Tribhuvan University
2057
LL.M/I year/LAW Full Marks: 100
Commercial Law Pass Marks: 50
Time: 4 hrs.
Candidates are required to give their answers in their own words as far as practicable.
The questions are of equal value.
Attempt any SIX questions:
1. The company law as it stands today is complex. But it should not be viewed in isolation from the allied laws such as taxation laws and consumer protection law as they have definite impact on the overall growth of the corporate sector, which has to be viewed under the overall perspective of the industrial policy. Find out the strategies introduced under the Nepalese Company Act 1997 to reflect the policy expectations.
2. Examine the scope of the following under the market economy:
a) Workers participation in management
b) Corporate social responsibility
3. Critically examine the current Nepalese legal provisions for financial disclosure by an audit of companies having regard particularly in the separate interests and expectations of creditors, shareholders and the government.
4. What are the liabilities of a company and its agents for ultra vires acts under the Nepalese Company Act 1997? How far does the Nepalese legal scheme justify the traditional approach of ultra vires? Discuss.
5. Discuss the rights of the minority shareholders in a company in case of mismanagement under the Nepalese company Act. Compare this position with the legal provision of India, UK and USA.
6. The security laws are intended to assure fairness in the security markets and to provide a reliable mechanism for capital formation. Assess the effectiveness of securities regulation system of Nepal to the end.
7. Examine the adequacy of existing legal scheme curbing monopolistic and unfair trade practices in Nepal.
8. Write Short notes on any THREE of the following:
a) Par value and non-par value stock.
b) One Man Company in Nepal.
c) Company Board of Nepal
d) Impact of European harmonization of company laws on the company laws of non E.U. countries like Nepal.
e) Corporate governance management model.
Tribhuvan University
2058
LL.M/I year/LAW Full Marks: 100
Commercial Law Pass Marks: 50 Time: 4 hrs.
Candidates are required to give their answers in their own words as far as practicable.
The questions are of equal value.
Attempt any SIX questions:
1. "By the introduction of Company Act 1997, an effort has been made to bring a company to the concept of a real modern company as a sociological institutions and as an instrument for change in consonance with the industrial policy and planned growth envisaged under the various five Year Plans of HMG. "Do you agree with the rationalization? Give reasons.
2. "A company is, however a person in the eyes of law and it can claim the protection of such fundamental rights as are guaranteed to all persons whether citizens or not." Examine the statement.
3. What was the initial justification for propounding the doctrine of Ultraviers in regard to corporate activities? Does that justification still prevail? Give reasons.
4. Examine the scope of workers participation in management under market economies. Explain it with reference to company laws of Nepal, India, Germany and other European countries.
5. Discuss the concept and process of stock market. How does the securities exchange board of Nepal endeavor to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market in Nepal? Give legal reasons in support of your answer.
6. "Corporate federalism has now replaced shareholder democracy." Comment on this statement by giving legal references of the company laws of Nepal, India, UK and USA.
7. Distinguish between merger and acquisition process of companies. Identify the different types of mergers. Examine the present position of Nepalese law on merger.
8. Write short notes on any THREE of the following:
(a) Par value
(b) One man company
(c) Insider trading
(d) Indoor management
(e) Company Board
Tribhuvan University
2060
LL.M/I year/LAW Full Marks: 100
Commercial Law Pass Marks: 50 Time: 4 hrs.
Candidates are required to give their answers in their own words as far as practicable.
The questions are of equal value.
1. How and under what circumstances is the judiciary prepared to relax the doctrine of the separate legal personality of a company? Is the current legal situation satisfactory form a policy point of view, particularly in the light of the group structure of many modern companies? Discuss.
2. “The role of the doctrine of indoor management is opposed to that of the principle of constructive notice.” Examine this statement.
3. “The limits of that rule (in Foss v. Harbottle) lie alone the boundaries of majority rule.” Discuss and examine the development of the rule towards protection of the minority against majority shareholders.
4. “Theoretically we cannot envisage meeting of board of directors and general meeting of shareholders when there is single director and single shareholder in a company. Present Act is full of such contradictions and fallacies.” Examine this statement in the light of Nepalese Company Act 1997.
5. “Merger and Takeovers take place in a matured corporate world. Nepal still lacks the basic conditions for development of market for merger and acquisitions.”
