The relevant topics are: • Separation of power within a company; • Directors' duties. Set out below are some examples of questions which could be asked in these areas, but they

are not a definitive list, and assessors may tailor their approach due to the limited time. Students must demonstrate their ability to evaluate the issues as this is required (to a greater or lesser degree) for a Level 7 grade. What do we mean by 'separation of power' (or 'balance of power') within companies? How effective do you think that requiring shareholder approval for a substantial property transaction is in preventing directors in small private companies from abusing their position? From the facts of the oral scenario, do you think that either Tom or Megan have breached any of the general duties set out in ss.171 - ss.177? Do you consider any of the general duties of the directors (ss.171-177) add an extra layer of protection in preventing directors of small companies from abusing their position by entering into an SPT? What is the 'proper claimant' principle? If there is a breach of duty, can the director(s) avoid liability? Explain why the directors are not in breach of their duty to act within their powers? Give an example of what practical steps directors should take to protect themselves against allegations of breach of the s.172 duty to promote the success of the company? Do you think that, in this scenario, Richard is either a 'de facto' or shadow director?