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PART A
You are A.Trainee at NewLaw LLP. You have received the following email from your supervisor. Please read this and Document A and the Company Search reports in Document B
Prepare a memorandum giving advice on whether the Company can take any action against its former director Michael Rowlands for breach of his directors’ duties, and if so, which duty.
Please give all statutory/case law references as a footnote to the memorandum.

To: [email protected]
From: [email protected]
Subject: HiveLog Ltd dispute with director Michael Rowlands
Ref: SS/1234
Date: [ ]

Dear Trainee

I met with Mani Raja, an authorised representative of a new client HiveLog Ltd (Hive) yesterday. I attach my note of the meeting (Document A). Please research the issues as a matter of urgency and draft a memorandum of advice as to whether Hive can take any action against its former director Michael Rowlands for breach of his directors’ duties and, if so, which duty.

Please ensure that you cite the law, give all statutory/case law references as a footnote to the memorandum as I will put your memo on the training file.

Many thanks

Sarauniya Supervisor
Associate Solicitor
NewLaw LLP
[email protected]

 

PART B
This is a continuation of the facts in part A. Assume today is Monday 8th May 2023
After an extensive recruitment drive Hive has now found a new technology director to replace Michael, namely Dr James Gray, an expert in technology and all forms of data mining, data extraction and analysis. He is to be appointed as Director of Technology and Development and granted a three-year fixed term service contract; he is available to start immediately.
Hive wants to appoint him as a director and grant the service contract at the same time and as quickly as possible and before Mani goes away on holiday on Saturday 13th May. The proposed terms of the contract are now agreed in principle with Dr Gray, so the service contract can be finalised very quickly ready for all parties to sign and date. Do note that the service contract will contain a power of attorney clause in respect of various matters which means the contract needs to be signed as a deed by Hive.
Mani has called a board meeting for Wednesday 10th May and wants the appointment and the grant of the service contract to be concluded on Wednesday. All the board are able to be present at the board meeting. Surinder Gill a representative from Ellis Private Equity Ltd (EPE) with authority to act for EPE is also in the office on Wednesday in relation to other issues but can be available if needed to do anything in relation to the appointment and granting of the service contract. All directors and shareholders are in agreement about the appointment and the proposed terms of the service contract. Dr Gray has also been invited to the office on Wednesday and will be standing by to sign his service contract.
Please advise:
1. Which resolutions will be required to appoint Dr Gray and award the service contract? Please ensure you give any board and shareholder resolutions.
2. If shareholder resolutions are needed to appoint Dr Gray and award the service contract which shareholder procedure should be followed to propose the resolutions to shareholders? Please explain the rationale for your choice.
3. Please briefly explain the procedure you have chosen above at 2, the voting requirements, and whether the resolutions will pass.
4. Please explain how the service contract will be executed.
There is no need to give a full chronological procedure plan, you are not required to detail any internal or external filing needed.

PART C
This is a continuation of the facts in parts A and B . It is one year later.
Dr Gray on behalf of Hive is working with another company Link Ltd,( its representative on the project is Viktor Laszio) and an entrepreneur Anika Sharma (Anika) on a business project to develop new blockchain technology.
No agreement was ever signed in relation to the project, but the parties have nevertheless been working together to develop the project. The parties are working together on the following terms:
1. They have agreed to combine their know-how and expertise to develop, produce and distribute the new technology. Some of the technology is already at testing stage.
2. Each legal person has its own area of responsibility in respect of the development of the products. Anika made a considerable capital contribution at the outset and Dr Gray on behalf of Hive has contributed know-how in the early stages of development and is key in terms of research and development, Link Ltd ‘s particular expertise will only be required in the later phases of development, but Link Ltd is included in all discussions and has contributed capital. Hive has not contributed capital, but when working on the project they all work from a building provided by Hive.
3. Dr Gray as a representative of Hive and Viktor Laszio a representative from Link Ltd and Anika meet on a monthly basis to discuss progress and to take decisions affecting future development strategy.
4. The parties propose to share equally any profits or losses of the project which may arise as a result of the production and sale of the products, or the sale/licensing of any intellectual property that may arise from the development of the technology.
Mani as CEO of Hive is excited about the project but is concerned about the fact that no agreement was drawn up and has sought your advice, although they never intended more than a contractual relationship Mani is concerned that they may have inadvertently created a partnership.
Please advise as to whether Hive has entered into a partnership with Anika Sharma and Link Ltd to develop and sell this technology.

