CORPORATE RESTRUCTURING
QUESTION 1
April 2024 Question Two B
Identify SEVEN reasons why a company will effect a corporate restructuring. (7 marks)
QUESTION 2
April 2024 Question Seven C
Identify SEVEN mechanisms that could be put in place to protect shareholders’ rights and interests during corporate restructuring. (7 marks)
QUESTION 3
August 2023 Question Six A
In relation to corporate restructuring, explain the following terms:
(i) Compromises. (2 marks)
(ii) Arrangements. (2 marks)
(iii) Reconstructions. (2 marks)
(iv) Takeovers. (2 marks)
QUESTION 4
April 2023 Question Seven A
Highlight FIVE forms of corporate restructuring. (5 marks)
QUESTION 5
December 2022 Question Two B
In relation to corporate restructuring:
(i) Define amalgamation as a corporate restructuring strategy. (2 marks)
(ii) Highlight THREE elements of corporate restructuring. (6 marks)
QUESTION 6
August 2022 Question Seven B
In the context of mergers and acquisitions:
(i) Explain three types of takeovers. (6 marks)
(ii) Highlight eight motives behind mergers. (8 marks)
QUESTION 7
April 2022 Question Tree D
Explain five circumstances under which a company might decide to undergo corporate restructuring. (5 marks)
QUESTION 8
April 2022 Question Four A
(i) In reference to mergers and acquisitions, explain the meaning of the term merger.
(2 marks)
(ii) In a take-over situation, the acquiring company is called the predator while the company being acquired is called a target.
With reference to the above statement, discuss four methods which the predator might use to pay for the purchase price of the target company. (8 marks)
QUESTION 9
December 2021 Question Four B
Identify two .management areas of operation that might be affected by post-merger reorganisation. (2 marks)
QUESTION 10
December 2021 Question Four C
Describe four types of corporate restructuring. (8 marks)
QUESTION 11
December 2021 Pilot Paper Question Seven C
Discuss the types of information that should be contained in the draft terms of scheme for a proposed merger. (6 marks)
QUESTION 12
September 2021 Question Five A and B
(a) Outline four reasons why a company might undertake corporate restructuring.
(4 marks)
(b) Distinguish between “external reconstruction” and “internal reconstruction”.
(4 marks)
QUESTION 13
May 2021 Question Seven A
With reference to corporate restructuring:
(i) Describe four types of company mergers. (4 marks)
(ii) State three causes of internal reconstruction of a company. (3 Marks)
QUESTION 14
November 2020 Question three A
In relation to corporate restructuring:
(i) Outline four merger documents which members of each of the merging companies are entitled to inspect. (4 marks)
(ii) Explain three disadvantages of mergers of companies. (6 marks)
QUESTION 15
November 2019 Question seven B
Summarise four strategies that a company Might employ against hostile take-overs.
(8 marks)
QUESTION 16
May 2019 Question five A
(i) Define the term “post merger re-organisation”. (2 marks)
(ii)Discuss four types of post merger re-organisation. (8 marks)
QUESTION 17
November 2018 Question four C
Outline six benefits of corporate restructuring to a company. (6 marks)
QUESTION 18
May 2018 Question two B
John Mbao is a non-executive director of Kuzi Limited, a listed company. Shortly after attending a board meeting where arrangements were finalised for an agreed takeover bid of the company by Sahara Limited, John Mbao bought shares in Kuzi Limited from the listing in the securities exchange. He thereafter bought shares of the same company from Jane Uza, a shareholder. Immediately the takeover bid was made public, John Mbao sold all the shares he had bought at a profit.
Discuss whether Kuzi Limited, Jane Uza and Sahara Limited are entitled to any legal action against John Mbao for recovery of profit. (8 marks)
QUESTION 19
May 2018 Question four A and B
a) Define the following terms:
(i) Reverse merger. (2 marks)
(ii) Amalgamation. (2 marks)
b) Discuss four advantages of a reverse merger over the initial public offer (IPO).
(8 marks)
QUESTION 20
May 2018 Question seven A
In the context of corporate insolvency:
(i) Discuss five offences that might be committed by the liquidator before and during liquidation. (10 marks)
(ii) Describe three circumstances under which a person who has ceased to be a liquidator is released from their obligations with respect to a voluntarily liquidated company.
(6 marks)
QUESTION 21
November 2017 Question two A
With reference to corporate restructuring, suggest five defence techniques that a targeted company might use to avoid a hostile takeover bid. (10 marks)
QUESTION 22
November 2017 Question seven C
Identify six forms of corporate restructuring. (6 marks)
QUESTION 23
May 2017 Question six A
In the context of post-merger re-organisation:
(i) Define the term “post-merger integration”. (2 marks)
(ii) Describe four types of post-merger integration. (8 marks)
QUESTION 24
November 2016 Question five A
With reference to corporate restructuring, discuss five causes of failure of mergers and acquisitions. (10 marks)
QUESTION 25
May 2016 Question one B
Sea Bubble Limited was amalgamated with Telta Limited to form Seashore Limited. Some employees of Sea Bubble Limited refused to be transferred to Seashore Limited alleging that Seashore Limited was an unstable company. Sea Bubble Limited insisted that the employees must join the service of Seashore Limited or be retrenched.
Analyse the legal principles applicable in the above case and advise the employees of Sea Bubble Limited. (10 marks)
QUESTION 26
September 2015 Question seven A
In relation to corporate restructuring, explain the statutory provisions relating to schemes of arrangement and compromises. (10 marks)
