COMPANY LAW FIRST SEMESTER 2016/2017 ANSWERS. UNIVERSITY OF LAGOS. (not to be regarded as final. You may add your’s Remember to answer each question on a new page) ANSWER TO QUESTION ONE (1) The vehicle through which business is carried on may come in various forms/arrangements the choice of which is determined by various considerations […]
COMPANY CAPITAL. Capital has been defined as money that can be used to produce further wealth[1] Capital is the net-worth of a business[2]. The company needs funds to further the purpose for which it was incorporated. Capital/property may be tangible[3], intangible[4], fixed[5] or circulating[6] or moveable. These demarcations are not water-tight. For this topic, our […]
CSR, CORPORATE GIFTS POLITICAL DONATIONS CORPORATE SOCIAL RESPONSIBILITY. Defined by the European Union as “a concept whereby companies integrate social and environmental concerns in their business operations and in their interaction with stakeholders on a voluntary basis”. With modernisation and advancement, people began to feel that (beyond complying with statutory obligations) companies should behave responsibly […]
CAPACITY AND LIABILITY OF COMPANIES. Under this, we shall be discussing the following: Constructive Notice Rule: Section 35 (1a) CAMA requires memat to be registered with the CAC. Such registration makes the MEMAT public documents. The old rule states that any person dealing with the company is deemed to have constructive notice of the company’s […]
LEGAL EFFECTS AND NATURE OF THE MEMART[1]. Articles are subordinate to the Memo and cannot modify it–Guinness V Land Corporation of Ireland. In Ashbury V Watson[2] the court held that the rights of preference shareholders set out in the article which conflicted with the memorandum were void to the extent of its inconsistency with the […]
ALTERATION OF THE ARTICLES. :: Subject to the provisions of the CAMA and MEMART, it can be amended by a special resolution-Section 48. :: A co cannot be restrained from altering its articles but it may pay damages[1] to a third party (it has contracted with) that is injured by the alteration-Punt V Symons Ltd[2]. […]
ALTERATION OF THE MEMO. See Section 44. Initially, alteration was prohibited as the memo was seen as the constitutional and fundamental document. Today, the memo can generally[1] be altered except the company provides a restriction clause in the memo that prohibits alteration of the Memo. We shall focus on alteration of name and object clause […]
CAPACITY AND POWERS OF A COMPANY. On this, we shall be focusing on the Memorandum and Articles of Association. See Part II CAMA. The memorandum is superior to the Article and the provisions in the Article cannot override the provisions of the memorandum-Guinness V Land Corporations of Ireland. THE MEMORANDUM This is the basic document […]
LIFTING THE VEIL OF INCORPORATION. Lord Denning in Littlewoods Mail Order Stores Ltd V IRC noted that “the doctrine in Salomon V Salomon has to be watched very carefully”… “courts can often draw aside the veil… to see what really lies behind”. Lifting the veil occurs where the courts or law disregard the corporate personality […]
CONSEQUENCES OF INCORPORATION. It confers corporate personality-Section 37 CAMA “shall be a body corporate… power to hold land, having perpetual succession and common seal…” The company can sue and be sued– Njoku V UAC Foods: Baroda V Iyalabani Ltd: Vulcan V Gessellschaft: Igwe V Kalu and a host of other cases[1] This “corporate personality” gives […]
INCORPORATION OF COMPANIES. How can a company be formed? By Grant of Royal Charter: This operated under the monarchical systems. Given to ecclesiastical bodies and others. E.g. Bank of England and Whales. By Registration: either as a private or public company. After dividing into Public or Private Company, there is a further sub division of […]
