TOPIC REVIEW EXERCISE: COMPANY INCORPORATION AND COMPANY CONSTITUTION Question One Fatah was a sales manager of Jual Tanah Berhad (JTB), a company…

TOPIC REVIEW EXERCISE: COMPANY INCORPORATION AND COMPANY CONSTITUTION

Question One
Fatah was a sales manager of Jual Tanah Berhad (JTB), a company that deals in the sale and purchase of agricultural land. Three months ago Fatah resigned from JTB. The employment contract between Fatah and JTB provided, among others, that Fatah could not make use of JTBs client list nor copy their sales method within a year after Fatah left JTB.
Four months after Fatah left JTB, he assisted his Lofah, who is Fatahs girlfriend, in setting up a company called Beli Rumah Sdn Bhd (BRSB). BRSB runs a business similar to that of JTB i.e. in land and real estate transactions. Lofah and her younger brother are the only two shareholders of BRSB. Under the direction and guidance by Fatah, Lofah approaches customers of JTB for business and has successfully entered into several lucrative contracts with the customers.
Upon realizing this JTB sent a letter to Fatah reminding him of his contract with them. Fatah however claim that he has done no wrong and continue assisting BRSB. JTB wish to sue Fatah for breach of contract. Advise JTB whether they would be successful in claiming against Fatah.
(7 marks)

Question 2
Teguh Kita Sdn Bhd is a company in Rawang, Selangor. It manufactures automotive spare parts. The company has four directors: Fadhil, Harun, Awang and Yassin.
Fadhil and Harun has 35% shares each and Awang holds 20%. Yassin holds the remaining 10% of shares. All the shares carry one vote each. The companys articles of association contain the following provisions:
i. Any member who intends to transfer shares shall inform the directors who will take the said shares equally between them at fair value.
ii. All payroll services required by the company will be exclusively supplied by Awang through his own company Panglima Awang Sdn Bhd
iii. Disputes between the company and its members shall be referred to arbitration.
iv. All members of the company agree that the articles of the company cannot be altered.
Recently there have been serious disagreements between all the directors with regard to management of the companys business. You are to advise the parties on the following in the context of Malaysian Companies Act 1965:

a) Yassin has become disinterested in the company and wants to sell his shares to the directors but they have refused to purchase them. (4 marks)

b) The directors have passed a resolution to contract with Bayar Suda Sdn Bhd for all Teguh Kitas payroll needs. With the passing of this resolution, the company is no longer using the service of Panglima Awang Sdn Bhd. (6 marks)

c) Fadhil has backed out of selling property he owns to Harun, and Harun wishes to sue him but Fadhil insisted that they have to refer the dispute to arbitration. (4 marks)

d) Harun is considering proposing a resolution to alter the articles but is frustrated at the companys inability to change the articles of association. (4 marks)

(TOTAL 25 MARKS)

Place your order
(550 words)

Approximate price: $22

Calculate the price of your order

550 words
We'll send you the first draft for approval by September 11, 2018 at 10:52 AM
Total price:
$26
The price is based on these factors:
Academic level
Number of pages
Urgency
Basic features
  • Free title page and bibliography
  • Unlimited revisions
  • Plagiarism-free guarantee
  • Money-back guarantee
  • 24/7 support
On-demand options
  • Writer’s samples
  • Part-by-part delivery
  • Overnight delivery
  • Copies of used sources
  • Expert Proofreading
Paper format
  • 275 words per page
  • 12 pt Arial/Times New Roman
  • Double line spacing
  • Any citation style (APA, MLA, Chicago/Turabian, Harvard)

Our guarantees

Delivering a high-quality product at a reasonable price is not enough anymore.
That’s why we have developed 5 beneficial guarantees that will make your experience with our service enjoyable, easy, and safe.

Money-back guarantee

You have to be 100% sure of the quality of your product to give a money-back guarantee. This describes us perfectly. Make sure that this guarantee is totally transparent.

Read more

Zero-plagiarism guarantee

Each paper is composed from scratch, according to your instructions. It is then checked by our plagiarism-detection software. There is no gap where plagiarism could squeeze in.

Read more

Free-revision policy

Thanks to our free revisions, there is no way for you to be unsatisfied. We will work on your paper until you are completely happy with the result.

Read more

Privacy policy

Your email is safe, as we store it according to international data protection rules. Your bank details are secure, as we use only reliable payment systems.

Read more

Fair-cooperation guarantee

By sending us your money, you buy the service we provide. Check out our terms and conditions if you prefer business talks to be laid out in official language.

Read more