business law (roi)

Financial Accounting Sample Paper 1 of 22

Business Law (ROI)

Sample Paper 2

2020/2021

Questions & Suggested solutions

NOTES TO USERS ABOUT SAMPLE PAPERS

Sample papers are published by Accounting Technicians Ireland. They are intended to provide guidance to

students and their teachers regarding the style and type of question, and their suggested solutions, in our

examinations. They are not intended to provide an exhaustive list of all possible questions that may be

asked and both students and teachers alike are reminded to consult our published syllabus (see

www.AccountingTechniciansIreland.ie) for a comprehensive list of examinable topics.

There are often many possible approaches to the solution of questions in professional examinations. It

should not be assumed that the approach adopted in these solutions is the only correct approach, particularly

with discursive answers. Alternative answers will be marked on their own merits.

This publication is copyright 2020 and may not be reproduced without permission of Accounting

Technicians Ireland.

© Accounting Technicians Ireland, 2020.

http://www.accountingtechniciansireland.ie/

Business Law (ROI) Sample Paper 2 of 22

Accounting Technicians Ireland

1st Year Examination: Sample Paper 2

Paper: BUSINESS LAW (ROI)

EXAM DURATION: THREE HOURS

INSTRUCTIONS TO CANDIDATES

For candidates answering in accordance with the law and practice of Northern Ireland.

Section A answer ANY SIXTEEN of the TWENTY questions.

Section B answer ANY FOUR of the SIX questions.

If more than the required questions are answered in Section A and Section B, then only the correct

number of questions, in numerical order, will be corrected.

Candidates should allocate their time carefully.

Cite any relevant authorities and/or statutory provisions to support your answers. Marks will be

awarded for specific reference to sections of the Acts/Orders and decided cases. Answers should be

illustrated with examples, where appropriate.

Question 1 begins on Page 2 overleaf.


SECTION A

Answer any Sixteen of the following questions

Question 1

A. State the TWO main eligibility criteria to be entitled to a statutory redundancy payment in

Ireland.

(2 marks)

B. Dalton Printing Ltd needs to make 10 of its 80 production staff redundant. Outline any TWO

fair selection criteria that Dalton Printing Ltd can use to select which 10 staff are to be made

redundant.

(3 marks)

Total 5 marks

Question 2

A. In the context of employment law, define the meaning of the term constructive dismissal, and

state the burden of proof where such a claim arises.

(2 marks)

B. Outline how the fundamental breach of contract test is applied by the Court is assessing

claims of constructive dismissal, citing any ONE specific example of an action that may

amount to a fundamental breach of contract.

(3 marks)

Total 5 marks

Question 3

A. State any FOUR obligations imposed upon a Data Controller in order to ensure the security

of personal data.

(4 marks)

B. Which ONE of the following statements is TRUE?

(1) Any significant data protection breach must be notified to the Data Protection

Commission within 24 hours of that breach





(1 mark)

Total 5 marks

Question 4

List any FIVE rights of the data subject, pursuant to the terms of the Data Protection Acts 1988-

2018 and the General Data Protection Regulation.

Total 5 marks


Question 5

Describe the characteristics of a Designated Activity Company.

Total 5 marks

Question 6

A. State the role of the Office of the Director of Corporate Enforcement, commenting

specifically on its main functions.

(4 marks)

B. Which ONE of the following statements is correct?

(1) A person found guilty of a Category 4 offence under the Companies Act 2014 may be

subject on summary conviction to a class A fine


subject on summary conviction to a term of imprisonment not exceeding 12 months


subject on summary conviction to a class A fine and/or a term of imprisonment not

exceeding 12 months

(1 mark)

Total 5 marks

Question 7

Serena is a partner is an interior design partnership, Perfect Contours. She recently purchased

€12,000 worth of Fabric from Rexford Manufacturing, but used it for her own personal purposes

and not for the firm’s business. When Perfect Contours discovered this, they refused to pay the

€12,000 invoice received from Rexford Manufacturing.

Explain whether Perfect Contours is legally obligated to pay Rexford Manufacturing by

discussing the law of agency in the context of a partnership agreement.

Total 5 marks

Question 8

List any FIVE terms that it would be advisable to include in a Partnership Agreement (also known

as the Deed of Partnership).

