ACCAF4公司法与商法题库
ACCA考试F4公司法与商法Russia真题2011年6月_真题-无答案
ACCA考试F4公司法与商法（Russia）真题2011年6月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Russian legal system:(a) Describe the role and structure of the courts of general jurisdiction. (7 marks)(b) Explain the circumstances that will make it appropriate for a case to be dealt with by the court of arbitration. (3 marks)** relation to means of securing obligations:(a) Define ‘surety’. (2 marks)(b) Explain the rights and responsibilities of a surety. (4 marks)(c) Explain how the responsibilities of a surety are terminated. (4 marks)** relation to employment law:(a) Explain the general reasons for termination of a labour contract under the provisions of the Labour Code. (6 marks)(b) Explain the circumstances under which an employer must dismiss an employee. (4 marks)** relation to voluntary representation:(a) Explain the purposes and effect of a power of attorney. (3 marks)(b) Describe the types of powers of attorney that may be granted and the form they must take. (3 marks)(c) Explain how a power of attorney may be terminated. (4 marks)** relation to capital and financing:(a) Explain the process through which a joint-**pany (company limited by shares) may: (i) increase its share capital. (3 marks) (ii) reduce its share capital. (3 marks)(b) Explain the circumstances under which a shareholder may demand the redemption of shares, and the procedure for redemption. (4 marks)** relation to management and administration:(a) Define a ‘transaction in which there is an interest’ and set out the criteria that determine whether a party is deemed to be an interested party. (6 marks)(b) Explain how a transaction in which there is an interest is approved. (2 marks)(c) Explain the consequences of a violation of the procedures required to approve a transaction in which there is an interest. (2 marks)** relation to company insolvency:(a) Explain the purposes of observation. (2 marks)(b) Explain the observation process and how this affects the operations of **pany while observation is in force. (4 marks)(c) Explain the alternative outcomes once the observation process has been concluded. (4 marks)8.ZAO Learnfast is a publisher of study materials for professional students. It entered into contracts with Anna and Yevgeni under which they would produce study texts, with each text to be divided into 12 chapters of approximately equal length.Shortly after beginning to write her study text, Anna discovered that the work was too demanding. She wrote to ZAO Learnfast explaining this, enclosing drafts of the three chapters she had managed to complete, together with her invoice for one-quarter of the fee.Three months after entering into the contract with Yevgeni, ZAO Learnfast was advised by the relevant professional body that the subject on which Yevgeni was writing his study text would be withdrawn within a year. ZAO Learnfast wrote to Yevgeni explaining that his study text would no longer be required. By this time, Yevgeni had written three chapters of the study text. ZAO Learnfast is prepared to pay Yevgeni one-quarter of the fee specified in the contract.The contracts between ZAO Learnfast and the two writers made no provision for these events.Required:(a) Discuss the consequences of Anna’s withdrawal from her cont ract with ZAO Learnfast. (5 marks)(b) Discuss the consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni.(5 marks)9. Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Oleg’s capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners.In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles.Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business.Required:Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership.(10 marks)10. The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of **pany. **pany has struggled to achieve growth in recent years and Yuri has already demonstrated his ability to revive the economic fortunes of other **panies.Yuri has stated that he is prepared to accept the position subject to several conditions.(i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of **pany without power of attorney, as he argues that **pany must respond rapidly to urgent business needs.(ii) He insists that he must have the authority to take decisions on the **position of the board of directors as well as the capital structure of **pany.(iii) Yuri wants **pany to agree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in **pany.Required:Advise the board of directors of OAO Hopeful in respect of Yuri’s demands. (10 marks)。
ACCA考试F4公司法与商法Global真题2007年12月_真题-无答案
ACCA考试F4公司法与商法（Global）真题2007年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to legal systems distinguish between the following:(a) Criminal law; (3 marks)(b) Civil law; (3 marks)(c) Arbitration. (4 marks)2. Explain the seller’s obligations in respect of requirements as to the quality of goods supplied, under Article 35 of the UN Convention on Contracts for the International Sale of Goods. (10 marks)3. Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the meaning of, and rules relating to, damages for breach of contract. (10 marks)** relation to a company’s memorandum of association, explain the following:(a) the registered office clause; (3 marks)(b) the capital clause; (3 marks)(c) the name clause. (4 marks)** relation to the rules governing the payment of company dividends explain:(a) how dividends may be properly funded; (4 marks)(b) the rules which apply to public **panies; (3 marks)(c) the consequences of any dividend being paid in breach of those rules. (3 marks)** the context of the UN Convention on International Bills of Exchange and International Promissory Notes:(a) Define an international bill of exchange. (4 marks)(b) Explain the different roles of the following parties: (i) the drawer; (ii) the drawee; (iii) the payee. (6 marks)7. In the context of corporate governance explain the role of the **pany auditors, paying particular regard to the following issues:(a) their qualifications;(b) their powers;(c) their duties.(10 marks)8. Ax, a Swedish manufacturer, contacted Bo, a German manufacturer, to enquire about Bo making special screws of a particularly high quality.Bo provided by return a list of prices and delivery periods.Ax then ordered 3,000 screws and also 3,000 specialised nuts and bolts, not mentioned before.Bo requested payment in advance or a letter of credit. Ax, in turn, asked for a pro-forma invoice.When Bo sent the invoice it listed screws of a lower quality than the original specification with their respective prices.Ax objected immediately and demanded delivery of the articles in the ‘ordered’ quality. Bo agreed to delivery of higherquality articles but insisted on a higher price than on the invoice. Ax insisted on delivery of the higher-quality items but for theprice listed in the invoice.Required:Advise the parties whether or not they have entered into a binding contractual agreement on the basis of the UN Convention on Contracts for the International Sale of Goods. (10 marks)9.Earl has been employed by Flash Co, for the past 20 years. During that time he has also invested in **pany in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Co. The shares are of $1 nominal value and are paid up to the extent of 75%. The debentures, to the value of $5,000, are secured by a fixed charge against the land on which Flash Co’s factory is built.In April it was announced that Flash Co was going into immediate insolvent liquidation, owing considerable amounts of money to trade creditors (trade payables). As a result of the suddenness of the decision to liquidate **pany, none of the employees received their last month’s wages. In Earl’s case this amounted to $2,000.Req uired:Advise Earl as to his rights and liabilities in relation to Flash Co in regard to:(a) his unpaid wages; (3 marks)(b) his shareholding; (3 marks)(c) his debentures. (4 marks)10. Katch Co is a small private **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of them, Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Co, although he has never been officially appointed as such.Six months ago Len entered into a contract on Katch Co’s behalf with Mo to produce some advertising material for **pany. However Katch Co did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him.Required:Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Co and in particular advise whether or not Katch Co is liable to Mo. (10 marks)。
ACCA考试F4公司法与商法Scots真题2009年6月_真题-无答案
