Oxford BA: Company Law Exam Paper

"The corporate veil should only be pierced as a last resort, and even then, only to prevent the evasion of existing legal obligations." Critically assess the scope of veil-piercing after Prest v Petrodel [2013].

Alpha Ltd is a company with two directors, Sarah and Tom. Sarah causes Alpha to enter a contract to purchase a warehouse from a company she secretly owns. Tom discovers this and also learns that Sarah has been using Alpha's business contacts to divert profitable contracts to her own consultancy business. Alpha is now insolvent. Advise Tom as to: (a) Sarah's potential breaches of directors' duties, and (b) what remedies are available.

"The derivative claim under Part 11 Companies Act 2006 has made it too easy for minority shareholders to bring speculative litigation against directors." Discuss.

Green Gardens Ltd is a quasi-partnership company run by three friends: Amir (40% shares), Bianca (30%), and Carlos (30%). Amir is managing director. He increases his own salary by 300%, refuses to pay dividends, and excludes Bianca and Carlos from management decisions. He has also recently incorporated a rival company. Advise Bianca and Carlos.