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An anticipated proxy fight in order to perpetuate theirControl of the company. 3 It might be used to define the board's duty to act and, Depending upon the severity of the potential breach of Such duty, the court might step in and overturn the board's decision. State 2 requires 3 precludes 25 1 The purpose of the letter is to provide the lawyer's Client with an understanding of the legal aspects of the Case in which the client is involved. 2 It was probably written at the shareholders' request so That they could make an informed decision about how To proceed regarding the matter. 3 Paragraph 1: Referring to the subject matter Paragraph 2: Summarising facts Paragraph 3: Summarising facts; Identifying legal issue Paragraph 4: Referring to relevant legislation/ Regulations; (Referring to previous court decisions) Paragraph 5: Summarising facts; Referring to previous Court decisions; Drawing conclusions I have now had an opportunity to research the law on This point and I can provide you with the following Advice. To summa rise the facts of the case, ... The issue in this case is whether the ... The bylaws of the company state that ... The law in this jurisdiction requires ... True In lieu thereof Vested in Provided The statutes give wide leeway... It is possible that the court will take this into Consideration and hold that... The court might then hold that... Courts are usually reluctant to ... The facts in this case simply do not justify ... I therefore conclude that... Suggested answer Dear Mr Carpenter You have requested advice concerning the founding of a Limited Liability Partnership (LLP) and whether this form of Company would be advantageous for your accounting firm. I have now had an opportunity to research the matter and Can provide you with the following advice. First, allow me to outline the features and some Advantages of an LLP. In an LLP, obligations accrue to the Name of the partnership rather than to the joint names of Its individual members. Similar to a shareholder in a Limited liability company, an individual partner is only Personally liable for his pre-determined contributions to Partnership funds. Unlike a limited liability company, However, the LLP is more flexible in terms of decisionmaking. Furthermore, board meetings, minutes books and Annual or extraordinary general meetings are not required. In addition, the LLP enjoys the tax status of a partnership And the limited liability of its members. However, an LLP also has some significant disadvantages. The accounting requirements are very demanding and are Expensive to comply with for small and medium-sized LLPs, as accounts must be professionally audited. It Should also be mentioned that there is a restriction on The management freedom of an LLP. Each LLP must Appoint a member who is responsible for administrative Obligations. This member may incur criminal liability in Certain circumstances. Moreover, an LLP member enjoys Less limited liability toward third parties for negligent acts Or omissions in the course of his duties than a company Date: 2015-12-11; view: 893
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