Total 5 marks

Question 9

A. The summary approval procedure allows a company to engage in certain transactions in

relation to their capital that are otherwise prohibited. State any ONE capital transaction that

is permitted by effecting the summary approval procedure.

(1 mark)

B. Describe the steps involved in enacting the summary approval procedure.

(4 marks)

Total 5 marks


Question 10

A. State any FOUR characteristics of an ordinary share.

(4 marks)

B. Which ONE of the following describes a share that the company issues with the intention of

buying it back at a specified future date?

(1) A preference share

(2) A deferred share

(3) A redeemable share

(1 mark)

Total 5 marks

Question 11

A. Describe the nature of a Restriction Order and state the main ground upon which such an

Order is imposed.

(3 marks)

B. Define the meaning of the term shadow director and state the nature of their liability.

(2 marks)

Total 5 marks

Question 12

A. Explain the rule regarding director’s loans under the terms of the Companies Act 2014.

(2 marks)

B. List any THREE exceptions to that rule.

(3 marks)

Total 5 marks

Question 13

A. Explain the nature of the duty imposed upon companies to maintain adequate accounting

records.

(4 marks)

B. State the requisite period of time for which companies are obligated to maintain their

accounting records.

(1 mark)

Question 14

Explain the prescribed content of an auditor’s report, pursuant to the Companies Act 2014.

Total 5 marks


Question 15

A. State any THREE effects of the appointment of an examiner to a company.

(3 marks)

B. List any TWO actions that may be taken by the Court, on receipt of an examiners report.

(2 marks)

Total 5 marks

Question 16

List any FIVE duties or powers of a company liquidator.

Total 5 marks

Question 17

In the context of the offence of insider trading/dealing and pursuant to the terms of the Market

Abuse (Directive) Regulations 2016 and the Companies Act 2014 define the meaning of each of

the following terms:

A. Inside information

(3 marks)

B. An insider

(2 marks)

Total 5 marks

Question 18

Explain the meaning of the term summary dismissal, and state any TWO examples of conduct

that could result in a summary dismissal.

Total 5 marks

Question 19

A. State any TWO characteristics of a fixed charge.

(2 marks)

B. Describe the applicable rules regarding the registration of a fixed charge.

(3 marks)

Total 5 marks

Question 20

Describe the nature of a Data Protection Impact Assessment (DPIA) and state any THREE pieces

of information likely to be included in a DPIA.

Total 5 marks


SECTION B

Answer any FOUR of the following questions

Question 1

A. List any THREE classifications of cases that fall within the jurisdiction of the High Court.

(3 marks)

B. The Supreme Court has original jurisdiction (not appeals) to hear two types of cases. Name

both of those cases.

(2 marks)

Total 5 marks

Question 2

A. In the context of contract formation, explain the effect of the postal rule.

(2 marks)

B. List any THREE methods by which an offer can be terminated.

(3 marks)

Total 5 marks

Question 3

A. Describe the obligations imposed upon a seller under the Sale of Goods legislation in relation

to merchantable quality.

(3 marks)

B. List any TWO remedies available to consumer for a breach of the Sale of Goods legislation.

(2 marks)

Total 5 marks

Question 4

In the context of the law of tort and duty of care:

A. Explain the doctrine known as the neighbour principle.

(2 marks)

B. List the THREE factors used to determine the existence of a duty of care, known as the Three-

Tier test or Modern-Day test.

(3 marks)

Total 5 marks

Question 5

State any FIVE statements or declarations that must be submitted to the Companies Registration

Office to register a Private Company Limited by Shares (LTD).

Total 5 marks


Question 6

Voting can take place at meetings through a show of hands and a poll. Discuss the nature of each

method.

Total 5 marks


SECTION A

Answer any Sixteen of the following questions

Question 1

A. State the TWO main eligibility criteria to be entitled to a statutory redundancy payment in

Ireland.

(2 marks)

B. Dalton Printing Ltd needs to make 10 of its 80 production staff redundant. Outline any TWO

fair selection criteria that Dalton Printing Ltd can use to select which 10 staff are to be made

redundant.

