Question 9

Let’s assume that Kristina bought all interests from other partners. She is now 100% owner (100% собственник) & CEO (первый руководитель) of VAK. How much of VAK’s outstanding debt can AgroKazakhstan collect separately (отдельно) from Kristina?

1. Nothing. Art. _____ (Civil Code) and Art. _________ (Statute)

2. 100% of the outstanding debt. Art. _____ (Civil Code) and Art. _________ (Statute)

3. 49% of the outstanding debt. Art. _____ (Civil Code) and Art. _________ (Statute)

4. 1 bln. Art. _____ (Civil Code) and Art. _________ (Statute)

Correct answers (Would be on Saturday)

Instructor: Zhanat Alimanov

Course: Business Law

Date: December 6, 2010

Variant: 1

ID: _____________________________________________________

First Name: _____________________________________________________

Last Name: _____________________________________________________

Final Exam on Business Law

Important notices:

1. For the purposes of this test, we assume that:

1. all facts and information in the case do not need to be proved (не нужно доказывать); and the actions have been properly documented and made;

2. if people’s age is not indicated and it is not mentioned otherwise, all people are assumed to have deed capacity; and

3. all fees and other payments are in KZT.

2. During the test you will have to find necessary articles in the Civil Code & Statutes by yourselves. It is advised to read cases and articles of the Code & Statutes carefully and thoroughly.

3. Unless otherwise (если иное не предусмотрено) is mentioned, let’s assume that provisions of companies’ foundation documents do not vary from those of the Code & Statutes.

4. The text of a case applies to all questions afterwards which mention names of people in the case until the new case starts.

Vocabulary

1. Legal capacity - правоспособность

2. Deed capacity - дееспособность

3. General Partnership - полное товарищество

4. Limited Partnership – коммандитное товарищество

5. Limited Liability Partnership - ТОО

6. JSC=Corporation=Акционерное Общество

7. Partner – участник/товарищ

8. General partner – полный товарищ

9. Shareholder - акционер

10. Interest - доля

11. Share - акция

Case

Let’s assume that Vika, Aigerim & Kristina decided to make a company that will deal with biochemicals, and called it “Corporation VAK.”

The ownership became the following: (1) Vika – 51%; Aigerim – 48%, and Kristina – 1%. VAK contracted AgroKazakhstan to make certain fertilizers to promote growth of vegetables. VAK made such fertilizers that all vegetable perished within a week of using the fertilizers.

AgroKazakhstan sued for damages. VAK cannot cover all damages, and have 7 bln. of outstanding debt (невыплаченный долг).

Aigerim found Askhat, her old KIMEP friend, and would like to sell (хочет продать) her interest (доля) in the company for 100 tenge.

Part 1. Vak is General Partnership (полное товарищество)

Question 1 (1.5%)

How much of VAK’s outstanding debt can AgroKazakhstan collect separately (отдельно) from:

1. Vika 7 bln. (0.5%)

2. Aigerim 7 bln. (0.5%)

3. Kristina 7 bln. (0.5%)

Question 2

Let’s assume that Vika does not mind (не возражает) Aigerim’s sale of the interest. However, Kristina is against. Is Aigerim entitled to sell her interest in the Partnership?

1. Yes, Aigerim can sell as Vika has a controlling interest in the partnership.

2. No, Aigerim needs to collect consents of all partners.

3. No, it would be unfair to Askhat.

4. No, Aigerim has to offer her interest first to Kristina and Vika, and she has not done it yet.

Question 3

Let’s assume that Aigerim manages legally to sell her interest to Askhat. AgroKazakhstan brings action against Askhat for 7 bln. Is Askhat liable?

1. Yes, but only for 49% of the debt.

2. Yes, for the full amount of the debt, i.e., 7 bln.

3. No, he became the owner after the debt was made.

4. No, partners are not liable for the debts of the partnership.

Part 2. VAK is Limited Partnership (коммандитное товарищество)

Let’s assume that Aigerim is limited partner (вкладчик). Vika & Kristina are general partners (полные товарищи).

Question 4 (1.5%)

How much of VAK’s outstanding debt can AgroKazakhstan collect separately (отдельно) from:

1. Vika 7 bln. (0.5%)

2. Aigerim nothing (0.5%)

3. Kristina 7 bln (0.5%)

Question 5

Let’s assume that Vika does not mind Aigerim’s sale of the interest. However, Kristina is against. Is Aigerim entitled to sell her interest in the Partnership?

1. Yes, Aigerim can sell as Vika has a controlling interest in the partnership.

2. No, Aigerim needs to collect consents of all general partners.

3. Yes, limited partners do not need consents of the general partners.

4. No, Aigerim has to offer her interest first to Kristina and Vika, and she has not done it yet.