ACCA考试F4公司法与商法（Scots）真题2009年6月(总分100,考试时间180分钟)ALL 10 questions **pulsory and MUST be attempted** and distinguish between the following terms in relation to the doctrine of precedent in the Scottish legal system:(a) ratio decidendi and obiter dictum; (4 marks)(b) binding precedent and persuasive precedent. (6 marks)2.(a) Explain the circumstances in which a gratuitous promise may be binding in Scots law. (5 marks)(b) In relation to the law of contract, explain what is meant by an offer and distinguish it from an invitation to treat. (5 marks)** relation to the law of contract, distinguish between and explain the effect of:(a) a term and a mere representation; (3 marks)(b) express and implied terms, paying particular regard to the circumstances under which terms may be implied in contracts. (7 marks)** relation to company law, explain:(a) the limitations on the use of company names; (4 marks)(b) the delict of ‘passing off’; (4 marks)(c) the role of **pany names adjudicators under the Companies Act 2006. (2 marks)** relation to company law, explain:(a) the doctrine of capital maintenance; (4 marks)(b) the circumstances under which both a private and a **pany can reduce its capital and the procedure to be followed. (6 marks)6. Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)7. In relation to employment law, explain the meaning of redundancy and the rules that govern it.(10 marks)8. In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy body’s award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text.Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy body’s study manuals and had already entered into extensive preliminary expenses in relation to the publication of the new manual.Required:In the context of the law of contract, adviseBee Ltd whether they can take any action against Arti. (10 marks)9. Clean Ltd was established some five years ago to manufacture industrial solvents and cleaning solutions, and Des was appointed managing director.**pany’s main contract was with Dank plc a large industrial conglomerate.In the course of its research activity, Clean Ltd’s scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of directors overruled him and decided that **pany should stick to its core business.The managing director of Dank plc is a friend of Des’s and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to continue to deal with him, if only he was not linked to Clean Ltd.Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his **pany, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Ltd’s scientists, which has proved to be very profitable.Required:In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd. (10 marks)10. Greg is a member of the board of directors of Huge plc. He also controls a private **pany Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business.When Greg learns that Huge plc are going to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the London Stock Exchange on which it makes a large profit when it sells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to Greg through the declaration of dividends by Imp Ltd.Required:Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of:(a) insider dealing; and (5 marks)(b) money laundering. (5 marks)。
ACCA《公司法与商法》练习试题
ACCA《公司法与商法》练习试题Question:In relation to company law:(a)explain the meaning of， and procedures involved in，voluntary liquidation; and(b)explain and distinguish between;(i)a members' voluntary liquidation;(ii)a creditors' voluntary liquidation.Answer:(a)This question requires candidates to explain the meaning and procedures involved in the course of a voluntary liquidation in company law. One of the many consequences of incorporation is that a registered company becomes a legal entity in its own right having existence apart from its member shareholders. One of the attributes of this legal personality is that the company has not only separate， but also perpetual， existence， in that it continues irrespective of changes in its membership. Indeed， the company can continue to exist where it has no members at all. Winding up， or liquidation， is the process whereby the life of the company is brought to an end and its assets realised and distributed to its members and/or creditors. The rules governing winding up are detailed in the provisions of the Insolvency Act (IA) 1986 and the exact nature of the procedure depends on the type of winding up involved and depends upon the solvency of the company at the time when liquidation commences. Winding up can be conducted on a voluntary basis， in which case the members of the company themselves determine that the time has come for it to come to an end， or alternatively， the court may make an order that the company‘s life should come to an end. This question refers to the first of these alternatives， voluntary winding up.Section 84 IA states that a company may be wound up voluntarily:(i)when any period fixed for the duration of the company by the articles expires， or any event occurs， which shall， according to thearticles， lead to its dissolution. Under such circumstances the winding up has to be approved by an ordinary resolution.(ii)for any other reason whatsoever. Under these circumstances a special resolution is required to approve the winding up.This is the procedure the members would follow if the company is insolvent.In any case the winding up is deemed to have started on the date that the appropriate resolution was passed.(b)(i)A members‘ voluntary liquidation takes place when the directors of the company are of the opinion that the company is solvent and is capable of paying off its creditors. The directors are required to make a formal declaration to the effect that they have investigated the affairs of the company and that in their opinion it will be able to pay its debts within 12 months of the start of liquidation. It is a criminal offence for directors to make a false declaration without reasonable grounds. On appointment， by an ordinary resolution of the company， the job of the liquidator is to wind up the affairs of the company， to realise the assets and distribute the proceeds to its creditors. On completion of this task， the liquidator must present a report of the process to a final meeting of the shareholders. The liquidator then informs the Registrar of the holding of the final meeting and submits a copy of their report to them. The Registrar formally registers these reports and the company is deemed to be dissolved three months after that registration.(ii)A creditors‘ v oluntary liquidation takes place when the company is insolvent when it is decided to wind it up. The essential difference between this and the former type of liquidation is that， as the name implies， the creditors have an active role to play in overseeing the liquidation of the company and there is no declaration of solvency. First， a meeting of the creditors must be called within 14 days of the resolution to liquidate the company at which the directors must submit a statement of the company‘s affairs. The creditors have the final say in who should be appointed as liquidator。
ACCAF4公司法与商法题库.doc
Special resolution
正确答案：
Special resolution
问题22
Which of the followi ng is the n ame given to compa nies that are created by directors of in solve nt companies in order to continue their business illegally?
问题1
Which of the following must be proved to win a case of fraudule nt trading un der the In solve ncy Act 1986?
所选答案：The fraud wasintended正确答案：
The fraud was intended
问题2
Which of the following parties has their interest paid last out of a liquidated company's assets?所选答案：
Members
正确答案：
Members
问题3
At which point before its payme nt does a divide nd become a debt of the compa ny?
21
止确答案：
21
问题25
Which of the following statements concerning wrongful trading is correct?
所选答案：
A case of wrongful trading is brought by a company's liquidator
ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-38
1. Ashraf was employed by Theta Ltd. In the last few weeks Theta Ltd has asked Ashraf to take abnormal risks in the way he works in order to be more efficient. In every situation, Ashraf has refused and relations with the management have deteriorated to such an extent that Ashraf has now resigned. In what manner has Ashraf left his employment?
A. The director has committed the offence of providing misleading information to an auditor
B. This is an example of fraudulent trading on behalf of the director
A. He has been unfairly dismissed
B. He has been constructively dismissed
C. He has been summarily dismissed
D. He has not bee following would be used as a method ofdetermining if an individual was an employee or self employed?
ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-50
4 (a) According to the Enterprise Bankruptcy Law, where a creditor is indebted with their debtor before the bankruptcy application is accepted by the court, they may claim for debts’ offset to the bankruptcy administrator. Since the rental for the year of 2014 was due and the two quarters of service fees occurred before the acceptance of the application by the court, Stine’s debt might be offset from his credit.
In June 2014, Mering was declared bankrupt by a court which designated a bankruptcy administrator responsible for the liquidation. The bankruptcy administrator found that Mering had failed to pay the rental for 2014. Stine claimed the rental due for the year of 2014 as his credit and requested to offset the meal service fees for the first and second quarters of 2014. Stine also declared dissolution of the leasing agreement between the two parties.
