Singapore Company Law
SAMPLE ONLY MID-SEMESTER TEST
COURSE: LAW2464 COMPANY LAW
DATE: 17/03/2012
TIME ALLOWED: 1 hour 40 minutes (including 10mins reading time)
QUESTION (Prospectus Topic)
In July 2011, Ah Beng was at his accountant’s office to talk about taxation matters. Whilst there, his accountant gave him a prospectus issued by Ionic Ltd., a company listed on the Singapore Stock Exchange, to take home to read and if interested, to follow the instructions about investing in new shares in the company which were to be quoted on the Exchange.
After reading the prospectus, Ah Beng was convinced that he was going to make a lot of money investing in the company which had stated that it had discovered a huge gold deposit in Western Australia. The prospectus contained a report by a geologist which stated that the gold was near the surface and therefore, easily mined. The prospectus also contained estimations of the amount of profits which it could make based on the current high price of gold.(False and/or Misleading Statements)
Criminal Lability Under S253(Jail and/or fine company is liable if it is an entity. Directions are liable. Statements are materially adverse from viewpoint of investors including Ah Beng. Who else is liable? The Accountant? No advice or false or misleaeding statement. Did he act intentionally or recklessly? No. No Lability. Could Geologist be liable? Yes, as his a conman. Actions were intentional.
S254 Civil Lability
Directors liable any defences under s255 SFA? Any defences under s255 SFA? Reasonable reliance on geologist, reports is reliance here reasonable. He is a conman. Not reasonable. Inquries Defence, May fail. Geologist liable to compensate no defence. Accountant assuming he made statements. Yes, if not. No. Ah beng will receive compensation for his loss.
ALTERNATIVE
Misrepresentaton.
False Statement Made during negotiation that induces one into contract
Geologist is dishonest and fraudulent misrepresentation.
COURSE: LAW2464 COMPANY LAW
DATE: 17/03/2012
TIME ALLOWED: 1 hour 40 minutes (including 10mins reading time)
QUESTION (Prospectus Topic)
In July 2011, Ah Beng was at his accountant’s office to talk about taxation matters. Whilst there, his accountant gave him a prospectus issued by Ionic Ltd., a company listed on the Singapore Stock Exchange, to take home to read and if interested, to follow the instructions about investing in new shares in the company which were to be quoted on the Exchange.
After reading the prospectus, Ah Beng was convinced that he was going to make a lot of money investing in the company which had stated that it had discovered a huge gold deposit in Western Australia. The prospectus contained a report by a geologist which stated that the gold was near the surface and therefore, easily mined. The prospectus also contained estimations of the amount of profits which it could make based on the current high price of gold.(False and/or Misleading Statements)
Criminal Lability Under S253(Jail and/or fine company is liable if it is an entity. Directions are liable. Statements are materially adverse from viewpoint of investors including Ah Beng. Who else is liable? The Accountant? No advice or false or misleaeding statement. Did he act intentionally or recklessly? No. No Lability. Could Geologist be liable? Yes, as his a conman. Actions were intentional.
S254 Civil Lability
Directors liable any defences under s255 SFA? Any defences under s255 SFA? Reasonable reliance on geologist, reports is reliance here reasonable. He is a conman. Not reasonable. Inquries Defence, May fail. Geologist liable to compensate no defence. Accountant assuming he made statements. Yes, if not. No. Ah beng will receive compensation for his loss.
ALTERNATIVE
Misrepresentaton.
False Statement Made during negotiation that induces one into contract
Geologist is dishonest and fraudulent misrepresentation.