Business Law: Funding, Business Structure, Litigation Issues, and Share Transfer

This document provides an overview of business law, covering topics such as funding options, different business structures, litigation issues, and share transfer in a wholly owned subsidiary. It discusses the importance of contracts, intellectual property rights, and legal remedies. The document also includes case studies and resolutions related to business operations and governance.

BUSINESS LAW

Contents
INTRODUCTION:................................................................................................................................3
DOCUMENT A....................................................................................................................................3
DOCUMENT B.....................................................................................................................................4
DOCUMENT D....................................................................................................................................6
CONCLUSION:....................................................................................................................................7
REFERENCES......................................................................................................................................8

INTRODUCTION:
Business law refers to the body of laws which is mainly imposed regarding managing
the overall business activities. Laws are mainly undertaken regarding securing the right of the
parties in respect of entering into any contract or also dealing in buying or selling of goods or
services (Pilbeam, 2018). In this report, the project is covered under the three documents, the
first documents stated about the funding and business structure of the Remedium and
Yersinia about establishing the business. The second project stated about the litigation issues
which is faced by company during attaining any trade dealing activities. The third project is
relevant to explaining about the resolution which is passed in respect of disclosing the
accurate information to the shareholders in the form of letter.
DOCUMENT A
In respect of providing the judgment to the Remedium and Yersinia, it is stated that
they carry the wider range of option in respect of choosing the different type of business.
Business structure:
Sole proprietorship: It is also known as sole trader business in which one partner carry the
liability to own and controlled the affairs in the business (Hillary, 2017). As in this case,
Yersinia can individually start the business by setting the accurate amount for the Remedium
regarding giving business ideas and also responsible to manage the business.
Partnership: It refers to two or more person to form the partnership business through signing
the partnership deed. It is necessary to get the business registered under the Partnership Act,
1890. In this firm , all the partner equally bring the funds in the business and the condition is
stipulated regarding sharing profits equally and pay equal losses if the mistake is undertaken
by any of the partner (Ntim, Soobaroyen and Broad, 2017). The disadvantages of this
business is that in case of death of any partner, the partnership firm will be dissolved. As in
this present case, it is stipulated that the both the person agree to formed the partnership
business regarding sharing the profits equally if the business is succeed in their respective
business expansion.
Limited liability Company: It refers to the limited liability in which the liability of members
are limited to the amount of shares held by them. It carries perpetual succession and common
seal and thus, to carry on any business, it is necessary to get the business registered under the

companies act, 2006 (Whincop, 2017). In this case, if both the person agree to form this
business, they enjoy tax deduction and also the liability of the members are limited to certain
extend.
Type of funding:
Equity capital: In this type of funding, the shares are issued to the investors and carry the
right to take the decision of the company during the time of voting. It refers to one of the
safest form of funding as in this aspects the chances of risk is less but carries to be the costly
procedure (Ford, 2019). In respective of business, it is necessary to carry the healthy equity
funding so that they can manage the other funding activity in better way.
Preference equity funding: In this funding, the investors are liable to get fixed return if they
invest money in the business (Lawton, 2017). Fixed dividend is provided to the investors in
every year and also they get the chances to redeem the shares once they faced the period of
lapse of time.
Bank loans: It is stated that business gets the bank loan in easier way if they carried the
renowned name in the market (Sadgrove, 2016). Banks mainly provide the credit facilities
regarding getting funding from the large number of business, if they carrying the business in
effective manner.
Crowd funding: In this, the business can gather the funding through selling the products in
the market and also examining the current needs stipulating in business. By this manner, most
of the business invest in the business by carrying the renowned brand image.
Intellectual property:
Under the intellectual property Act, 2014, owners grant special rights in respect of
securing their innovation and creativity which they attained at the work place. It mainly
carries four type of intellectual property rights such as:
Patents: This is mainly undertaken in respect of securing the right of the person through
designing any new and useful things. In this present case, the patent is mainly provided if
they design any innovative ideas (Lu, 2018).
Trade mark: It is mainly undertaken in respect of protecting the logo, design and symbol,
smell and colors. Thus, in this case the protection is given on the bases of bringing any new
design or using the logo to promote the products.