(3 marks)

Total 5 marks

• A. Eligibility Requirements for Redundancy: (1) the worker must be employed under a

contract of service, (2) the worker must be dismissed by reason of redundancy, (3) the worker

must be aged over 16 years, with at least 2 years service after their 18th birthday (any 2 = 2

marks)

• B. Fair Selection Criteria: an employer must utilise an independent selection criteria, such

as: (1) last in first out – wherein the most recently hired employees are made redundant, (2)

skills required and qualifications of workers – this usually involves psychometric testing of

employees, (3) productivity/performance – provided there is a proper mechanism for

assessing this, (4) attendance and disciplinary records (provided people with disabilities are

not discriminated against), or (5) absence and time keeping records (provided they are

accurate on not based on pregnancy or discriminatory reasons) (any 2 = 3 marks)

Question 2

A. In the context of employment law, define the meaning of the term constructive dismissal, and

state the burden of proof where such a claim arises.

(2 marks)

B. Outline how the fundamental breach of contract test is applied by the Court is assessing

claims of constructive dismissal, citing any ONE specific example of an action that may

amount to a fundamental breach of contract.

(3 marks)

Total 5 marks

• A. Constructive Dismissal: this is where the employee terminates the contract under which

they are employed because of the conduct of the employer – the conduct of the employer

must be sufficiently serious as to entitle the employee to resign from their employment (1

mark) – in this instance the onus lies on the employee to prove that what has happened

amounted to a dismissal (1 mark)


• B. Fundamental Breach of Contract: this test considers whether the actions of the

employer are in breach of their fundamental contractual obligations to their employees, and

generally arises where the employer has effected a unilateral alteration of the employment

contract (2 marks) – examples of actions that may be considered a fundamental breach of

contract include: (1) changes to employee’s pay – such as a reduction in pay even by a small

amount or the non-payment of employee’s tax and PRSI payments, (2) change in hours of

work – or to the shift pattern, unless the employer has a contractual right to do so, (3) change

in the location of the employment – assuming that the contract does not contain a mobility

clause, (4) unjustified series of warnings – in order to force the employee to leave rather than

to encourage him to improve, (5) failure to investigate sexual harassment or abuse, (6) failure

to make the workplace employee friendly – such as failure to implement a ‘no smoking’

policy or failure by an employer to make reasonable adjustments to a workplace for an

employee suffering with a disability – (any 1 = 1 mark)

Question 3

A. State any FOUR obligations imposed upon a Data Controller in order to ensure the security

of personal data.

(4 marks)

B. Which ONE of the following statements is TRUE?







(1 mark)

Total 5 marks

• A. Data Protection Security Obligations: these include the following: (1) a Data

Controller is required to undertake appropriate technical and organisational measures to

prevent against unauthorised or unlawful processing of personal data, (2) they are also obliged

to protect against accidental loss or destruction of, or damage to, personal data, (3) technical

security could include ensuring that data is encrypted and password protected or that firewalls

are in place to prevent unauthorised accessing of data, as well as protocols to allow the

recovery of data, which is accidentally lost, altered or destroyed – it could also include data

pseudonymisation or data minimisation, (4) organisational measures could include restricting

people who can access the data (as well as alter, disclose or destroy it), locking filing cabinets

containing data, having a proper alarm system or CCTV, controlling access to business

premises, supervising visitors, and ensuring the secure disposal of data, (5) a Data Controller

is also obliged to ensure that staff are trained on security protocols, (6) that there is a regular

reviews of security measures, and (7) to certify that regular risk assessments of potential

dangers are conducted (any 4 = 4 marks)


• B. Reporting Breaches: the correct answer is (3) – a significant breach must be reported

within 72 hours (1 mark)

Question 4

List any FIVE rights of the data subject, pursuant to the terms of the Data Protection Acts 1988-

2018 and the General Data Protection Regulation.

Total 5 marks

• Rights of the Data Subject: these include the following: (1) the right to information when

personal data is collected, (2) the right to establish whether personal data is being held, (3)

the right of access to their personal data, (4) the right to have personal data corrected or erased,

where appropriate – this specifically encompasses a right to be forgotten (de-listed), (5) the

right to restriction of processing, including a right not to be subject to a decision based on

profiling, (6) the right to data portability, and (7) the right to object to disclosure of data to

third parties (any 5 = 5 marks)

Question 5

Describe the characteristics of a Designated Activity Company.

