Year 12s: what will be the first way you research your future options? >>

Urgent-company law exam

hi..I am really terrified..I have an exam in Company Law on Wednesday..It is a pre seen exam but I am totally lost in the question..I really need someone to give me a plan because I think I am not gonna make it until Wednesday. PLEASE HELP ME

The question is this:
Q1 Steve is the majority shareholder and Managing Director of PH Ltd ("the
company"). Her Majesty's Revenue & Customs (HMRC) successfully petitioned,
on the 1st July 2011, to have the company wound up; the HMRC are owed
£15,000 in unpaid PAYE contributions.
A liquidator has been appointed who has established the following facts:
PH Ltd took out a loan with Wessex Building Society for £75,000 in March
2008, secured by a floating charge on the company’s assets. The debenture
contained a term prohibiting the granting of a subsequent fixed charge, on all or
part of its assets, without the society’s permission. The charge was duly
registered.
In November 2007, the company received a loan of £20,000 from Steve’s
brother, Dillon and £25,000 from Steve’s father, Jake. Both loans were
repayable on demand. In August 2009, Dillon and Jake wanted either
repayment of their loans or security granted on them. As the company were in
no position to repay the loans, Steve was keen that they should not be
disadvantaged so agreed with Dillon for him to acquire, as full and final
settlement of the debt, one of the company’s machines worth £30,000. Jake,
who was unaware of the earlier prohibition agreement, was granted a validly
registered fixed charge on his loan, secured on the company’s premises and
land.
Earlier, in May 2009, the company needed a cash injection, so arranged for an
overdraft facility with Durham Bank plc ("the bank") for £100,000, which was
secured by a validly registered floating charge over the company’s assets. By
March 2011 the company had exceeded the overdraft for the third consecutive
month; this resulted in the bank demanding improved security. Although the
bank knew all the terms of the floating charge granted earlier to the Wessex
Building Society, they agreed to take a validly registered fixed charge on the
overdraft.
Advise the liquidator.

Q2 Kevin is a solicitor specialising in company law. He returns to work after a one
week holiday to find out that the following clients are seeking his advice on the
issues below.
a) The directors of Global Ltd.
These directors issued new shares at a favourable price to existing United
Kingdom shareholders. Due to the high cost and complexity of legislation
they did not offer these to United States (US) shareholders. These US
shareholders are now threatening legal action.
b) The directors of Bronx Football Club Ltd
The directors of Bronx Football Club Ltd are considering issuing preference
shares, each carrying ten votes, to existing shareholders, in order to defeat
a takeover bid by Fred Flashman. They believe Flashman will ruin the Club
but Kevin, a minority shareholder, is threatening legal action if they carry out
their plan.
c) The liquidator of Groundworks Ltd
Over the last six months the company has been insolvent and nearly all of
the money paid to creditors, by the company, has been paid to John. John is
a major creditor of the company as he subcontracts to them his services and
equipment. The payments to John were authorised at a shareholders
meeting. However, John is the joint owner of Groundworks Ltd along with
his wife Helen, and creditors are pressing the liquidator to get John to repay
this money personally.
d) Shazia, a director of Edifice Ltd
Shazia has discovered that fellow directors, Eric and Ernie, have taken over
a construction contract that the company was about to enter into with
Jericho Builders Ltd. She has also discovered that Gary, another fellow
director, has been paid a commission to place orders for building materials.
Shazia wishes to know if there is any redress available to the company
against these directors.
e) Siblings Rosie and Jim, directors of Cork Ltd
Rosie and Jim believe their father will be disqualified from being a director
due to his misconduct in the company’s recent insolvency. They are
concerned as to whether they may be disqualified too but argue that they
played very little part in the running of the company as that was left to their
father who was the Managing Director.
Discuss the advice that Kevin should be giving to his respective
clients on each of the issues detailed above. Limit your answer to
matters concerning potential breaches of directors’ duties and
disqualification.