Question 1. Explain how a company may change its constitution. In your answer discuss the relevant provisions of the Corporations Act 2001 (Cth) AND any relevant common law cases. Question 2. Samuel was a promoter of a company called Edmanuals Pty Ltd. Six months before the company was registered Samuel signed a contract on behalf of Edmanuals Pty Ltd for $10,000.00 per month for 6 months for the hire of a 2008 CLS500 Mercedes Benz motor vehicle from Samuel’s Cars Pty Ltd. Samuel is the sole director and sole shareholder of Samuel’s Cars Pty Ltd. Edmanuals Pty Ltd does not want to honour the contract. Advise Edmanuals Pty Ltd. Question 3. Giving examples from both the Partnership Act 1892 (NSW) and the Corporations Act 2001 (Cth), explain what is meant at law by apparent or ostensible authority. Question 4 Maree is an experienced accountant and audits the financial report of IOD Ltd. During the audit she suspects that a contravention of the Corporations Act 2001 (Cth) has occurred. What contractual duties does Maree owe IOD Ltd under the common law? What is Maree required to do if she suspects a contravention of the Corporations Act? Question 5. Why is Gambotto v WCP (1995) 13 ACLC 342 an important decision? Question 6. “The law recognises a corporation as a distinct legal entity, having a separate existence and a corporate personality of its own, quite apart from the members who comprise it.” Discuss this statement with reference to the main legal consequences both at common law and under the Corporations Act 2001 (Cth).
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