Company Law
Question 1:
Payna and Danusia were paralegals at a law firm. With precarity in the legal profession, both took a career break. Panya took up cooking and started posting her dishes on social media. Having been blown away by the social media attention of her cooking. Panya decided to take a leap into starting a food delivery business. She calculated that she would need a start-up capital of £2,000. She has only £200 in her savings. Danusia offered to invest £1,800 (the remainder of the capital needed) in Panya’s business. In addition, Danusia also offered to look after the social media accounts, and the logistics in relation to food delivery.
Six months into running the business and several features in multiple magazines about small and medium sized startups, an investment company called Quinoalicious Ltd. approached Panya and Danusia. Although both Panya and Danusia hoped to get back to their daily jobs after this, Quinoalicious Ltd’s offer of a 40% stake in their venue in return fro an investment of £200,000 was too attractive for both individuals to turn down.
Advise the parties as to which partnership model are most suitable for them based on the above circumstances (General Partnership, Limited Liability Partnership or Limited Partnership)
Question 2:
“Although, comply or explain has been hailed as a reasonable concept that improves corporate governance without the need for rigid, and/or cumbersome regulation, the concept has been criticised for its effectiveness and applicability.”
Igha Dabor, ‘To Comply or Not to Comply: Towards an Effective UK Corporate Governance Code’ (2021) 32 International Company and Commercial Law Review 310-1
Critically evaluate the above statement in the light of the current UK Corporate Governance Code and the harsh economic climate companies are currently facing.
Question 3:
“The distinction between fixed and floating charges could be views as a fragile concept. Moreover, with a lack of statutory definitions to increase this distinction’s robustness, there is still much uncertainty to be addressed.”
Jacob En Lun Lim, ‘The Concept of a Charge and the Fragility That Lies beneath Its Fixed and Floating Dichotomy: Should Its Distinction Be Abolished?’ (2021) 32 International Company and Commercial Law Review 406.
Critically evaluate the above statement in the light of the (then) House of Lords’ decision in the case of National Westminster Bank plc v Spectrum. Has the court in Spectrum been mistaken in their understanding of the distinction between floating and fixed charges?