ACCA F4《公司法与商法》知识点讲解(4)
ACCA F4《公司法与商法》知识点讲解（4）1 Human Rights ACT 19981.1 The Human Rights Act imposes a duty in "public authorities" to comply with the European Convention on Human Rights, and allows us to take action in the UK courts for violations of Convention rights.1.2 Prior to the Act conventions rights could only be enforced in the European Court of Human Rights in Strasbourg which could be time consuming, expensive and daunting.1.3 Now that the convention is part of UK law (HRA98) those rights can now be enforced in UK courts.2 The rights (articles)2.1 The main rights are:2.1.1 the right to life (A.2)2.1.2 prohibition of torture (A.3)2.1.3 no slavery or forced labour (A.4)2.1.4 right to liberty and security (A.5)2.1.5 right to a fair trial (A.6)2.1.6 no punishment without law (A.7) (generally therefore criminal offences should not be retrospective)2.1.7 right to respect for privacy, family life (A.8)2.1.8 freedom of thought, conscience and religion (A.9)2.1.9 freedom of expression, assembly and association (A.10/A.11)2.1.10 right to marry (A.12)2.1.11 no discrimination in rights (A.14)2.1.14 right to free elections.(Note that the Articles are set out in full in your Study Text).3 Impact on interpretation of statutes3.1 As a 'public authority' the courts are required to construe legislation so that – as far as possible – it is compatible with the rights contained within the convention and apply existing common law in a manner that is compatible with convention rights. S2 of the Act requires future courts to take account of previous decisions of the ECHR.If reconciliation with an Act of Parliament is not possible the existing legislation prevails although that may trigger a fast track procedure in the Act requiring Parliament to change existing laws. In such circumstances the court issues a declaration of incompatibility, it is then for the legislature to remedy the situation through new legislation. If the fast track procedure is used this gives ministers the power to alter incompatible parts of any primary legislation by way of statutory instrument.If a court cannot reconcile 'delegated' legislation with the convention it can decide that the legislation does not apply.It may no longer be appropriate for the courts to follow some precedents on the interpretation of statutes which pre date the Act. These may now be reviewed in light of the Act.4 Impact on new legislation4.1 Before the Second Reading of the Bill the Minister responsible must make a statement either that the legislation is compatible with Convention rights, or such a statement cannot be made but the government still wants to proceed. Not all of the Articles can be derogated from. Articles 2,3,4,7 and 14 are absolute rights and cannot be interfered with. In exercising the right of derogation however the member state must be both convinced of the need for derogation and that the response is proportionate to any perceived problem.5 Impact on public authorities5.1 Public authorities are Courts and tribunals and any other person whose functions are of a public nature eg Registrar of Companies and government departments such as the DTI.5.2 It is unlawful for public authorities to act in a way which is incompatible with a convention right. A person who considers he has beena victim of an unlawful act by that authority may bring proceedings within12 months of the act occurring.5.3 The court has power to do as it thinks fit.6 European Court of Human Rights (ECHR)6.1 The final source of appeal (after the House of Lords) on human rights issues is the European Court of Human Rights. There is no appeal from the European Court of Human Rights to the European Court of Justice. Decisions of the ECHR must be taken into account when deciding interpretation.NB. Note that new cases on the HRA98 are being decided all the time. The examiner plans to write an article to consider these cases. Keep checking your student accountant for developments.7 Examinability of HRA 98This is an area that the examiner has expressed to be important so be aware of developments that may be referred to in the press.Make sure that you have an appreciation of how HRA 98 may impact on other syllabus areas. For example:。
ACCA考试F4公司法与商法Scots真题2011年12月_真题-无答案
ACCA考试F4公司法与商法（Scots）真题2011年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Scottish legal system explain the following sources of law:(a) case law; (6 marks)(b) legislation, including delegated legislation. (4 marks)** relation to the contents of a contract explain the following:(a) express terms; (3 marks)(b) implied terms; (3 marks)(c) terms incorporated by reference. (4 marks)3. In relation to the law of negligence, explain the extent of a company au ditor’s duty of care; and to whom any such duty is owed. (10 marks)** the meaning of the following terms with regard to the law of agency, providing specific examples within the context of company law:(a) express authority; (3 marks)(b) implied authority; (3 marks)(c) ostensible/apparent authority. (4 marks)** relation to a company’s shares:(a) explain the following: (i) the statement of capital and initial shareholdings; (4 marks) (ii) the authorised minimum issued capital in a **pany. (1 mark)(b) explain and distinguish between ordinary shares and preference shares. (5 marks)** the context of corporate governance, explain and distinguish between:(a) (i) the chairman of a company’s board of directors; and (3 marks) (ii) a company’s managing director/chief executive. (2 marks)(b) (i) non-executive directors; and (2 marks) (ii) shadow directors. (3 marks)7. In relation to employment law explain the meaning of redundancy and the rules that govern it.(10 marks)8.Ade, a keen pottery collector, saw a notice for an auction of Bede pottery in the January edition of Antiques News. He travelled 300 kilometres to attend the auction in order to bid for a particularly rare example of Bede pottery, specifically mentioned in the lists of items to be auctioned. However, when he got to the auction site he found a notice outside, stating that the auction had been cancelled. Ade went into a nearby antique shop and saw an example of the type of pottery he **e to bid for. The price ticket stated that it was £500, but Ade said he was only willing to pay £350 for it. The shopkeeper, Chip, said he would sell it for £400 and as Ade said he would like time to think about it over lunch, Chip agreed not to sell it before Ade returned.However, when Ade returned to buy the pottery, he found that Chip had already soldit to someone else, who had paid £450 for it.Required:In the context of contract law, advise Ade whether he can take action against:(a) the auctioneers, for the expense of his travel to the auction; and(b) Chip, for not selling the pottery to him.9. Doc, a supplier of building materials, entered into the following transactions:(a) An agreement to sell some goods to a longstanding friend, Ed. The contractual document, however, actually stated that the contract was made with Ed’s company, Ed Ltd. Although the materials were delivered, they have not been paid for and Doc has learned that Ed Ltd has just gone into insolvent liquidation. (4 marks)(b) Doc had employed a salesman, Fitt, whose contract of employment contained a clause preventing him, Fitt, from approaching any of Doc’s clients for a period of two years after he had left Doc’s employment. Doc has found out that, on stopping working for him, Fitt has started working for a company, Gen Ltd, wholly owned by Fitt and his wife, and is approaching contacts he had made while working for Doc. (6 marks)Required:In the context of company law, advise Doc as to the legality and likely outcome of the above situations.Notes:– in (b) th e legality of the restraint of trade clause in Fitt’s contract of employment may be assumed; and–the mark allocation is shown against each of the transactions above.(10 marks)10. Ian is an accountant and one of his clients is Jet, who runs an illegal operation as well as some other legitimate businesses. Jet approached Ian for advice as to how he should deal with the gains he makes from the illegal operation.Ian suggested that, rather than try to use his existing legitimate businesses to disguise the source of the money, Jet should use his legally made money to buy the local football club, Kickers, with the intention of passing his gains from the illegal operation through its acc ounts.Ian’s reasoning was that as there was a lot of cash going through the football club on a weekly basis, and as there appeared to be very little control exercised over the finances of football clubs, it would be easy to mingle the illegal money with th e football club’s legitimate receipts.Jet accepted the proposal, bought the club, appointed Ian as its finance director and together they passed the illegal money through the football club. Lol, the long-term team manager of Kickers, has noticed the increa se in the club’s income, but is concerned that the extra money is going to Jet as the owner, and not being used to finance the club.Required:Analyse the scenario from the perspective of the law relating to money laundering, advising Lol as to the legality of the above situation and what action can be taken against Ian and/or Jet. (10 marks)。
ACCA考试F4公司法与商法Scots真题2008年6月_真题-无答案