Total 5 marks

• Characteristics of a Designated Activity Company: these include the following: (1) it is

created by registering a Memorandum and Articles of Association with the CRO, (2) it must

have a minimum of two directors, (3) it is required to have an objects clause – stating the

purpose for which the company was established, (4) the name of the company must end in

DAC or its equivalents, (5) the company secretary can be one of the directors of the company,

(6) it is required to hold an AGM if the company has two or more members, (7) it has limited

liability and has a share capital, (8) it can have between 1 and 149 members, (9) it has separate

legal existence to its members, (10) it has perpetual existence, and (11) the members can have

limited liability (any 5 = 5 marks)

Question 6

A. State the role of the Office of the Director of Corporate Enforcement, commenting

specifically on its main functions.

(4 marks)

B. Which ONE of the following statements is correct?


subject on summary conviction to a class A fine


subject on summary conviction to a term of imprisonment not exceeding 12 months



subject on summary conviction to a class A fine and/or a term of imprisonment not

exceeding 12 months

(1 mark)

Total 5 marks

• A. Office of the Director of Corporate Enforcement: this is the body in Ireland

responsible for the regulation of companies, and in particular the enforcement of company

law (1 mark) – its main functions include: (1) advocacy – which revolves around encouraging

compliance with company law, (2) enforcement – which focuses on the investigation of

alleged breaches of company law and the enforcement of sanctions, where appropriate, and

(3) supervision – the ODCE has an insolvency unit, which supervises liquidators in the

performance of their functions and reviews the contribution of company officers (whether

fraudulent or otherwise) towards the insolvency of a company (any 2 = 3 marks)

• B. Corporate Offences: the correct answer is (1), a category 4 offence only attracts a class

A fine (1 mark)

Question 7

Serena is a partner is an interior design partnership, Perfect Contours. She recently purchased

€12,000 worth of Fabric from Rexford Manufacturing, but used it for her own personal purposes

and not for the firm’s business. When Perfect Contours discovered this, they refused to pay the

€12,000 invoice received from Rexford Manufacturing.

Explain whether Perfect Contours is legally obligated to pay Rexford Manufacturing by

discussing the law of agency in the context of a partnership agreement.

Total 5 marks

• Agency and Partnerships: the contract between Perfect Contours and Rexford

Manufacturing is legally enforceable as although Serena did not have the actual authority to

create this contract (either express or implied), the contract is enforceable by an application

of the law in relation to ostensible authority (2 marks) – this authority arises where the

principal allows a third party to believe that the person is his agent or where the actions of

the principal have postulated this fact – this situation may arise where a person acted as agent

in the past and continues to act as such after the agency relationship has been terminated – it

may also arise by a course of dealing – such as in the case of employees or a partner in a

partnership, examples include: Panorama Developments (Guildford) Limited v Fidelis

Furnishing Fabrics Limited (1971), Freeman & Lockyer V Buckhurst Park Properties

(Mangal) Limited (1964) (3 marks)

Question 8

List any FIVE terms that it would be advisable to include in a Partnership Agreement (also known

as the Deed of Partnership).

Total 5 marks


• Partnership Agreement/Deed of Partnership: this generally includes the following terms:

(1) the nature of the firm’s business, the name of the firm and its principal place of business,

(2) the capital and property of the firm and the proportion in which it is contributed by each

partner, (3) the date of commencement and the intended duration of the partnership, (4)

provision for the payment of salaries, if any, to the partners, (5) rights, obligations and duties

of each individual partner i.e. the legal relationship between the different partners, (6)

provision for audits and accounts, partner drawings, partnership meetings, (7) division of

profits and losses, (8) the procedure to be adopted on the death, retirement or bankruptcy of

a partner, (9) the procedure for the valuation of the goodwill and assets on the sale of the

partnership or on the death of a partner, (10) provision for the dissolution of the partnership,

(11) provision for the admission of an additional partner or the expulsion of an existing

partner, and (12) an arbitration clause setting down the procedure to be used in solving

disputes (any 5 = 5 marks)

Question 9

A. The summary approval procedure allows a company to engage in certain transactions in

relation to their capital that are otherwise prohibited. State any ONE capital transaction that

is permitted by effecting the summary approval procedure.

