LAW OF ORGANISATIONS
From: A Supervisor To: A Trainee Ref: 101483/3012 Date: 1 September 2017 Client: Earth’s Own Cereals Limited Matter: Possible expansion of business and related matters. Please have a look at the attached email (Document 2) from Miriam Aaronson, the managing director of Earth’s Own Cereals Limited (‘EOC’). EOC is a new client for us and Miriam has indicated she is instructing us because EOC’s board is not happy with some of the advice EOC’s previous solicitor gave them. EOC is a small company set up nearly three years ago.
It is a distributor of organic breakfast cereals which it sells to supermarkets and other shops. It has achieved a reasonable market share in a short space of time, and is fairly successful in a modest way, though the company is small.
The company has a small warehouse in Brentwood, where they also have their offices. Initial investment was not enormous, all of it coming from a mixture of personal loans from Nathan Levitt and Miriam, which are not secured by charges, as well as investment by way of shares. Nathan and Miriam are both directors, and there is a third director, Dawood Dairy Limited. The shareholdings and directorships are set out in the company information sheet I have put together (Document 3).
The other documents you will need for your report are:
I would be grateful if you could write a report for me, addressing the issues Miriam raises, specifically:
1. What are the characteristics of fixed and floating charges, and what is the possible impact of the charges on the loans made by Miriam and Nathan to EOC?
2. How does the Special Article impact on the directors’ decision in relation to the loan?
3. Is it a problem that one of the directors is a company? If so, what should be done about this?
4. What are the methods available to EOC for passing of any necessary shareholder resolutions?
5. Could the Bribery Act 2010 apply to an agent acting on behalf of EOC in the Republic of Ireland? If so, is there anything EOC should do to limit or restrict any possible problems that it might face?
Your report should begin with a short summary of legal and practical advice, followed by further detail and analysis (with application to the facts) for each separate question.