Demonstrate an advanced and detailed knowledge and understanding of the fundamental legal concepts that characterise corporate identity and activity in a global context
2. Demonstrate an advanced and analytical knowledge and understanding of the theoretical framework underpinning corporate governance theories, strategies and regulation
3. Describe and critically evaluate, both theoretically and in practice, different regional models of corporate law and governance
4. Operate professionally, ethically and with cultural awareness in a global corporate context
Read the attached memorandum of instructions. Then write a report as instructed.
Memorandum of Instructions
From: Jane Ball (Corporate Partner)
To: Ellen Collini (Associate)
Date: 3rd November 2016
Westlands Group PLC
As you know, one of our most important corporate clients is Westlands Investments PLC (Westlands), a rapidly expanding investment fund manager which is quoted on the FTSE 350 on the London Stock Exchange. This morning I met with Ralph Warner, Thomas Richardson and Pranav Choudhury, respectively the Chairman, CEO and finance director of Westlands to take instructions on some extremely important issues that they are currently dealing with. They want us to prepare a detailed report for them on these issues, and have given us a strict deadline to submit the completed report so that it can be considered by the full board of directors in two weeks time. I shall require your assistance in compiling the report as I am currently committed to dealing with a number of other important matters.
The issues they wish us to advise on are as follows:
1. As an active fund manager, Westlands has shareholdings in over 200 UK companies, and in some of these companies they own 5% or more of the total shares in the company. The Board takes its responsibilities as a shareholder very seriously, and wish therefore to know precisely what their rights and responsibilities are. Please ensure your advice covers the division of responsibility between shareholders and directors, any statutory rights and responsibilities under UK legislation, and the provisions of the UK Stewardship Code.
2. The Board’s strategy is to expand the business internationally, and as part of this strategy they have decided to incorporate a German subsidiary company in order to take advantage of grants available from the German government for companies actually incorporated in Germany. The Board is particularly interested in how the Board of directors of the subsidiary company should be structured as it has heard that many German companies have a so-called “two-tier” Board system. They wish to know more about this i.e. how such a Board is structured, what are the advantages and disadvantages, does this structure have to be followed in a German incorporate company.
3. The Board is thinking of starting an ethical investments fund, which will only invest in companies having a strong record of corporate social responsibility (CSR). They would like an outline of what the key features of CSR are and, in particular, what should they be looking for from the management of a socially responsible company? You don’t need to go into great detail on this, just identify what you consider are the key features.
Please could you prepare a draft report for me covering each of the three issues mentioned above? As I will have little time to rewrite the report myself, please ensure that it is thorough and complete so that it can be sent to the client once I have had the opportunity to check over it.