Copyrights: It deals with providing the protection on the original information which is
designed by the company. In this case, the copyrights is not required under this act.
Trade secrets: This is mainly provided through protecting the system, formula and device to
maintain the confidentiality in the business (Falkner, 2017). Remedium can use this
protection in respect of maintaining confidentiality in securing the symbol and device of the
company.
DOCUMENT B
Remedium Ltd
Our Ref: 101483/3017 Date: 21 January 2020
To A Trainee
From Kleb Siella
Subject matter Potential Litigation Issues
Dear Sir,
I refers to the above subject matters
Instruction from the clients
1. As company is facing major operational issues in respect of not performing the
contract by the parties as per the set terms.
2. First matters is related to fir trade as which is made between Delphix Diagnostics Ltd
which is one of the subsidiary companies and other party is the Autoclave
partnerships. In this the contract is made with the Emilio which is one of the three
partner who is carrying the duty to selling the machines of Autoclave. As deal is
formulated regarding purchasing the three machines and the prices is fixed by Emilio.
3. In second case, the issues is raised regarding facing loses of manufacturing the
expired drug patent which is more costly in respect of gaining profits. Thus, in such
manner the claim is to be raised regarding overcoming from such losses in respect of
gaining profits through taking the patent.
4. In this case the issues is raised regarding changing the protocol of testing the generic
product which is instructed by the Remedium Group and such instruction is given by

the Health and safety Committee. But the conflict raised regarding facing higher level
of allegation from the patients regarding facing breathing issues. The main aspects
which is to be gathered is relating to controlling the situation of so many queries are
raised by the customers.
The memorandum which is presented on the bases of above instruction
The options for the company
Legal issues
5. In first case, the matter reflects the aspects of breach in terms of contract. As during
the time of contract nothings specific is mentioned by the Emilio regarding not
carrying the right to sell. Later new condition are imposed by the comony in respect
of increased in prices of the products which is fixed by Emilio.
6. As in the case of B, it stated that the matter reflects the unfair terms which is made by
the Marjorie Coslake regarding providing the guarantee to manufacture the drug once
it is expired. But instead of earning profits, he facing losses as the cost is higher than
the profits gained.
7. In case C the issues is raised regarding not carrying accurate testing and in return
supplying the generic asthma manufactures in the market. Thus, it results in facing
conflict regarding facing lot of health issues. Thus, by this manner, the claim is raised
in respect of examining the actual claims.
The law:
8. Under the contract act, 1990, it is stated that once parties agree on particular things
and they accept the offer and such contract is made on the bases of consideration
(Leader and Yilmaz Vastardis, 2018). Than parties are legally bound to follow the
contract as per the set instruction. It is also necessary that the parties must be
competent to handle the contract and mutually agree to carry the contract with the set
terms and condition (Reinke and Zumbansen, 2019).
9. This is supported with the case of Hartley V Ponsonby [1857] 7 EB 872 as in this case
the captain of the ship promised to pay money to the crew once they reach to
particular destination but later refuse to perform the contract.

10. In this case, Delhix carry the right to claim for specific performances of the contract
in respect of performing as per the promise made by Emilio.
11. Under the patent Act, 1977, it stated that every new innovative ideas are secured once
they carry the right of patents. As patents is valid for the time period of 20 years and
can be renewable (Fulbrook, 2017). But in case if the owner sells the patent right to
any person they can demand for the tender and then suitable person is liable for the
enjoyment of patent rights. If the person not helps the patent in right manner, the
patent cooperation treaty carry the right to infringe the patent and then carry the
reselling procedure.
12. In this respective case, to not occurring the profits, Delphix can demand for reselling
the patent regarding nit carrying usefulness of manufacturing the generics through this
perspective (Bang and Holle, 2019).
13. In case of Law of Torts Act, 1977, the owners are liable to work under the law or torts
and negligence in respect of following the three major action such as duty of care,
breach in duty and causation or damages. In case of duty of care, owners are liable to
perform the duty in respect of protecting the right of the employees in respect if not
allowing such person to work under the hazardous places (Watson, 2016). In respect
of breach of duty, it is stated that owners knowingly puts the employees to accomplish
such activity after knowing the facts that dangerous incident is going to be happened.
Last torts is relating to damages, in which the actual compensation is to be paid to the
owners in return of the damages incurred.
14. This is supported with the case of Donoghue V Stevenson [1932] as in this case the
issues is raised regarding not taking care during the time of manufacturing of drinks.
As snail is found in the drinks which results in causing fever to the Donoghues and
thus she claimed for the injuries happened (Epstein and Sharkey, 2020). Thus,
judgment raised in respect of facing losses for the actual damages incurred and also
the suit is filed under the law of torts of negligence.
15. In case of remedies, it is stipulated that the actual remedies are given in form of
damages or injunction upon the party to stop promoting the products in market. The
merits of actual damages resulting in paying compensation for the actual damages
incurred to parties (Cooter and Porat, 2016). Thus, in this case, injunction is the best
remedy to stop the production and supply of generic asthma in market.

