Business Law Problem Question Essay

Business Law assignment 2014

( 1a )Your first undertaking is to rede the Homewares Board about their legal duties and any legal action thatcan betaken against Tracey and Tina.

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Homewares Ltd is a little limited company. They presently have three managers Peter, Tina and Tracey. Roles of a manager are to go to and do determinations at board meetings. Some of these determination can non be delegated to staff lower than their position and have the responsibility to carry through these undertakings themselves. As for every occupation, there are regulations, responsibilities and duties that they have to set up with. Tracey has claimed to be ‘ill ‘ and stormed off to setup her ain concern that mirrors Homewares Ltd but with a small excess. Where 1 must move in good religion for the benefit of the company and exercising powers for the proper intent to profit the company and non themselves, has had an impact on her fiducial responsibilities. This state of affairs relates to the instance ‘Industrial Development Consultants ( IDC ) Ltd V Cooley, 1972, High Court. ‘ Cooley was the pull offing manager of IDC. The Eastern Gas Board were non prepared to contract with IDC but they would contract with Cooley personally. Cooley did non unwrap this fact to IDC but secured a release from his contract with them. Cooley so entered into a contract with the Gas Board. He was made history to IDC for the net income he had made from the contract ( Anonymous ) . Directors can go forth the company for unexpected grounds but non to profit themselves with their personal involvements. As Tracey has acted like this, she will be held accountable as she conflicted her responsibilities.

‘Sickness ‘ or being ‘ill ‘ can be a difficultproblem to pull off. Although ill employees, managers and proprietors need to be treated moderately, you will desire to do certain that ‘sickness/illness ‘ is non being used as an alibi for unauthorized absences. Taking disciplinary action against ill employees can take to peculiar legal hazards. You besides need to vouch that you respect Tina ‘s and Tracey ‘s unwellness.

Well thought out sickness policies can assistdecrease absence, by detering both managers from taking ‘sick ‘ yearss as a signifier of excess vacation. For illustration, you might desire them to phone in sick instead than taking the easier attack of directing an electronic mail. Reviewing the grounds for illness can besides be important, for illustration, ailments of back aching may uncover echt jobs with workstations or work patterns you should turn to as portion of your wellness and safety policies. Unless you have clear cogent evidence, taking disciplinary action against a individual you suspect of mistreating ill leave involves taking great care.However, you could confront a claim of unjust favoritism if it involves long-run unwellness sums to a disablement. It was be really advisable to non take action against a individual whose unwellness is pregnancy related.

The remotion of Tina being a manager can be done through s168 by ordinary declaration with particular ( 28days ) notice. As Peter is already cognizant that a manager can be removed by the Board of Directors or otherwise it is the stockholders who can take a manager. Therefore he will necessitate the bulk of the board ‘s understanding for the remotion of Tina. The process of the Companies Act 2006 is as follows. A 28 yearss notice to name a meeting is required to be given and the manager will be given the opportunity to set their expostulations in authorship and go to the meeting to set forward their point of view.In order to take a manager, more that 50 % of ballots are needed. Due to this jobs can happen such as holding excessively many or excessively less shareholders/directors. The ground for this is that, the determination may non be accurate but alternatively biased or even overlooked if there are a batch of participants.Before assemblage everyone for the meeting, there are a few of import thing to be looked at such as:

  1. You will necessitate to do certain who the stockholders are and make certain they are listed under the companies registry of members. In some occasions there is a new member that might hold non been registered yet therefore they might non be able to vote at a shareholders’ meeting.
  2. Besides look into whether any paperss have beenchanged sing voting power.
  3. Another of import thing to look into is to see whether the Chairman has a casting ballot at a shareholders’ meeting incase ballots are 50/50.

Another manner in which we can acquire around this job is to travel through, ‘Company Directors Disqualification Act 1986. ‘ Persistent prolonged absence from board meetings can besides take to disqualification of a manager. Having done this, Tina may accordingly take to a upper limit of 2 old ages where Tina can non go a manager. On the other manus, for the intent of unjust dismissal, if Tina is removed from being a manager, she may hold a readying under ‘s.994 CA06 ‘ for “ below the belt damaging behavior. ”

1b )You are besides required to rede the assorted investors of their legal place now that the company is confronting settlement.

