the buyer.
1(1)explain the obligations imposed on the buyer of goods.

2) explain the obligations relating to price placed on the buyer.

3)explain the remedies available to the buyer for a breach of contract by
the seller.
11 1)In the context of company law explain: y
(a) the doctrine of separate personality and its consequences;
(b) the circumstances under which separate personality will be ignored

2)n relation to company law, explain:

y(2)
(a) the doctrine of capital maintenance;
(b) the circumstances under which both a public and a private company
can reduce its capital and the procedure
to be followed.

12 In relation to company law Y Y(4) Y

(1)explain the meaning of the following: (2,3) (f,g,h
(a) ordinary shares; )
(b) preference shares
(c) debentures
(d)a fixed charge;
(e) a floating charge.
(f) pre-emption rights; (3 marks)
(g) rights issues; (3 marks) y(d,e)
(h) bonus issues.

(2) explain the meaning of limited liability.

(3)Explain and distinguish between:

(i) unlimited companies;
(ii) companies limited by guarantee;
(iii) companies limited by shares.

(4) procedure to be followed, in registering a public limited company.

13 1)In relation to company law distinguish between: y y y(2)

(a) executive directors;
(b) non-executive directors;
(c) shadow directors.

2)In relation to the Companies Act, 2006, explain the duty of directors to
promote the success of the company, and to whom such a duty is owed.

14 1)Explain the meaning of the following International Chamber of y Y Y(c,d,

Commerce Incoterms: (a,b,c (d,c) e)
(a) CIF; )
(b) CIP;
(c) FOB.
(d)EXW
(e) CIF

2)Explain the meaning and role of the following international

organisations paying particular attention to their dispute resolving y(2)
functions:
(a) ICC;
(b) WTO.

15 1)In relation to Article 34 of the UNCITRAL Model Law on International y y y(4) y(5) Y(1),
Commercial Arbitration, explain under what (2,3) (4a)
circumstances a party may have recourse against an arbitration award.

2) statements of claim and statements of defence

3)Assess the relative advantages and disadvantages of arbitration as an

alternative to court proceedings in
respect of international business transactions.

4) context of the UNCITRAL Model Law on International Commercial

Arbitration, explain:
(a) the grounds, and
 (b) the procedure
for challenging the appointment of an arbitrator

5)(a) the implications of the requirement that an arbitration agreement

has to be in writing;
(b) how arbitration awards may be enforced.

16 In relation to a company’s shares, explain the following: y

(a) the statement of capital and initial shareholdings;
(b) authorized minimum issued capital in a public company;
(c) paid-up capital;
(d) the difference between nominal value and market value.

17 In relation to international business transactions, explain the meaning of y

the following terms:
(a) letters of comfort;
(b) letters of credit.

18 In relation to company law, explain: y

(a) the limitations on the use of company names;
(b) the tort of ‘passing off’;
(c) the role of the company names adjudicators under the Companies Act
2006.

19 State and explain the grounds upon which a person may be disqualified y
under the Company Directors Disqualification Act 1986.

20 In the context of companies in financial difficulty, distinguish between y

and explain the operation of:
(a) compulsory winding up;
(b) administration.

21 In the context of corporate governance, explain the rules relating to the y

appointment, duties and powers of a company secretary in a public
limited company.

22 1 (a) With reference to a national constitution explain the principle of the y

separation of powers.
(b) In relation specifically to the United Kingdom constitution explain the
principle of parliamentary sovereignty.

23 In relation to company law: y

(a) state, and explain the purpose of, the various registers that have to be
kept by a company.
(b) describe what accounting records will have to be produced and
maintained by a company

24 In the context of the UNCITRAL model law on international credit y

transfers:
(a) define the meaning of sender, originator and payment order. (3 marks)
(b) explain how the model law addresses the issue of unauthorised
payment orders.
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