(1 mark)

B. Describe the steps involved in enacting the summary approval procedure.

(4 marks)

Total 5 marks

• A. Capital Transactions: these include the following: (1) the purchase by a company of its

own shares, (2) the provision of financial assistance by a company for the purchase of its own

shares, or (3) the alteration of the company’s share capital (any 1 = 1 mark)

• B. Summary Approval Procedure: this procedure involves four steps as follows: (1) a

declaration of solvency must be made by the directors of the company, (2) a special resolution

of the shareholders at a general meeting must be passed within 12 months of effecting the

reduction, (3) a report of an independent person qualified to act as a statutory auditor must

confirm that the declaration of solvency is not unreasonable, and (4) a copy of the declarations

and resolutions must be forwarded to the Registrar of Companies (CRO) (4 = 4 marks)

Question 10

A. State any FOUR characteristics of an ordinary share.

(4 marks)

B. Which ONE of the following describes a share that the company issues with the intention of

buying it back at a specified future date?

(4) A preference share

(5) A deferred share

(6) A redeemable share

(1 mark)

Total 5 marks


• A. Characteristics of an Ordinary Share: these include the following: (1) ordinary

shareholders are the main risk takers in the company as they bear the burden of the company’s

fortunes and they are the last to be paid upon the liquidation of the business, (2) ordinary

shareholders are generally only paid dividends following payment to the preference

shareholders, (3) ordinary shareholders are paid a variable dividend, which varies in

accordance with the profit/performance of the company – this right is not cumulative), and

(4) ordinary shares are generally voting shares and these shareholders can influence company

policy by exercising voting rights at general meetings (AGM/EGM) relating to company

business (4 = 4 marks)

• B. Types of Shares: the correct answer is (3) – a redeemable share may be issued as such,

but may also arise from conversion (1 mark)

Question 11

A. Describe the nature of a Restriction Order and state the main ground upon which such an

Order is imposed.

(3 marks)

B. Define the meaning of the term shadow director and state the nature of their liability.

(2 marks)

Total 5 marks

• A. Restriction Order: this is an Order imposed upon a company director or shadow

director, which restricts them from acting directly or indirectly as a director or secretary of

any company for a period of up to five years (unless the company is highly capitalised (issued

capital of €100,000 in an LTD/DAC or €500,000 in a PLC), in order to prevent the conduct

of phoenix trading (2 marks) – it is imposed where a person is an officer of an insolvent

company, or was an officer within 12 months of the insolvent liquidation of the company (1

mark)

• B. Shadow Director: a shadow director is a person in accordance with whose directions or

instructions the directors of a company are accustomed to act – this person does not take the

title of director and remains in the background of a company, but they instruct and direct the

board of directors as to how to act in relation to company matters – consequently they have

the exact same liability as a properly appointed de jure director (2 marks)

Question 12

A. Explain the rule regarding director’s loans under the terms of the Companies Act 2014.

(2 marks)

B. List any THREE exceptions to that rule.

(3 marks)

Total 5 marks


• A. Loans to Directors: Section 239 CA 2014 contains a prohibition against loans/quasi

loans/credit transactions and guarantees from a company or its subsidiaries to a director or

any connected person (2 marks)

• B. Permissible Exceptions: there are some exceptions to this prohibition, including: (1)

where the loan is less than 10% of the value of the company’s assets (Section 240) or (2)

intra-company transactions – where the loan is between a holding company, sister company

or a subsidiary (Section 243), or (3) the advancing of money to a director for reasonable

business expenses (Section 244) – which must be vouched for within a reasonable time

period, or (4) where the transaction is in the normal course of business – in regular trade terms

(Section 245) – such as where the company is a bank or financial institution, or (5) where the

summary approval procedure is applied (Section 242) (any 3 = 3 marks)

Question 13

A. Explain the nature of the duty imposed upon companies to maintain adequate accounting

records.

(4 marks)

B. State the requisite period of time for which companies are obligated to maintain their

accounting records.

(1 mark)

Total 5 marks

• A. Maintenance of Accounting Records: a company is under a duty to keep up to date

accounting records sufficient to: (1) show and explain the financial transactions of the

company, (2) disclose with reasonable accuracy at any time, the financial position of the

company, (3) enable the directors to ensure that any accounts required to be prepared comply

with the requirements of the Companies Acts (4 marks)

• B. Period of Maintenance: a company must maintain accounting records for a period of 6

years too which they relate (1 mark)

Question 14

Explain the prescribed content of an auditor’s report, pursuant to the Companies Act 2014.

