題目
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Don was instrumental in forming Eden plc, which was registered and received its trading certificate in?December 20X4. It has subsequently come to the attention of the board of directors that the following events?had taken place prior to the incorporation of the company:?

Don entered into a contract in the company's name to buy computer equipment, which the board of?directors does not wish to honour.

?Don entered into a contract in the company's name to develop a particular patent, which the board of?directors of Eden wishes to pursue but in relation to which the other party does not wish to proceed.?

Don entered into an agreement with Fad Ltd for business equipment. The agreement was made 'subject to?adoption by Eden plc' but now Eden plc does not wish to pursue the agreement.?

24

【論述題】

?Explain whether Eden plc is liable for the computer equipment contract?

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考點：Chapter13Companyformation

?The general rule is that a promoter is personally liable on any completed pre-incorporation contract entered?into with a third party. A pre-incorporation contract is a contract purported to be made by a company or its?agent at a time before the company has received its certificate of incorporation.?

?In the situation involving the computer equipment, the directors of Eden plc are not legally bound to honour?the purported contract with the supplier. The supplier will have to take action against Don for breach of?contract.??

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Vlad generates a substantial income from illegal tax evasion and sought advice from Gloria (his personal accountant) on how to dispose of his illegal earnings. Gloria suggested that to disguise the source of the funds, Vlad should purchase a chain of restaurants and pass his gains from the illegal operation through the restaurants' accounts. Vlad agreed with Gloria’s proposal and appointed her as the restaurant chain’s finance director and together they passed the illegal money through the operation.

25

【論述題】

State the offence of money laundering.

State whether Gloria has any liability for money laundering.

State whether Vlad has any liability for money laundering.

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In January the board of directors of Huge plc decided to make a takeover bid for Large plc. After the decision?was taken, but before it is announced, the following chain of events occurs:?

(1) Slye, a director of Huge plc, buys shares in Large plc?

(2) Slye tells his friend Mate about the likelihood of the takeover and Mate buys shares in Large plc?

(3) At a dinner party Slye, without actually telling him about the takeover proposal, advises his brother?Tim to buy shares in Large plc and Tim does so?

28

【論述題】

?State whether Slye committed insider dealing when he bought shares in Large plc?

?State whether Mate has any liability for insider dealing?

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