ACCA考试F4公司法与商法（Scots）真题2008年6月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Scottish legal system explain the following sources of law:(a) Case law; (6 marks)(b) Legislation. (4 marks)** relation to contract law explain the meaning and effect of:(a) an offer; and (4 marks)(b) an invitation to treat. (6 marks)3. In relation to the delict of negligence explain the standard of care owed by one person to another. (10 marks)** the context of company law explain:(a) the doctrine of separate personality and its consequences; and (6 marks)(b) the circumstances under which separate personality will be ignored. (4 marks)** relation to company law explain the meaning of the following:(a) ordinary shares; (3 marks)(b) preference shares; and (3 marks)(c) debentures. (4 marks)** relation to company law distinguish between:(a) executive directors; (4 marks)(b) non-executive directors; and (3 marks)(c) shadow directors. (3 marks)** relation to employment law:(a) Explain why it is important to distinguish between contracts of service and contracts for services. (4 marks)(b) State how the courts decide whether someone is an employee or is self-employed. (6 marks)8.Astride entered into a contract with Bild Ltd to construct a wall around the garden of a house she had just purchased. The wall was to be three metres high to block out a view of a rubbish tip. The wall was due to be finished in May and Astride entered into another contract with Chris to landscape the garden starting on 1 June.Bild Ltd finished the wall on 25 May. However when Astride came to examine it for the first time she found that it was only 2·50 metres high and that the rubbish tip was still visible from the top of her garden.On 1 June, Chris informed Astride that he was too busy to landscape her garden and that she would have to get someone else to do it. The only person available, however, will charge Astride £500 more than Chris had agreed for doing the work.Required:Analyse the scenario from the perspective of the law of contract, advising Astride:(a) Whether she can require Bild Ltd to reconstruct the garden wall in order to make it the agreed height, and if not, what alternative action is available to her. (5 marks)(b) Whether she can require Chris to undertake the work on the garden, and if not, what alternative action is available to her. (5 marks)9. Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. Last year Dan retired from the partnership. Eve has subsequently entered into two large contracts. The first one was with a longstanding customer Greg, who had dealt with the partnership for some five years. The second contract was with a new customer Hugh. Both believed that Dan was still a partner in the business. Both contracts have gone badly wrong leaving the partnership owing £50,000 to both Greg and Hugh. Unfortunately the business assets will only cover the first £50,000 of the debt.Required:Explain the potential liabilities of Clare, Dan, and Eve for the partnership debts. (10 marks)10.Sid is a director of two listed **panies in which he has substantial shareholdings: Trend plc and Umber plc. The annual reports of both Trend plc and Umber plc have just been drawn up although not yet disclosed. They show that Trend plc has made a surprisingly big loss and that Umber plc has made an equally surprising big profit. On the basis of this information Sid sold his shares in Trend plc and bought shares in Umber plc. He also advised his brother to buy shares in Umber plc.Vic who is also a shareholder in **panies sold a significant number of shares in Umber plc only the day before its annual report was published.Required:(a) Analyse the above scenario from the perspective of the law relating to insider dealing; (8 marks)(b) In particular advise Vic as to his position. (2 marks)。
ACCA F4《公司法与商法》知识点讲解(2)
ACCA F4《公司法与商法》知识点讲解（2）1 Sources of law(a) Common law(b) Equity(c) Statute (legislation) including delegated legislation(d) European Union Law2 Common law and equity2.1 This is a system of law based upon decided cases. Legal rules (initially created by judges when hearing cases) are followed by judges in subsequent like cases.It developed after the Norman Conquest.2.2 Initially only common law rules were derived from cases. The aim of common law was certainty. However various problems within the common law system resulted in the development of another kind of case law called equity. Equity sought to address some of the problems contained in the common law system. Its aim is fairness.2.3 Amongst the common law problems were inadequate remedies, a failure to recognise trusts and a reluctance to allow new causes of action to develop.2.4 At first common law and equity operated as two distinct systems of law with their own independent court and judges. Given that equity is based on fairness however it was eventually decided that in the event of conflict between the two systems equity should prevail.2.5 The two systems have now been merged together. In practice therefore, if you seek a remedy in the courts today, the court will look first to the common law. If the common law can deal with your problem adequately there will be no recourse to equity. If the common law is unable to deal adequately with the problem the court will look to equity.2.6 Equity is therefore referred to as to a supplement to the common law.2.7 The operation of equity is entirely discretionary whereas common law applies automatically.2.8 Maxims:'He who comes to equity must come with clean hands.''Equity does not suffer a wrong to be without a remedy.'。
ACCA考试F4公司法与商法真题2014年12月_真题-无答案
ACCA考试F4公司法与商法真题2014年12月(总分100,考试时间120分钟)Section A – ALL 45 questions **pulsory and MUST be attemptedPlease use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer toeach multiple choice question.1. Which of of the following involves an offer which may only be accepted by performing an action?A. A collateral contractB. A unilateral contractC. A bilateral contract2. An agency relationship which is made retrospectively is referred to by which of thefollowing terms?A. Agency by estoppelB. Agency by ratificationC. Agency by necessity3. In contract law, the ‘market rule’ arises in relation to which of the following?A. OfferB. ConsiderationC. RemotenessD. Mitigation4. In relation to a debenture, which of the following is NOT true?A. It may be issued at a discountB. Interest on it may be paid from capitalC. It is paid after preference sharesD. It is freely transferable5. Tan writes to Yun stating that he will sell his car to him for £10,000. At the same time, Yun writes to Tan stating that he will buy his car for £10,000.Which of the following statements applies to this situation?A. There is a binding agreement due to the postal ruleB. There is a collateral contractC. There is neither an agreement nor a contract6. Which of the following statements about contracts of employment is true?A. They can be made either orally or in writingB. They must be made in writingC. They must be evidenced in writing7. Where directors make a false statement of solvency prior to a members’ voluntary liquidation, which of the following have **mitted under the relevant legislation?A. A breach of criminal law with criminal penaltiesB. A breach of civil law with criminal penaltiesC. A breach of civil law with civil liabilityD. A breach of both civil and criminal law with liabilities under both8. Which of the following is the consequence when a patient signs a medical consent form before an operation?A. The patient gives up any right of action for any injury sufferedB. Any action for any injury suffered during the operation is limited to negligenceC. The level of any potential payment for any injury suffered is reduced9. Where a contract states the sum to be paid in the event of a breach of contract, the stated sum is known as which of the following?A. Unliquidated damagesB. Liquidated damagesC. C Specific damagesD. Nominal damages10. Which of the following applies to the concept of enlightened shareholder value?A. It is the price shares can be expected to raise if they were to be soldB. It is the yardstick for assessing the performance of directors’ dutiesC. It is the standard of behaviour expected of shareholders in general meetings11. Which of the following involves a summary dismissal in relation to a contract of employment?A. Both parties agree to end the contract immediately without noticeB. The employee breaks the contract without noticeC. The employer terminates the contract without notice12. What qualification is **pany secretary of a private **pany required to have?A. An appropriate legal qualificationB. An appropriate professional qualification such as ACCAC. No qualification13. Statutory redundancy payment is calculated on the basis of which of the following?A. Length of service and pay onlyB. Age and length of service onlyC. Age, length of service and pay14. In relation to wrongful trading, the standard against which the conduct of directors will be assessed is which of the following?A. Purely subjective, depending on the actual skill of the directorB. Purely objective, depending on what is expected of a director in that positionC. A mixture of subjective and objective but only to increase potential liabilityD. A mixture of subjective and objective but only to reduce potential liability15. Which of the following statements as regards an acceptance of an offer ‘subject to contract’ is true?A. It binds the offerorB. It binds neither partyC. It binds both parties16. Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?A. The objective standard of a newly qualified driver, lack of experience will be taken intoaccountB. The objective standard of a competent driver, lack of experience will not be taken into accountC. The subjective standard of actual ability17. Which of the following are ordinary partnerships UNABLE to create in relation to their property?A. MortgagesB. Fixed chargesC. Floating charges18. Which of the following courts deal with civil law matters ONL Y?A. The Crown CourtB. The magistrates’ courtC. The county court19. Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo.Which of the following types of consideration has Mia provided?A. Executed considerationB. Executory considerationC. Past consideration20. Which of the following requires court approval before the appointment of an administrator?A. CreditorsB. Holders of floating chargesC. The directors of **panyD. **pany itself21. Which of the following is an English court NORMALL Y bound to follow?A. An obiter statement of a higher courtB. A ratio of a lower courtC. A ratio of a court at the same levelD. An obiter statement of the Supreme Court22. Which of the following courts hear appeals from the magistrates’ court?(1) County court(2) Crown Court(3) High CourtA. (1) and (2) onlyB. (2) and (3) onlyC. (1) and (3) onlyD. (1), (2) and (3)23. Which of the following is NOT an automatic consequence of a compulsory winding up order against a public **pany?A. Transfers of shareholdings are suspendedB. Liquidation is deemed to start on the date of the issuing of the orderC. Directors cease to exercise any management powerD. Employees are immediately dismissed24. Which TWO of the following apply to shares of companies whose names end in ‘Ltd’?(1) They may not be issued to non-members(2) They may not be offered to the public (3) They may not be transferred (4) They may not be traded on the stock exchangeA. (1) and (2)B. (2) and (3)C. (1) and (4)D. (2) and (4)25. Which of the following statements regarding the age limits for serving as a director in a public **pany is true?A. Minimum age 16 years and no maximum ageB. Minimum age 21 years and no maximum ageC. Minimum age 21 years and maximum age 75 yearsD. Minimum age 16 years and maximum age 75 years26. Which TWO of the following are private law actions?