1. Suppose you are a company secretary of a company. Write a report advising the chairperson on theprocedure of convening a general meeting the purpose of which is to remove a director.

  1. Betty and Candy were the only two directors of A Ltd which was a private company. They held 60% ofthe company’s issued shares and the remaining shares were held by Queenie. Recently A Ltd acquired the assets of B Ltd which were priced at HK$ 10 million. Queenie had then discovered that Betty and Candy held a substantial shareholding in B Ltd at the time of the transaction. Furthermore, Queenie now believed that, as advised by an independent accountant, A Ltd had overpaid HK$5 million for the assetsbought from B Ltd. Queenie wanted to leave the A Ltd and asked Betty and Candy to buy out her shares ata fair price. However, they turned down her request.

Advise Queenie on the remedies, if any, available to her.

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  1. Isaac is an executive director of X Ltd. Amy is a non-executive director of the company. Amy is also aconsultant to Y Ltd. Last week, in a directors’ meeting being attended by all the directors, X Ltd decided to enter into a contract with Y Ltd. In the meeting, thinking that her role in X Ltd is only to ensure all thetrading documents of the company are properly made, Amy did not disclose her relationship with Y Ltdat the time the decision was made to enter into a contract with Y Ltd. Isaac has discovered therelationship between Amy and Y Ltd and has demanded Amy pay back to X Ltd the profit she earned under the contract with Y Ltd.

Advise Amy.


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