 

Sample Answer

Compelling correspondence is essential to the achievement all things considered but since of the changing idea of the present working environments, successful correspondence turns out to be more troublesome, and because of the numerous impediments that will permit beneficiaries to acknowledge the plan of the sender It is restricted. Misguided judgments.In spite of the fact that correspondence inside the association is rarely completely open, numerous straightforward arrangements can be executed to advance the effect of these hindrances.

Concerning specific contextual analysis, two significant correspondence standards, correspondence channel determination and commotion are self-evident. This course presents the standards of correspondence, the act of general correspondence, and different speculations to all the more likely comprehend the correspondence exchanges experienced in regular daily existence. The standards and practices that you learn in this course give the premise to additionally learning and correspondence.

This course starts with an outline of the correspondence cycle, the method of reasoning and hypothesis. In resulting modules of the course, we will look at explicit use of relational connections in close to home and expert life. These incorporate relational correspondence, bunch correspondence and dynamic, authoritative correspondence in the work environment or relational correspondence. Rule of Business Communication In request to make correspondence viable, it is important to follow a few rules and standards. Seven of them are fundamental and applicable, and these are clear, finished, brief, obliging, right, thought to be, concrete. These standards are frequently called 7C for business correspondence. The subtleties of these correspondence standards are examined underneath: Politeness Principle: When conveying, we should build up a cordial relationship with every individual who sends data to us.

To be inviting and polite is indistinguishable, and politeness requires an insightful and amicable activity against others. Axioms are notable that gracious “pay of graciousness is the main thing to win everything”. Correspondence staff ought to consistently remember this. The accompanying standards may assist with improving courtesy:Preliminary considering correspondence with family All glad families have the mystery of progress. This achievement originates from a strong establishment of closeness and closeness. Indeed, through private correspondence these cozy family connections become all the more intently. Correspondence is the foundation of different affiliations, building solid partners of obedient devotion, improving family way of life, and assisting with accomplishing satisfaction (Gosche, p. 1). In any case, so as to keep up an amicable relationship, a few families experienced tumultuous encounters. Correspondence in the family is an intricate and alluring marvel. Correspondence between families isn’t restricted to single messages between families or verbal correspondence.

It is a unique cycle that oversees force, closeness and limits, cohesiveness and flexibility of route frameworks, and makes pictures, topics, stories, ceremonies, rules, jobs, making implications, making a feeling of family life An intelligent cycle that makes a model. This model has passed ages. Notwithstanding the view as a family and family automatic framework, one of the greatest exploration establishments in between family correspondence centers around a family correspondence model. Family correspondence model (FCP) hypothesis clarifies why families impart in their own specific manner dependent on one another ‘s psychological direction. Early FCP research established in media research is keen on how families handle broad communications data. Family correspondence was perceived as an exceptional scholastic exploration field by the National Communications Association in 1989. Family correspondence researchers were at first impacted by family research, social brain science, and relational hypothesis, before long built up the hypothesis and began research in a family framework zeroed in on a significant job. Until 2001, the primary issue of the Family Communication Research Journal, Family Communication Magazine, was given. Family correspondence is more than the field of correspondence analysts in the family. Examination on family correspondence is normally done by individuals in brain science, humanism, and family research, to give some examples models. However, as the popular family correspondence researcher Leslie Baxter stated, it is the focal point of this intelligent semantic creation measure making the grant of family correspondence special. In the field of in-home correspondence, correspondence is normally not founded on autonomous messages from one sender to one beneficiary, yet dependent on the dynamic interdependency of data shared among families It is conceptualized. The focal point of this methodology is on the shared trait of semantic development inside family frameworks. As such, producing doesn’t happen in vacuum, however it happens in a wide scope of ages and social exchange.

Standards are rules end up being followed when performing work to agree to a given objective. Hierarchical achievement relies significantly upon compelling correspondence. So as to successfully impart, it is important to follow a few standards and rules. Coming up next are rules to guarantee powerful correspondence: clearness: lucidity of data is a significant guideline of correspondence. For beneficiaries to know the message plainly, the messages ought to be sorted out in a basic language. To guarantee that beneficiaries can without much of a stretch comprehend the importance of the message, the sender needs to impart unmistakably and unhesitatingly so the beneficiary can plainly and unquestionably comprehend the data.>

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