Total 5 marks

• Prescribed Content of an Auditor’s Report: the auditor must certify in his report: (1) that

all the necessary information and explanations, which to his best knowledge and belief, is

necessary for the purpose of the audit, has been obtained, (2) that in his opinion proper books

of accounts have been maintained by the company, (3) that in his opinion proper returns

were received, and (4) that in his opinion the balance sheet and profit and loss account are

in agreement with the company’s accounts and returns, (5) that in his opinion the company’s

balance sheet and profit and loss account have been prepared in accordance with the

Companies Acts and provide a true and fair view of the company’s financial affairs, (6)


whether, in his opinion, there exists a financial situation that necessitates convening an

extraordinary general meeting – such as maintenance of capital provisions, (7) details of any

particulars of any transactions involving directors, which have not been disclosed in the notes

to the accounts, and (8) whether, in his opinion, the information given in the Directors’

Report is consistent with the accounts prepared for that year (any 5 x 1 = 5 marks)

Question 15

A. State any THREE effects of the appointment of an examiner to a company.

(3 marks)

B. List any TWO actions that may be taken by the Court, on receipt of an examiners report.

(2 marks)

Total 5 marks

• A. Effects of Examinership: (1) no action for liquidation can be brought against the

company, (2) no receiver may be appointed, (3) no creditor can enforce a claim against the

company, (4) the company is immune from legal action, (5) the return of goods held under a

retention of title clause cannot be reclaimed, or (6) consumer credit agreements cannot be

legally enforced (any 3 = 3 marks)

• B. Outcomes: where a company succeeds at examinership the scheme of arrangement is

implemented and the company continues to trade – but where a company fails at examinership

it is likely that it will be placed in compulsory liquidation (2 marks)

Question 16

List any FIVE duties or powers of a company liquidator.

Total 5 marks

• Duties of a Liquidator: the main powers and duties of a Liquidator are contained in Sections

624-633 of the Companies Act 2014 (1) to take possession of the company’s assets, including

debtors for the purpose of sale, (2) to execute all necessary documents on the company’s

behalf, including bills of exchange, promissory notes or mortgages on the company’s assets,

(3) to arrange a list of creditors and contributors and seek monies due (the liquidator can also

institute legal proceedings to recover monies due, where necessary), (4) to resolve all disputed

claims and where necessary request the Court to adjudicate on them, (5) to bring or defend

an action in the company’s name, (6) to provide security for costs in the name of the company,

(7) to apply the proceeds of the sale of company assets to the payment of the company’s debts

and liabilities in accordance with the rules governing the priority of payments, (8) where the

asset realisation creates a shortfall the liquidator may make any compromise or arrangement

with creditors, (9) if there is a surplus after asset realisation, the liquidator must distribute any

surplus amongst the shareholders in accordance with the provisions of the Companies Act

2014, and the company’s Constitution, (10) to appoint agents to do such work that the

liquidator himself is unable to do, (11) he must call a meeting of creditors and company at

the end of first year of liquidation, and on each successive year, within three months of the


end of the year – to accounts for his actions – and he must send a copy of the accounts to the

CRO – in effect the liquidator is obliged to do all things necessary for the orderly wind-up of

the company – (12) following liquidation the liquidator must fulfill the various filing and

notification requirements under the Companies Acts, including notification to the CRO to

strike the company off the Register – (13) to report to the ODCE within 6 months of his

appointment, or as required, regarding insolvent companies (Section 682 CA 2014), (14) to

apply for the Restriction of Directors (Section 683 CA 2014) unless excused by the ODCE

(any 5 = 5 marks)

Question 17

In the context of the offence of insider trading/dealing and pursuant to the terms of the Market

Abuse (Directive) Regulations 2016 and the Companies Act 2014 define the meaning of each of

the following terms:

A. Inside information

(3 marks)

B. An insider

(2 marks)

Total 5 marks

• A. Inside information: this can be defined as confidential information – and (1) information

that is of a precise nature, (2) information that has not yet been made public, (3) information

that relates to the issuer of the securities or the securities themselves, (4) information that a

reasonable investor would be likely to use as part of their investment decision, (5) information

that is price sensitive, in that if it is disclosed it is likely to materially affect the price of the

securities being traded, and (6) information that is specific enough to enable a conclusion to

be drawn as to the possible effect of that information on the prices of financial instruments or

related derivative financial instruments (any 3 = 3 marks)

• B. An Insider: a person may be defined as an insider as a consequence of (1) their of

membership of professional (including administrative, management or supervisory) bodies

(especially those who issue financial instruments), (2) by virtue of their capital holding, (3)

through employment, professional or duties; or (4) through criminal activity (2 = 2 marks)

Question 18

Explain the meaning of the term summary dismissal, and state any TWO examples of conduct

that could result in a summary dismissal.

