+1 862 207 3288 (A) Because of the nature of companies, the conduct of natural persons has to be attributed to companies –including subsidiary and parent
companies, and this applies to decisions to invest in foreign countries just as it does to most other decisions taken on behalf of companies.
However, not all conduct of natural persons is attributed to companies. Please explain the concept of attribution, and discuss the correctness or
otherwise of the propositions given above, giving relevant legal and other sources in support.
(B) On Friday 13 May 2012, David North met Amanda Joynes in the Executive Lounge at the Hilton Arc de Triomphe Paris Hotel at 2:00pm to discuss a
proposed transaction which they hoped would be of benefit to their respective companies. David North was, and still is managing director of Staynes
Plc. (Staynes – a company incorporated in England), and Amanda Joynes was, and still is an executive director of Joynes Plc. (Joynes – also a
company incorporated in England).
Both companies have agreements with the Government of the Republic of Tauras (the ‘Government’) in connection with the Government’s development of a
hitherto derelict area of land to the east of the capital city of Tauras. Staynes is under contract to build five new city conurbations (each with
its own housing, schools, shops and other facilities) but not the roads. Joynes is under contract to build all the roads – including lighting,
water conduits, sewers, and so forth.
The meeting between David North and Amanda Joynes was to agree that the project would be built in a way which would deviate significantly from the
plans approved by the Government and the legislature of Tauras. The change would benefit both companies by making the building project cheaper, but
without affecting the contract price payable to Stynes and to Joynes. David North and Amanda Joynes agreed that no-one else would be told about
their decision.
The project is three-quarters completed, and citizens of Tauras have been living in three of the new conurbations for some while. But serious
problems have become apparent and, on 10 January 2015 the Government wrote to the Chairman of Staynes cancelling their contract and intimating that
the Government would be seeking compensation in the order of £95 million from Staynes. On the same day, the Government wrote to the Chairman of
Joynes cancelling their contract and intimating that the Government would be seeking compensation of £45 million from Joynes.
The full Boards of both companies were wholly unaware that the project was not being constructed according to the approved plans. The Board of
Staynes is understood to be frantically concerned about the claim because the break-up value of the company is thought to be only about £80 million.
The Board of Joynes is very concerned because the break-up value of Joynes is thought to be in the region of £48 million.
Staynes is 35% owned by the Lemmon Pension Fund (for the staff of Staynes); 35% by the Pentland Investment Trust Plc; 20% by Joynes Plc.; and the
remainder by other stock exchange investors. Joynes is owned 15% by the Stable Pension Fund; 15% by David North; and the rest by other stock
exchange investors.
(C) analyse, compare and contrast the relationship between the issues raised in Part A and the issues raised in Part B: identifying the
similarities and discrepancies between the issues in Part A and the issues in Part B, and commenting on why you think that there are those
similarities and discrepancies between Part A and Part B. For example, does the Part A question raise exactly the same issues as the Part B
question, or is Part A broader or narrower than Part B – if so in what way or ways?
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