Liquid is, ‘To settle the personal businesss of a concern or an estate by disposing of its assets and liabilities. ‘ ( Houghton Mifflin Company, 2009 ) To work out how liquid a company is normally worked out through ratios. Liquid ratios let person to supervise the concerns hard currency place. They measure liquid assets held by the concern such as hard currency and assets that can easy be turned into hard currency. The intent of the ratios is to compare these assets with short term debts and liabilities. For Homewares Ltd, Peter has been made cognizant that the company is confronting settlement. After the remotion of all assets the murderer will pay the claims against the company ‘s assets. By and large, the precedence of claims on the company ‘s assets will be determined in the undermentioned order:

  1. Murderers costs
  2. Creditors with fixed charge over assets
  3. Costss incurred by an decision maker
  4. Sums owing to employees for rewards
  5. Sums owing to employees for leave
  6. cutback payments owing to employees
  7. Creditors with drifting charge over assets
  8. Creditors without security over assets
  9. Stockholders

The first business/organisation to be paid is the Bank. As this is fixed charged it has top precedence. Fixed charge security is defined as recognition over a peculiar fixed plus, which is so registered and corsets in strength until a fixed charge debt is paid. A characteristic of fixed charge security is that a borrower would necessitate the lender’s consent to sell a fixed charge plus. For case include land, belongings and specific points of equipment ( i.e. financed vehicles ) . Second, Alfred is following to be paid as his dealing is a drifting charge signifier. Floating charge security is a mortgage over assets that adjusts in measure and/or monetary value over clip, such as stock or hard currency in the bank. The security merely crystallizes ( i.e. holes to the assets ) once a company goes into settlement and disposal. The particular nature of the drifting charge is that the company can go on to utilize the assets and can purchase and sell them in the ordinary class of concern. It can therefore merchandise with its stock and sell and replace works and machinery. The charge is said to drift over the assets charged, instead than repairing on any of them specifically. This continues until the charge ‘crystallizes ‘ , which occurs when the unsecured bond specifies. This will include any failure to run into the footings of the loan ( non-payment, etc. ) , or if the company goes into settlement, ceases to merchandise, etc.

( 1c )Additionally Peter has asked you to corroborate what his legal duties are in relation to Adam, and if any of the other parties seeking to buy the auto have any claim over it.

( 1d )Finally Peter has approached you of his involvement to put up another concern, but is diffident after his experience with Homewares which type of concern administration would accommodate him. He is frustrated with being bound by regulations and craves the flexibleness to make what he wants with minimal hazard. Advise Peter of his options clearly placing the advantages and disadvantages of different concern types.

There are many concern constructions that may be really suited for Peter and his new concern thought. One of the first things to settle on when get downing your new concern is which organizational construction to do usage of. There are three different types of construction options, including partnership, limited liability company ( LLC ) and corporation that I would rede Peter to utilize. Each construction has its ain advantages and disadvantages.

There are two signifiers of partnership constructions which are general partnership and limited liability partnership. For a general partnership, the proprietors are to the full apt for concern cases and debts as it has an limitless liability. As for a limited liability partnership, the concern proprietors are non individuallyaccountable for concern cases and concern debt. Partnerships are stress-free and moderately priced to organize. As a partnership, you group your resources together with your spouse. The fiscal loads of runing the concern are shared between spouses. You and your spouse maintain all direction rights of the concern. The income for partnerships is reported on each spouse ‘s personal income revenue enhancement return. This makes revenue enhancement clip less complicated.

Forming and pull offing a Limited Liability Company is easier and less expensive than organizing and pull offing a corporation. As your concern grows, you can easy upgrade it to an LLC position. As an LLC, your personal assets are protected from cases and concern debt, and merely assets of your company can be touched by cases and creditors.

There are two types of corporations, S corporations and C corporations. A Hundred corporation is double-taxed. The corporation pays revenue enhancements, as do the company ‘s stockholders. S corporations are single-taxed. All revenue enhancement and concern disbursals are paid for by the company ‘s stockholders. This lightens the fiscal load of the concern proprietors. S corporations are limited to a upper limit of 100 stockholders. A Hundred corporation can hold limitless stockholders. As an S or C corporation, you are non personally apt for cases and debt. When your concern is structured as a corporation, it easier to pull investors for your concern.

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