Total 5 marks

• Summary Dismissal: this is a dismissal without notice and is generally unlawful and gives

the employee a right to claim wrongful dismissal (1 mark) – it is only permissible where the


employer can prove that the conduct of the employee was sufficiently serious so as to justify

a dismissal without notice, relevant case law includes Wilson v Racher (1974) (2 marks) –

the right generally only arises where the employee has engaged in an act of serious or gross

misconduct, or gross negligence (1 mark) – even if this arises the employer is obliged to

follow fair procedures in these circumstances (but is not required to apply the warning

system) before effecting this dismissal (1 mark)

Question 19

A. State any TWO characteristics of a fixed charge.

(2 marks)

B. Describe the applicable rules regarding the registration of a fixed charge.

(3 marks)

Total 5 marks

• A. Characteristics of a Fixed Charge: (1) this is where a company borrows money and

secures that borrowing on a fixed asset, (2) this charge attaches to a fixed asset from the

moment of creation, (3) thereafter the borrowing company cannot deal in the asset (sell, alter,

use to create a further charge) without the consent of the charge-holder, (4) this charge ranks

in priority to other charges, and (5) it is usually created by means of either a legal or equitable

mortgage (lender’s beneficial interest in the property is registered on the title documents/or

the lender takes possession of the title documents until the debt is repaid) (any 2 = 2 marks)

• B. Registration of Charges: the borrowing company must register the fixed charge with

the CRO within 21 days of the creation of the charge, (2) the Companies Act 2014 also allows

for the company to notify the CRO of its intention to register a charge, and within 21 days

submit the prescribed information to the Registrar to enable registration, (3) the CRO will

issue a certificate giving details of the charge registered and enters the charge on the

company’s register – which is available for public inspection, and (4) if the company fails to

register the charge, the charge is void, the debt becomes unsecured and the company is liable

to a fine – the company must also immediately repay the loan in full (any 3 = 3 marks)

Question 20

Describe the nature of a Data Protection Impact Assessment (DPIA) and state any THREE pieces

of information likely to be included in a DPIA.

Total 5 marks

• Data Protection Impact Assessment: this is a systematic and extensive evaluation of the

data processing operations of a data controller, in order to access whether these operations

are in compliance with the Data Protection Acts 1988-2018 and the General Data Protection

Regulation – and to identify any weaknesses or deficiencies in their systems (2 marks) – the

information in a DPIA includes: (1) a description of the envisaged processing operations and

the purposes of the processing, (2) an assessment of the necessity and proportionality of the

processing operations, (3) an assessment of the risks to the rights and freedoms of data


subjects, and (4) details of the measures envisaged to address the risks, including safeguards,

security measures and mechanisms to ensure the protection of personal data and to

demonstrate compliance with the Regulation, taking into account the rights and legitimate

interests of data subjects and other persons concerned (3 = 3 marks)

SECTION B

Answer any FOUR of the following questions

Question 1

A. List any THREE classifications of cases that fall within the jurisdiction of the High Court.

(3 marks)

B. The Supreme Court has original jurisdiction (not appeals) to hear two types of cases. Name

both of those cases.

(2 marks)

Total 5 marks

• A. High Court: this court can award unlimited damages in contract and civil wrong cases –

it also deals with succession, trusts, wardship/wards of court, company law, defamation

cases, bankruptcy, constitutional cases, judicial separation and divorce matters (where

matters are complex and the valuation of marital assets are difficult to ascertain) – the High

Court also has supervisory jurisdiction over inferior courts, administrative bodies and

persons with quasi-judicial functions by way of judicial review (any 3 = 3 marks)

• B. Supreme Court: this court can (1) review the constitutionality of a Bill referred to it by

the President under Article 26 of the Constitution, and (2) determine the capacity of a person

to hold the office of President (a President can only be removed in these circumstances where