(1) Those between individuals(2) Those between business organisations(3) Those between individuals and the stateA. (1) and (2)B. (1) and (3)C. (2) and (3)27. In which procedure does a **mittee operate?(1) Compulsory liquidation (2) A members’ voluntary liquidation (3) A creditors’ voluntary liquidation (4) AdministrationA. (1) and (2)B. (2) and (4)C. (1) and (3)D. (3) and (4)28. The category of treasury **es into existence under which of the following circumstances?A. They are issued as such by a **panyB. They are issued as such by a **panyC. They are purchased as such by the exchequerD. They are purchased as such by a private or **pany29. Which of the following is NOT a source of English law?A. CustomB. EquityC. Public law30. Which of the following are owed a duty of care by auditors when preparing a company’s audit report?A. A potential investor with no current holdingB. An existing shareholder looking to increase their holdingC. A company looking to make a takeover bid for **panyD. **pany and the existing shareholders in **pany as a body31. In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business.Which of the following will allow the employee to reject the employment offered and claim redundancy?A. The alternative was suitable but the employee reasonably felt that it was not of the same statusB. The alternative was suitable but the employee refused to consider itC. The alternative was suitable but the employee’s grounds for refusing to acc ept it were unreasonable32. hich TWO of the following are reasons for dismissal which must be justified as FAIR?(1) Capability or qualifications of the employee (2) Legal prohibitions relating to the employee (3) Refusal of the employee to join a trade union(4) Taking part in unofficial industrial actionA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)33. What type of contract does an employee have?A. A contract for serviceB. A contract of serviceC. A contract for servicesD. A contract of services34. Which of the following describes a pre-contractual statement which does NOT form a term ofa contract but induces the contract?A. A conditionB. A warrantyC. A representationD. An innominate term35. Which of the following exists as a separate legal entity from its members?A. An ordinary partnershipB. A limited partnershipC. A limited liability partnership36. Which of the following must a **pany ALWAYS have?A. SharesB. Limited liabilityC. A company secretaryD. A registration certificate37. A breach of a contractual warranty enables the injured party to do which of the following?A. To sue for damages onlyB. To sue for damages or terminate the contractC. To sue for damages and terminate the contractD. To terminate the contract only38. n relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care?(1) The claimant suffered a financial loss (2) The harm suffered was reasonably foreseeable (3) A relationship of proximity existed between the parties(4) The claimant did not consent to cause the injury sufferedA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)39. In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volentinon fit injuria?A. It removes the requirement to pay damagesB. It reverses the burden of proof as to who can claim damagesC. It increases the level of damagesD. It decreases the level of damages40. Which of the following actions is open to a party who has only partly performed work under a contract?A. Quantum meruitB. Action for the priceC. DamagesD. Restitution41. Which of the following is an example of the purposive approach to statutory interpretation?A. The mischief ruleB. The literal ruleC. The golden rule42. Which is the correct minimum period of notice an employee is entitled to after five years’ service?A. One calendar monthB. Five weeksC. Ten weeksD. Five calendar months43. In relation to agency law, ‘warrant of authority’ is provided by which of the following?A. The agentB. The principalC. The third party44. Which of the following correctly applies to the burden of proof in a criminal case?A. It must be proved beyond reasonable doubtB. It must be proved on the balance of probabilitiesC. It lies with the prosecutionD. It lies with the defence45. Where a business includes a term in a contract which excludes liability for death and personal injuries through negligence, which of the following states the effect of the term?A. It is invalidB. It is invalid unless it is reasonable in the circumstances of the caseC. It is valid only if specifically brought to the attention of the other partyD. It is valid if it is clearly included in the contract termsSection B – ALL FIVE questions **pulsory and MUST be attemptedPlease write your answers to all parts of these questions on the lined pages within the Candidate Answer Booklet.1.Ann owns a shop selling prints. She placed an advertisement in the Friday edition of her local paper stating: ‘Unique opportunity to own a Bell print for £500 cash. Offer valid for one day only –tomorrow Saturday.’When Con saw the advert, he immediately posted a letter of acceptance.On Saturday, Di asked Ann if she would take a cheque for £500, but she refused to accept the cheque and told hershe could not have the print. Later that day Ann sold the print to Evi.On Monday morning Con’s letter arrived.Requir ed:In the context of the rules governing the creation of contracts:(a) Describe the precise legal nature of Ann’s advertisement; (2 marks)(b) Explain whether Con has any right of action against Ann; (2 marks)(c) Explain whether Di has any right of action against Ann. (2 marks)2.Fred is a member of Glad Ltd, a small **pany, holding 100 of its 500 shares. The other 400 shares are held by four other members.It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from **pany. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing ofa resolution so to do’. Required:(a) State the procedure which Glad Ltd must follow to alter its articles of association.(2 marks)(b) Explain the effect of the requirement that any alteration to a company’s articles of association must be for the benefit of **pany as a whole. (2 marks)(c) Explain whether or not the articles of association of Glad Ltd can be altered as proposed.(2 marks)3.Three years ago Ho subscribed for shares in **panies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per £1 share when he took the shares and was assured that he would not be required to make any further payment on them to IceLtd and **pany passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors. In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per £1 share. The shares are currently trading at 75 pence per share.Required:(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)(b) Explain the meaning and purposes of a share premium account.(2 marks)(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks)4.Kut Ltd is a small **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to Leo, who simply reports back to the board on the business he has carried out. Leo refers to himself as the chief executive officer of Kut Ltd, although he has never been officially appointed as such.In October 2014, Leo entered into a normal business contract on Kut Ltd’s behalf with Max. However, the other members of the board have subsequently lost confidence in Leo and have refused to pay Max, claiming that Leo did not have the necessary authority to enter into the contract with him. Required:(a) State the usual authority of individual directors to enter into binding contracts on ehalf of **pany.(2 marks)(b) Explain whether or not Kut Ltd is liable to pay Max.(4 marks)5.Nit is involved in illegal activity, from which he makes a large amount of money. He also owns a legitimate **pany and passes off his illegally gained money as profits of that business. Nit employs Owen, who is aware of the illegal source of the money, to act as the manager of the **pany, and Pat as his accountant to produce false business accounts for the taxi business.Required:In the context of the law relating to money laundering:(a)Explain the meaning of layering.(2 marks)(b) Explain whether any criminal offences relating to money laundering may have **mitted by Nit, Owen and Pat.(4 marks)。
ACCA考试F4公司法与商法China真题2010年12月_真题-无答案
ACCA考试F4公司法与商法（China）真题2010年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Civil Procedure Law of China:(a) explain the term exclusive jurisdiction; (2 marks)(b) state the major legal characteristics of exclusive jurisdiction, in terms of: (i) the basis of exclusive jurisdiction; and (4 marks) (ii) the effect of the rule of exclusive jurisdiction. (4 marks)** relation to the Property Law of China:(a) explain the term right of lien; (4 marks)(b) state THREE conditions to be met for a party to claim the right of lien. (6 marks)** relation to the Labour Contract Law of China:(a) state the various powers of the labour administration in exercising its supervisory and examining functions; (2 marks)(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law. (8 marks)** relation to the Contract Law of China:(a) explain the term termination of contract; (2 marks)(b) explain and distinguish between termination of contract and dissolution of contract. (8 marks)** relation to the Company Law of China:(a) state the basic rules regarding the shareholders of: (i) a general limited **pany; (2 marks) (ii) a sole-person limited **pany and a wholly state-**pany; and (2 marks) (b) state the requirements for capital of: (i) a general limited **pany; (2 marks) (ii) a sole-person limited **pany; and (2 marks) (iii) a company with exclusive state-ownership. (2 marks)** relation to the Enterprises Bankruptcy Law of China, state the legal effect of the acceptance of an application for bankruptcy by the court:(a) in terms of the preservative measures against the assets of the debtor; (4 marks)(b) in terms of the enforcement procedure against the relevant debtor; (4 marks)(c) in terms of pending legal actions against a debtor. (2 marks)** relation to the Securities Law of China:(a) explain the term sponsor in underwriting securities; (2 marks)(b) state the objective of the legislation to set up the system of sponsorship in underwriting securities; (2 marks)(c) state the various legal liabilities of a sponsor, in providing professional services, for his wrongdoings or failure to perform his functions. (6 marks)8.In 2009 Mr Lee and the **mittee entered into a contract for the management of land, under which he obtained