Yours Sincerely,
XYZ
DOCUMENT D
To Susan
Subject: seeking advice in relation to JDM
In the present case the Yersinia is transferring its shares in JDM to Remedium and with this
JDM will become the wholly owned subsidiary of Remedium. Here Remedium will issue
ordinary shares to Yersinia and this way it will become director of Remedium (Perera, 2019).
Thus, with this setup the JDM will have to adapt to new articles of association which are
suitable to the wholly owned subsidiary. On the contrary Remedium will enter into an inter
company loan with JDM. For this both the companies will have to pass some resolution
informing the other board of directors and members.
a) List of resolution to be passed by JDM
The major resolution to be passed by JDM after this agreement at the meeting of the board of
directors is that they will have to list all the changes which are made in the company and its
working. In this resolution all the policies are listed and these are discussed in the in the
meeting with the board of director.
Also, a meeting is conducted with the shareholders in the general meeting and here the
discussion is done over the changes in the shareholder and their income. This is majorly
because of the reason that with becoming the wholly owned subsidiary of Remedium the
share capital of the company changes to a great extent and this also include changes in the
share capital of the existing shareholders (Walton, 2019).
b) List of resolution to be passed by Remedium
Here in case of Remedium the major change in the resolution will be in the ownership as now
the company also owns the JDM. Thus, this has increased the governing and monitoring as
now this will also have to be monitored by Remedium. Thus, in the resolution passed by the
company for the meeting of board of director, new board of director will be appointed in
order to administer and monitor the JMD and its operation as well.
Also, in case of shareholder in general meeting the resolution being passed for them is related
to their diluted stake in the share capital of the company (Tahir, 2018). This is majorly
because of the fact that when the company becomes the wholly owned subsidiary of the other
company then this dilutes the share of subsidiary and increases the stake of the parent

company. Hence, in this resolution for the shareholders in the general meeting the discussion
will take place on the changed share of the shareholders in the capital of the company
(Erdoğan, 2018).
c) The information which is provided to the customer and investors regarding making
changes in company is undertaken through the newspaper in which the important details are
published which is to be notified through the government authorities. As by this manner, it
also results in getting more interest by the customer regarding investing money in the
business. In respect of allotment of shares, the shares are allotted on the bases of the amount
of shares invested by the customer in the business (Walton, 2019).
Thank You
Yours sincerely
XYZ
CONCLUSION:
From the above study, the report concludes the matters relating to interpreting the
rules and regulation of the business by imposing them on the current situation. In first
documents, the matters which is presented is relating to presenting various sources of funding
and examining various business structure to choose the business. The second document stated
about the matters which the company is facing and thus suggestion are given in respect of
adapting various claims and liabilities to resolve from such issues. The last document reflects
the aspects relating to the resolution which is passed by the company in respect of sharing the
important information to the shareholders.

REFERENCES
Books and Journals
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Climate Change. Copenhagen Business School, CBS LAW Research Paper. pp.19-11.
Cooter, R. D. and Porat, A., 2016. Getting incentives right: improving torts, contracts, and
restitution. Princeton University Press.
Epstein, R. A. and Sharkey, C .M., 2020. Cases and materials on torts. Aspen Publishers.
Erdoğan, M., 2018. The companies act 2006 requires a director to ‘promote the success of the
company for the benefit of its members as a whole’(section 172). critically analyse the
scope and impact of this section.
Falkner, R., 2017. Business power and conflict in international environmental politics.
Springer.
Ford, C., 2019. The Banking/Commercial Separation Doctrine in Comparative
Perspective. Available at SSRN.
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Lawton, T. C., 2017. Cleared for take-off: Structure and strategy in the low fare airline
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