5 Supreme Court Justices determine that the President has become permanently

incapacitated) (2 = 2 marks)

Question 2

A. In the context of contract formation, explain the effect of the postal rule.

(2 marks)

B. List any THREE methods by which an offer can be terminated.

(3 marks)

Total 5 marks

• A. Postal Rule: the effect of the postal rule is that an offer is accepted when (date and time)

and where (place) the letter of acceptance is posted and not when it is received (2 marks)

• B. Termination of an Offer: an offer may be terminated in any of the following ways: (1)

by rejection, (2) by revocation or withdrawal prior to acceptance, (3) by counter-offer, (4) by


lapse of a prescribed time period or within a reasonable time, or (5) death of the offeror (in

certain situations) or by the death of the offeree (3 = 3 marks)

Question 3

A. Describe the obligations imposed upon a seller under the Sale of Goods legislation in relation

to merchantable quality.

(3 marks)

B. List any TWO remedies available to consumer for a breach of the Sale of Goods legislation.

(2 marks)

Total 5 marks

• A. Merchantable Quality: Section 14 of the SOG Act imposes an implied obligation that

goods sold are of merchantable quality – this means that: (1) the goods be as durable as one

can expect taking account the price, description and all other relevant circumstances (time of

sale, changing standards) – (2) as per Egan v McSweeney (1956) – (3) they are not

merchantable quality where the performance of the product is prejudiced and the defect

cannot be easily remedied or repaired without expense or taking some time to perform – (4)

exceptions include defects brought to the attention of the buyer before contract is made,

defects obvious to a reasonable person, Grant v Australian Knitting Mills (1936) – as the

doctrine of caveat emptor (any 3 = 3 marks)

• B. Remedies: the main remedies are (1) a refund of the purchase price, (2) the repair of the

product, (3) a replacement product – or (4) damages, where appropriate (any 2 = 2 marks)

Question 4

In the context of the law of tort and duty of care:

A. Explain the doctrine known as the neighbour principle.

(2 marks)

B. List the THREE factors used to determine the existence of a duty of care, known as the Three-

Tier test or Modern-Day test.

(3 marks)

Total 5 marks

• A. Neighbour principle: this doctrine means you are liable for your negligent acts to your

neighbour – this is defined as a person so closely and directly connected to you that you

should have them in mind as affected by your acts or your acts of omission (including words)

(2 marks)

• B. Modern Day Test/Three-Tier Test: as per Caparo Industries Plc v Dickman (1990) the

following factors apply: (1) was the harm reasonably foreseeable, (2) was there a relationship

of proximity between the parties Ward v McMaster (1988), and (3) considering the


circumstances, is it fair, just and reasonable to impose a duty of care, Glencar Exploration

plc v Mayo County Council (2002) (3 = 3 marks)

Question 5

State any FIVE statements or declarations that must be submitted to the Companies Registration

Office to register a Private Company Limited by Shares (LTD).

Total 5 marks

• Declarations and Statements: these include: (1) a statement detailing the address of the

registered office of a company, (2) a statement outlining the name of each person who is to

be the first director/s of the company, (3) a statement outlining the name of the person who

is to be the first secretary of the company (or deputy secretary or first assistant, where

appropriate), (4) a statement outlining the place (whether in the State or not) where the central

administration of the company will normally be carried on, (5) a declaration that all of the

requirements in respect of registration of the company and of matters precedent and incidental

thereto have been complied with, (6) a declaration verifying that the purpose, or one of the

purposes, for which the company is being formed is the carrying on by it of an activity in the

State, and (7) a declaration that the particulars contained in the statement are correct (any 5

= 5 marks)

Question 6

Voting can take place at meetings through a show of hands and a poll. Discuss the nature of each

method.

Total 5 marks

• Voting at Meetings: the general rule is that it takes place first by a show of hands, wherein

every member gets one vote – and a result is declared by the chairperson of the meeting – this

declaration is deemed conclusive (2 marks) – after a show of hands the chairperson or 3

shareholders (present in person or by proxy) or 10% of the voting shareholders present in

person or by proxy, can demand for poll (secret ballot) – the results of the poll take precedence

over show of hands – poll voting depends upon number of shares held by the shareholder –

the right to conduct a poll cannot generally be excluded by the Constitution (3 marks)

business law (roi)

Documents