the right to manage the contracted piece of land in a small mountain for 30 years. The contract was duly registered with the relevant government authority in light of the Property Law.One day when Mr Lee was planting trees on the mountain, he accidentally found a small coal mine in the mountain. Having discovered this information many villagers rushed to the mountain to exploit coal for sale. Mr Lee demanded the villagers stop the exploitation of coal, on the ground that he has been a legitimate holder of the right of management of land. Therefore, he should be a lawful holder of right to the coal mine under the land. On the other hand, the villagers refused to accept Mr Lee’s position and insisted that Mr Lee’s right to management of land would not extend to natural resources under the land. They held that the coal mine should be **mon property of the villagers as a whole and they were entitled to dig coal.Since Mr Lee and the villagers could not reach a settlement themselves, they filed a lawsuit against each other before the court for the determination of right.Required:Answer the following questions in accordance with the relevant provisions of the Property Law of China, and give reasons for your answer:(a) describe what kind of property right Mr Lee has held regarding the mountain; (2 marks)(b) describe who should hold the ownership of the coal mine in the mountain; (4 marks)(c) state how the court should deal with the claim brought by Mr Lee for damages against villagers because some of the trees in the land were destroyed by villagers in digging coal. (4 marks)9.Natural Gas Company (Gas Company) and Yaowa Glass Company (Yaowa Company) entered into a supply contract. The major terms and conditions of the contract were that Gas Company would provide a minimum 4,000 of natural gas daily for a period of five years at a fixed price; it should give a written notice five days in advance where it reduces the quantity of supply; Yaowa Company would provide a sum of RMB 100,000 yuan as a deposit for the performance of the contract. Yaowa Company paid the deposit pursuant to the supply contract upon the conclusion of the contract.Gas Company has been in decline since the beginning of 2010. In order to achieve extra profit, Gas Company sold more natural gas to other customers at a higher price by reducing the quantity of supply to Yaowa Company. One day Gas Company suddenly stopped providing natural gas to Yaowa Company without a notice in advance, which resulted in serious damage to the equipment of the latter.Due to unsuccessful negotiation between the two parties, Yaowa Company intended to seek the assistance from the people’s court.Required:Answer the following questions in accordance with the relevant provisions of the Contract Law of China, and give your reasons for your answer:(a) explain the legal nature of the deposit under the contract law, and state whether a claim for a refund of twice the amount of the deposit should be supported by the court; (4 marks) (b) state whether a claim requiring specific performance of contract by Gas Company should be supported by the court where the Yaowa Company has already requested a refund of twice the amount of the deposit. (6 marks)10.Kingmart Joint Stock Company (Kingmart Company) was a listed joint **pany listing in Shanghai Securities Exchange, with total assets of RMB 500 million yuan; while Dahua LimitedLiability Company’s (Dahua Company) registered capital was RMB 160 million yuan. At the end of 2009 the board of directors of Kingmart Company adopted a special board of directors’ resolution to merge with Dahua Company in a form of merger by absorption. After **pletion of the merger plan Dahua Company would be dissolved.For the purpose of carrying forward the merger plan, Kingmart Company and Dahua Company should take some procedural steps before the merger plan could be implemented and settle the credit and/or debt of these **panies with other parties.Required:Answer the following questions in accordance with the relevant provisions of the Company Law, and give reasons for your answer:(a) state the relevant voting requirement by the general shareholders’ meeting; (3 marks)(b) state the relevant rules with respect to public notice; (3 marks)(c) state how to deal with Dahua Company’s debts of RMB 500,000 yuan owed to a local electricity plant. (4 marks)。
ACCA考试F4公司法与商法Irish真题2010年12月_真题-无答案
ACCA考试F4公司法与商法（Irish）真题2010年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Irish legal system:(a) explain and distinguish between: (i) primary legislation; and (ii) secondary/delegated legislation. (6 marks)(b) explain the powers of the courts in relation to challenging the validity of primary and secondary/delegated legislation. (4 marks)2. State and explain the remedies available for breach of contract. (10 marks)** relation to the law of tort explain:(a) the neighbour principle; (4 marks)(b) remoteness of damage; (4 marks)(c) liability for economic/financial loss. (2 marks)** relation to the issuing of company shares explain:(a) pre-emption rights; (3 marks)(b) rights issues; (3 marks)(c) bonus issues. (4 marks)** relation to company law:(a) state, and explain the purpose of, the various registers that have to be kept by a company; (4 marks)(b) describe what accounting records will have to be produced and maintained by a company. (6 marks)6. In relation to company law, explain the duties owed by directors to **panies. (10 marks)** relation to employment law explain:(a) the meaning of unfair dismissal; and (6 marks)(b) the remedies available for unfair dismissal. (4 marks)8. In January 2009, Amy started a business as an independent website designer.To give her a start in her career, her brother Ben, who ran a retail business, said he would give her €1,000 if she updated his business website. At the same time, her friend Che asked her to do work for his business, also for a set fee of €1,000.However, by the time Amy **pleted the two projects her design business had become a huge success and she had lots of other business. When Ben and Che discovered how successful Amy’s business had become they both felt that they should not be asked to pay for the work they **missioned.Ben said he would not pay anything as he had only offered the work to help his sister out. Che said he would not pay anything either, on the basis that he had only given her work to do on the basis of their friendship.Required:Advise Amy as to whether she can insist on Ben and Che paying the full amounts of their initial promises. (10marks)9.Dee and Eff are major shareholders in and the directors of the **pany Fan plc. For the year ended 30 April 2009 Fan plc’s financial statements showed a loss of €2,000 for the year.For the year ended 30 April 2010 Fan plc made a profit of €3,000 and, due to a revaluation, the value of its land and buildings increased by €5,000.As a conseq uence, Dee and Eff recommended, and the shareholders approved, the payment of €4,000 in dividends.Required:Advise Dee and Eff as to:(a) the legality of the dividend payment; and (6 marks)(b) any potential legal liability in regard to the dividend payment. (4 marks)10. Geo, Ho and Io formed a partnership three years ago to run a hairdressing business. They each provided capital to establish the business as follows:Geo €20,000;Ho €12,000; andIo €8,000.The partnership agreem ent stated that all profits and losses were to be divided in proportion to the capital contribution.After 18 months Geo provided the partnership with a loan of €3,000 in order to finance the purchase of more stock. The loan was to be paid back from the profits of the business.Unfortunately the business was not successful and the partners decided to dissolve the partnership rather than risk running up any more losses. At the time of the dissolution of the partnership its assets were worth €20,000. Its extern al debts were €7,000 and none of the debt to Geo has ever been paid.Required:Advise the partners as to how the financial aspects of the dissolution will be conducted and how the assets will be distributed. (10 marks)。
ACCA考试《F4公司法与商法》必备考点(3)
ACCA考试《F4公司法与商法》必备考点(3)本文由高顿ACCA整理发布，转载请注明出处Memorandum of association1 Introduction1.1 The memorandum defines the company's relationships with third parties.Specimens are in the Companies Act.There are six principal clauses:-1.2 (a) name(b) registered office(c) objects(d) limited liability(e) share capital(f) association.NB: Plc’s will also have a clause declaring their status.2 Name clauseOverviewBasic objective2.1 This obviously sets out the company's name.Refusal to register2.2 By S.26 the Registrar may refuse to register a name which is:(a) offensive (in the opinion of the Secretary of State)(b) constitutes an offence (ie, prohibited by statute: Banks must be registered under the Banking Acts)(c) the same as an existing corporation (although a person can use his/her own name)(d) where the words require permission and this has not been provided. There are two types of such words:(i) those which imply a connection with the government or civil service.(ii) those mentioned in the list in the Business Names Act 1985 and The Company and Business Names (Amendments) Regulations 1992.Passing-Off2.3 (a) There is a tort (called passing-off) where a person carries on a business undera name that would mislead the public into believing the business is conducted by another person.(b) The most common method is to trade under a similar name.(c) The injured party must prove that there is a genuine possibility of confusion.(d) Remedies:(i) an injunction to prevent further violation.(ii) damages.(e) The court tends to allow the use of a person's name who is directly involved with the company.Changes of name2.4 (a) The name clause can be changed by special resolution.(b) The Secretary of State can order a company to change its name(i) Within 12 months if the company has been inadvertently issued with a name similar to that of an existing company. s.28(2)(ii) Within 5 years if misleading information was supplied. s.28(3)(iii) At any time if the use of the name is likely to cause harm to the public. s.32(c) Action of company (whether acting voluntarily or by direction).A copy of the special resolution and the revised memorandum must be sent to the Registrar within 15 days.更多ACCA资讯请关注高顿ACCA官网：。
ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-51
Therefore, Ms Huang was entitled to bring a law suit against general manager Mr Ding on the ground that his acts caused her loss of interests.
