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SQE2 Sample Test — Ant Law
Letter to clients: Redwing Print & Packaging Ltd — removing a co-founder director, a weighted-voting article and a four-year service agreement
You are a solicitor at Whitcombe & Ash LLP, Solicitors, of 22 Weekday Cross, Nottingham NG1 2GB. You act for Ms Farrah Iqbal and Mr Oliver Trent, two of the three directors and shareholders of Redwing Print & Packaging Limited ("the Company"), a private company limited by shares incorporated in England in March 2018. The Company manufactures compostable food packaging from Unit 9, Colwick Industrial Estate, Nottingham, and employs 24 staff.
The issued share capital is 100,000 ordinary shares of £1 each: 40,000 held by Ms Iqbal (managing director), 30,000 by Mr Trent (operations director) and 30,000 by Ms Sylvia Marchetti (creative director). The three founded the Company as friends from art school, each has worked in it full time from the start, and all three have always sat on the board. The Company has bespoke articles based on the Model Articles with additions, including:
Article 26 — On a resolution to remove a director from office, any share held by the director concerned shall carry three votes per share; and on a resolution to alter or remove this article, any share held by any director shall carry three votes per share.
The article was suggested by the founders' accountant at incorporation "so that no one could ever be ganged up on". Neither client mentioned it to you; you found it when reviewing the articles filed at Companies House.
Since autumn 2025, the clients say, Ms Marchetti has "checked out". She has attended two of the last seven board meetings; she has launched a wedding-stationery venture of her own, which they suspect uses the Company's large-format printer out of hours; and in May 2026 an artwork file she approved without checking cost the Company an £18,400 reprint for its biggest customer, Meadowcroft Dairy. A board meeting on 30 June 2026 ended with Ms Marchetti walking out. She is now staying with family in Italy and is not expected back until early September.
Question
Draft a letter to your clients, Ms Farrah Iqbal and Mr Oliver Trent, advising them on their plan to remove Ms Marchetti as a director and employee of the Company.
Your letter should:
- explain, in terms non-lawyers can follow, whether and how Ms Marchetti can lawfully be removed as a director, and what the correct procedure would involve;
- address each element of the plan the clients have described, identify what would be unlawful, ineffective or unwise, and explain the consequences;
- advise on the position under her service agreement and the Company's realistic financial exposure;
- identify what Ms Marchetti could do in response, set out the clients' realistic options and make a clear recommendation; and
- deal appropriately with any professional-conduct concerns that arise.
You may use the letterhead template provided. You do not need to draft any notices, resolutions or board minutes. You have 30 minutes.
You must write your answer on this template.
Ms Farrah Iqbal and Mr Oliver Trent
Redwing Print & Packaging Limited
Unit 9, Colwick Industrial Estate
Nottingham NG4 2JT
Our ref: [insert] Your ref: [insert]
Date: [insert date]
Dear [insert],
[insert subject heading]
[insert body of letter]
Yours sincerely,
[insert name]
Whitcombe & Ash LLP
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Ms Farrah Iqbal and Mr Oliver Trent
Redwing Print & Packaging Limited
Unit 9, Colwick Industrial Estate
Nottingham NG4 2JT
Our ref: WA/FI-OT/Redwing Your ref: —
Date: 16 July 2026
Dear Ms Iqbal and Mr Trent,
Redwing Print & Packaging Limited — Ms Marchetti: directorship, employment and the way forward
Thank you for coming in on 14 July, and for Ms Iqbal's email the following morning confirming your instructions. You asked me to set out in writing whether your plan for parting company with Ms Marchetti works, what
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