A more recent version of these Ws1 Prep Task notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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Company Law Workshop 1 Preparatory Task
Scenario 1 Situation Analysis:
1. Alan first approached us in relation to:
*his investment in Warwick Biotechnologies Limited
*his appointment as Director of Warwick Biotechnologies Limited
2. We then started to act for Warwick in relation to:
* as instructed by Alan
3. Alan contacts us now because Chairman in Warwick wants to fire him Alan, our firm will not be able to act for you or advice you in relation to your potential removal from Warwick Biosciences Limited. We are constrained by the SRA Code of Conduct, specifically: Principles: 4 (best interest of client), 6(behave trustworthily for the public) and 7(comply with the law) The conflict is confirmed by the fact that Warwick will want Alan to take a small remedial amount and Alan will want to get a large/full amount from Warwick. A firm cannot guarantee to act in the best interest of both clients. O(3.5) states that we should not act where there is a client contact (between Warwick and Alan), or a significant risk of a client conflict unless either of the two exemptions apply. Neither the exception where the clients have a substantially common interest (O(3.6) or where the clients are competing for the same objective (O(3.7)) will apply. Both clients have opposite objectives (IB(3.2) and (3.3)). Arguably, the clients could not be represented even-handedly (IB(3.5))
Scenario 2 Situation Analysis:
1. Grand First Bank plc is a longstanding client
2. Grand First Bank plc wants us to draft a loan to McKenna Design Ltd.
3. Tom McKenna ("TM") is sole director of McKenna D as well as one of shareholders
4. We have a closed file for TM and it appears to be the same person (same address)
5. WE advised TM on incorporation of his sole trader business successfully,
6. TM broke off contact with us
7. Accounts ledgers show outstanding bill of PS637.50
8. No apparent conflict of interest Principles: 2 (Act with integrity), 4(Best interest), 5 (standard of service), 6(public trust), 7(regulations) As we offered advice to TM before we owe duty of confidentiality to him. However, we also owe duty of disclosure to Grand First Bank. Nevertheless, confidentiality supersedes disclosure (O4.3). O(4.4) states that I should not act for Grand First Bank in a matter where they have an interest adverse to McKenna for whom you hold confidential information which is
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