(b) With respect to Daqing’s damage, Ms Huang should first request the board of directors or supervisory board to take legal action against Everbright Co. Where these two bodiesrefuse to take reasonable actions, Ms Huang might, in her own name but for the interests of the company, bring a shareholder representative litigation against Everbright Co. On the other hand, she might also bring a direct litigation against Everbright Co on the ground that the connected transactions caused indirect damage to the shareholder’s interests.
ACCA考试F4公司法与商法第十八章总汇3
2014年ACCA考试F4公司法与商法第十八章总汇3本文由高顿ACCA整理发布，转载请注明出处3 The division of power3.1 General(a) Company law divides the exercise of power between:the board of directors andthe members in general meetings.The division is governed by the articles, and can be varied according to the individual company's structure.Individual directors derive authority either expressly through the articles or Board or via law of agency.(b) Table A Article 70: confers on the Board the right to manage the company and to exercise all the powers of the company, subject to provisions of the Companies Act and those powers conferred on members in the articles.(c) Agency: Director acts as agent for the company. Can bind the company in contracts.Authority of Agent: The authority to act attached to a specific order, or implied from the implied: position held within the company. Managing director: can bind company in all commercial contracts. Company secretary: can bind company in all administrative contracts.3.2 Position of third parties(a) Third parties are generally concerned that the action of the director can be relied upon as being within the law and the company's constitution.(i) CA 1985: can rely (if TP acting in good faith) on the unlimited power of directors to bind the company.However : Directors must observe any limitation on their powers in the company's memorandum.Apparent – Implied: Where it appears to TP they have authority, and company's board acts in support of this appearance, then TP can rely on directors having authority to act.Freeman and Lockyer v Buckhurst Park Properties: Managing directorPanorama v Fidelis Furnishing Fabrics Ltd: Company secretary.(b) Control by members: Own the business and so wish to control its future.更多ACCA资讯请关注高顿ACCA官网：X。
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问题1Which of the following must be proved to win a case of fraudulent trading under the Insolvency Act 1986?所选答案：The fraud was intended正确答案：The fraud was intended问题2Which of the following parties has their interest paid last out of a liquidated company's assets?所选答案：Members正确答案：Members问题3At which point before its payment does a dividend become a debt of the company?所选答案：When it is declared by the company in general meeting正确答案：When it is declared by the company in general meeting问题4Which of the following types of director is expressly appointed as such?所选答案：De jure正确答案：De jure问题5Subsequent fixed charges will rank behind the floating charge if a clause of ( ) has been registered.所选答案：negative pledge clause正确答案：negative pledge clause问题6Which of the following criteria must a private company meet before it can trade?所选答案：It must have obtained a certificate of incorporation from the Registrar of Companies正确答案：It must have obtained a certificate of incorporation from the Registrar of Companies问题7Which is the disadvantage by incorporating the business into a private limited company?所选答案：Cannot offer its shares to the public正确答案：Cannot offer its shares to the public问题8Which of the following is an effect of a company's separate legal personality?所选答案：The company is liable for its own debts and the member's liability is limited to its capital contribution.正确答案：The company is liable for its own debts and the member's liability is limited to its capital contribution.问题9Which of the following parties appoints the company secretary?所选答案：The directors正确答案：The directors问题10得0 分，满分1 分Which of the following is a characteristic of a non-executive director?所选答案：They are individuals whose instructions concerning running the company are followed正确答案：They are not involved in the day-to-day running of the company问题11Which of the following is correct concerning the market value of a company's shares?所选答案："Market value may be equal, greater or lower than nominal value"正确答案："Market value may be equal, greater or lower than nominal value"问题12Which of the following is required to permit a public company to reduce its share capital?所选答案：A special resolution and court approval正确答案：A special resolution and court approval问题13Which of the following parties may apply to the court for the compulsory winding-up of a company?所选答案：A creditor who is owed more than £750 and who sent the company a written demand for it over three weeks ago and has not had a reply正确答案：A creditor who is owed more than £750 and who sent the company a written demand for it over three weeks ago and has not had a reply问题14Distributable profits are defined as所选答案：Accumulated realised profits less accumulated realised losses.正确答案：Accumulated realised profits less accumulated realised losses.问题15Which of the following contracts does a company secretary have the power to bind their company in?所选答案：Car hire for transporting customers to meetings with the directors正确答案：Car hire for transporting customers to meetings with the directors问题16Which of the following statements regarding the differences between loan capital and sharecapital is correct?所选答案："Unlike loan capital, share capital does not have to be repaid within fix period"正确答案："Unlike loan capital, share capital does not have to be repaid within fix period"问题17How many days' notice is required for a meeting where a resolution requires special notice?所选答案：28正确答案：28问题18得0 分，满分1 分Which of the following auditors are deemed automatically reappointed each year unless specific circumstances dictate otherwise?所选答案：Auditors of quoted companies正确答案：Auditors of private limited companies问题19Which of the following may NOT be achieved by written resolution?所选答案：Removal of an auditor or a director正确答案：Removal of an auditor or a director问题20"In a company limited by shares, what is the limit of a member's liability?"所选答案："The amount of share capital they have purchased, including any amounts outstanding on the shares that they own"正确答案："The amount of share capital they have purchased, including any amounts outstanding on the shares that they own"问题21A company’s articles of association may be altered by the company by passing ( ) to that effect in general meeting.所选答案：Special resolution正确答案：Special resolution问题22Which of the following is the name given to companies that are created by directors of insolvent companies in order to continue their business illegally?所选答案：Phoenix companies正确答案：Phoenix companies问题23What is the name given to dividends that are paid part of the way through a company's financial year?所选答案：Interim dividends正确答案：Interim dividends问题24How many days after creation must a charge be registered in order for it to be valid and enforceable?所选答案：21正确答案：21问题25Which of the following statements concerning wrongful trading is correct?所选答案：A case of wrongful trading is brought by a company's liquidator正确答案：A case of wrongful trading is brought by a company's liquidator问题26A company may have restricted objects and therefore it may not be permitted to enter into certain contracts.Which of the following statements describes the position of third parties whose contract with a company is outside the scope of its objects?所选答案：The contract will be binding on the company and the third party正确答案：The contract will be binding on the company and the third party问题27Which of the following is the title of the liquidator involved in a compulsory liquidation?所选答案：Official receiver正确答案：Official receiver问题28Which of the following is true concerning issuing shares?所选答案："Where a shareholder did not pay the full nominal value of their share on issue, the debt transfers to the new shareholder if the share is sold"正确答案："Where a shareholder did not pay the full nominal value of their share on issue, the debt transfers to the new shareholder if the share is sold"问题29Which of the following is an undistributable reserve for the payment of a dividend?所选答案：Capital redemption reserve正确答案：Capital redemption reserve问题30A promoter sent the documents needed to register a company to the Registrar of Companies on 1/1/X1. The Registrar received the documents on 4/1/X1. The certificate of incorporation is dated 6/1/X1 and it is received by the promoter on 8/1/X1.所选答案：6/1/X1正确答案：6/1/X1问题31Which of the following describes the correct way that directors should use their powers?所选答案：For a proper purpose that is honestly believed to be in the best interests of the company正确答案：For a proper purpose that is honestly believed to be in the best interests of the company问题32How many directors are required to retire at the first annual general meeting of a public company?所选答案：All of the directors正确答案：All of the directors问题33Which of the following resolutions is required to remove a director from office?所选答案：Ordinary resolution with special notice正确答案：Ordinary resolution with special notice问题34Which of the following statements regarding members wishing to amend a company's articles of association is correct?所选答案：The change must be bona fide for the benefit of the company as a whole正确答案：The change must be bona fide for the benefit of the company as a whole问题35The powers of a company's directors are defined in which company document?