6. Examine the concept of ‘corporate social responsiveness’ in the light of contemporary leading case laws.
7. Discuss the concept and process of stock market delineating the Nepalese legal regime on its.
8. Write short critical notes on any THREE of the following.
a) Corporate Governance
b) Corporate insolvency
c) Corporate contracts
d) Nepalese ant-trust law
e) Doctrine of Ultra vires
Tribhuvan University
2064
LL.M/I year/LAW Full Marks: 100
Commercial Law Pass Marks: 50
Time: 4 hrs.
Candidates are required to give their answers in their own words as far as practicable.
The questions are of equal value.
Attempt any SIX questions:
1. It is viewed that the Nepalese company act, 1997 did solve some of the problems faced in the operation and management of companies, but at the same time it also created some problems while introducing some new corporate concepts. Find out such plus and minus factors of that act towards corporate good governance.
2. What was the initial justification for propounding the doctrine of ultravires in regard to corporate activities? Does the justification still prevail? Explain.
3. Critically examine the company law provisions of financial disclosure having regard particularly to the interests of the shareholders, creditors, general public and the government.
4. Is corporate social responsiveness is a settled modern dilemma? Compare the Nepalese legal provisions with that of the corporate provisions of USA, UK and India in this regard.
5. Give a description of the role and present status of Nepalese stock Exchange.
6. Write a critical note on the workers participation in the management of companies. What change would you suggest in the existing law to give a concrete shape to the idea of workers participation?
7. “Majority will have its way, but the minority much be allowed to have its say.” Discuss it in the light of contemporary company law provisions.
8. Examine the existing law curbing monopolistic and unfair trade practices in Nepal. How do you feel the need of a full fledged competition enactment in Nepal? Discuss.
9. Write short note on any three of the following:
a) Doctrine of indoor management
b) Promoter’s liabilities
c) Unlimited companies
d) Buyback of shares
e) One-man company
Tribhuvan University
2063
LL.M/I year/LAW Full Marks: 100
Commercial Law Pass Marks: 50
Time: 4 hrs.
Candidates are required to give their answers in their own words as far as practicable.
The questions are of equal value.
1. Write a short legal essay on the nature and basic functions of modern companies by pointing out the contents of Nepalese company Act 2006 in this regard.
2. ‘Today the Ultravires doctrine is of small importance.’ Substantiate.
3. What reforms the securities Act, 2006 has brought into effect in the capital market by replacing the previous law? How do you consider that the present act was really essential? Elucidate.
4. Dwell upon the following relationships:
a) Company Registrar and company Secretary
b) Corporate enterprises and public interest
5. Examine the scope of workers participation in management under market economy. Explain it with reference to company laws of Nepal and other countries.
6. What is insider trading? Refer to the provisions, if any under the Nepalese company law. Cite case law if available.
7. Explain clearly the doctrine ‘constructive notice and indoor management’. Illustrate with case law.
8. “Winding up of a company is a drastic really which may have to reaching consequences – financial and commercial.” Discuss it in the light of winding up of companies under the existing Nepalese company law.
9. Write short notes on any THREE of the following:
a) One man company
b) Foreign company
c) Company board
d) Non-profit-making company
e) Share premium
Tribhuvan University
2066
LL.M/I year/LAW Full Marks: 100
Commercial Law Pass Marks: 50
Time: 4 hrs.
Candidates are required to give their answers in their own words as far as practicable.
The questions are of equal value.
Attempt any SIX questions:
1. “A company is however a person in the eye of the law and it can claim the protection of such fundamental rights as are guaranteed to all persons whether citizens or not. “Examine this statement with reasons.
2. What was the initial justification for propounding the doctrine of utar vires in regard to corporate activities? Does the justification still prevail? Give reason with relevant cases.
3. “Directors are the mere trustees and agents of the company.”Examine this proposition in the light of the legal provision prescribed by the companies Act, 206 of Nepal.
4. Examine the various legislative steps taken by the government to curb Monopolistic Restrictive trade practices (MRTP) for the promotion of competitive market and consumer’s protection in Nepal.
5. Critically examine the concept of “social responsibility of corporation.” Do you consider the Nepalese corporate sector is observing and it capable to observe these responsibilities? Answer with reasons by comparing the provisions prevailing in other natural jurisdictions.
6. Explain the concept of ‘derivative actions’ under modern company law. Examine critically the current legal provisions which address the difficulties faced by minority shareholders in seeking redress against the unauthorized conduct of the company.
7. Discuss the concept and process of stock market. Explain how does NEPSE and SEBO play important role for protecting the interests of investors in the securities market of Nepal.
8. Write short notes on any THREE of the followings:
a) Single member company
b) Company secretary
c) Winding up of a company
d) Fixed and floating charge of a company
e) Audit committee.
