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You are Zac Trainee, a trainee at NewLaw LLP.

INSTRUCTIONS TO CANDIDATES
ANSWER ALL QUESTIONS

Questions

Part A

You are Zac Trainee, a trainee at NewLaw LLP. 

Please read the attached email (Document A) from your supervising solicitor, Samantha Supervisor, and then draft a memorandum as instructed in this e-mail. 

Part B

This is a continuation of the facts in Part A.

The joint meeting mentioned in Part A, Document A took place. However, following the meeting, Josefina, Mani and Pete changed their minds about incorporating a LLP and decided to run their business through a private limited company instead. The company has not yet been incorporated; the plan is to incorporate as soon as possible. The registered office will be the unit in Sheffield, and Josefina, Mani and Pete will be directors and shareholders.

The only matter undecided is the name of the company. Pete and Mani want to call the company ‘Sheffield Babywear Ltd’, but Josefina would rather that the company was called BabyFina Clothes Limited.

Please advise about any legal issues in relation to the choice of these names.

Part C

The company was incorporated under (and trades under) the name Fina Babywear Ltd (“the Company”) and has been trading successfully for some time. A new investor was found, Tina Wang, and further capital was raised by issuing and allotting shares to her. She also joined the board as a Marketing Director.

Details of the shareholdings, directorships and articles of association are set out in Document B. 

Read the facts below and Document B. 

The Company is growing, and the directors have discussed briefly that the Company should purchase further premises. Mani Raja is prepared to sell to the Company a further freehold unit situated in Doncaster which he owns, independently valued at £850,000. Also, the board has found special article 2 to be very restricting on Mani’s ability to negotiate contracts for the organic cotton on behalf of the Company. Pete has called a board meeting next week on Wednesday 5th July to discuss and, if agreed, to ensure that the proposals to purchase the new premises and change the articles are implemented as soon as possible. All are in agreement about the purchase of the new premises, but Pete thinks the special article should be amended, suggesting the limit be changed to £25,000. Mani wants it removed in its entirety.

Pete will vote against the removal of the article. He is unlikely to be able to change Mani’s views and Tina usually supports Mani. Josefina is undecided and might be persuaded to agree with Pete and amend rather than remove the article; she wants to listen to the arguments for and against.

If shareholders need to be involved in the decision-making process, the Company usually prefers to obtain shareholder resolutions by holding a general meeting on short notice, and all notices are sent by email. They would like all matters to be dealt with on the same day and all will be in attendance.

 

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