所选答案：Articles of Association正确答案：Articles of Association问题36Which of the following statements in relation to the offence of bribery is correct?所选答案：It is an offence for a corporation to fail to prevent bribery正确答案：It is an offence for a corporation to fail to prevent bribery问题37Which of the following is the statutory duty of an auditor?所选答案：To report to the members that the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act正确答案：To report to the members that the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act问题38What is not a company’s loan capital?所选答案：Allotment of shares at a premium正确答案：Allotment of shares at a premium问题39Which of the following determines whether a voluntary winding-up is a members' or creditors' voluntary winding-up?所选答案：The solvency of the company正确答案：The solvency of the company问题40Which of the following must an auditor of a company provide if they are removed from office at a general meeting?所选答案：A statement to members and creditors of whether there are circumstances that the auditor believes should be brought to their attention正确答案：A statement to members and creditors of whether there are circumstances that the auditor believes should be brought to their attention问题41As soon as a public company obtains a certificate of incorporation, they can commence trading.所选答案：错正确答案：错问题42得0 分，满分2 分In a limited liability partnership, there are two types of partners: general partners and limited partners.所选答案：对正确答案：错问题43Fraudulent trading is not only a civil offence but also a criminal offence. It is the ground for a disqualification order against the directors in default.所选答案：对正确答案：对问题44Debenture is a written acknowledgment of a debt. Secured debentures take the priority in payment over unsecured debentures.所选答案：对正确答案：对问题45得0 分，满分2 分Dividend is tax-deductible.所选答案：对正确答案：错问题46得0 分，满分2 分Case law is a kind of judge made law and it consists of the decisions of all courts.所选答案：对正确答案：错问题47The aim of damages remedy is to place the innocent party (or claimant) in the same position as if the contract had been performed.所选答案：对正确答案：对问题48According to the principle of measure of damages, one can only claim for actual loss suffered and the claimant need not take steps to mitigate loss.所选答案：错正确答案：错问题49Dividends can only be paid out of company profits or other distributable reserves.所选答案：对正确答案：对问题50“Damages”is the most common remedy for breach of contract in common law.所选答案：对正确答案：对问题51"In an administration, if a moratorium over the company's debts commences. The following conducts are forbiddened, without the permission from the court:"所选答案：Commencement/continuation of any legal process against the company.Security over company property to be enfored;Goods held under hire purchase to be enforeced;A landlord to conduct forfeiture by peaceable entry;正确答案：Commencement/continuation of any legal process against the company.Security over company property to be enfored;Goods held under hire purchase to be enforeced;A landlord to conduct forfeiture by peaceable entry;问题52Which TWO of the following terms are associated with criminal law?所选答案：PunishmentPublic law正确答案：PunishmentPublic law问题53Which TWO of the following are criminal offences that directors of a company may commit as a consequence of their company being insolvent?所选答案：Making a false declaration of solvencyFraudulent trading正确答案：Making a false declaration of solvencyFraudulent trading问题54Which of the following are included in the content of a company's model articles of association?所选答案：Payment of dividendsAppointment of directors正确答案：Payment of dividendsAppointment of directors问题55In which of the following circumstances may the veil of incorporation be lifted?所选答案：To allow directors of insolvent companies to be found liable for the debts of the companyTo treat a group company as a single economic entity正确答案：To allow directors of insolvent companies to be found liable for the debts of the companyTo treat a group company as a single economic entity问题56Which TWO of the following are valid uses of a share premium account?所选答案：To issue fully paid shares under a bonus issueTo pay issue costs and expenses in respect of a new share issue正确答案：To issue fully paid shares under a bonus issueTo pay issue costs and expenses in respect of a new share issue问题57Which of the following are advantages of using a debenture trust deed?所选答案：The deed creates a charge or charges over the company's assets which creates securityA single trustee of the debentureholders is appointed so the company only has to deal with one person正确答案：The deed creates a charge or charges over the company's assets which creates securityA single trustee of the debentureholders is appointed so the company only has to deal with one person问题58Payment for shares in public companies must satisfy the following requirements:所选答案：Shares issued by a public company may be paid up in cash or non-cash form."Shares in a public company may NOT be paid for by an ""undertaking to do work or to perform services"" in the future."A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.Payment for shares by non-cash consideration must be independently valued.正确答案：Shares issued by a public company may be paid up in cash or non-cash form."Shares in a public company may NOT be paid for by an ""undertaking to do work or to perform services"" in the future."A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.Payment for shares by non-cash consideration must be independently valued.问题59得0 分，满分2 分"The auditors are given certain legal rights to enable them to carry out their duties, such as:"所选答案：A right to attend general meetings of the companyA right of access to the books and records of the companyA right to require such information and explanations from the company’s officers正确答案：A right to receive notice of any written resolution proposed.A right to attend general meetings of the companyA right of access to the books and records of the companyA right to require such information and explanations from the company’s officers问题60得0 分，满分2 分"About floating charge, which of the following statements are correct?"所选答案：This relates to a specific asset as soon as created.This charge is secured on the company's assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises.正确答案：This charge is secured on the company's assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises.问题61"There are some specific effects of compulsory liquidation, such as:"所选答案：Any legal proceedings in progress against the company are halted.Any transfer of the company’s is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize正确答案：Any legal proceedings in progress against the company are halted.Any transfer of the company’s is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize问题62A company’s articles of association deal mainly with matters including:所选答案：DividendsThe company’s aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rights正确答案：DividendsThe company’s aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rights问题63Grounds for Disqualification of a director are:所选答案："who is convicted of an indictable criminal offence in connection with the promotion, formation management or liquidation of a company or with the receivership or management of company property."who has persistently defaulted in file documents or notify the Registrar of Companies as required by CA2006.the person used to be a director of a bankrupt company and his conduct/general capability makes him unfit to be a director in a new company.who is guilty of an offence of fraudulent trading or wrongful trading.正确答案："who is convicted of an indictable criminal offence in connection with the promotion, formation management or liquidation of a company or with the receivership or management of company property."who has persistently defaulted in file documents or notify the Registrar of Companies as required by CA2006.the person used to be a director of a bankrupt company and his conduct/general capability makes him unfit to be a director in a new company.who is guilty of an offence of fraudulent trading or wrongful trading.问题64Undistributable reserves are:所选答案：revaluation reserve;capital redemption reserve;share premium account;any other controlled reserve (this could be defined in the memorandum or articles or come from statute).正确答案：revaluation reserve;capital redemption reserve;share premium account;any other controlled reserve (this could be defined in the memorandum or articles or come from statute).问题65Which of the following are offences related to money laundering?所选答案：launderingFailure to reportTipping off正确答案：launderingFailure to reportTipping off问题66The key points for the definition of shares are:所选答案：It is a form of bargain between such principles as majority control and minority protection.The shares must be paid for.(liability)"It gives a proportionate entitlement to dividends, votes and return of capital.(interest)"正确答案：It is a form of bargain between such principles as majority control and minority protection.The shares must be paid for.(liability)"It gives a proportionate entitlement to dividends, votes and return of capital.(interest)"问题67"LT is an accountant who works for Tapa Ltd, a company owned by SP. LT has devised a scheme where Tapa Ltd can illegally disguise certain revenues so that the company's tax charge is reduced. Any tax that the scheme saves is paid to SP as a dividend.Which offences has LT committed?"所选答案：Tipping offFailure to reportLaundering正确答案：Tipping offFailure to reportLaundering问题68The money laundaring process usually involves the following phases:所选答案：IntegrationLayeringPlacement正确答案：IntegrationLayeringPlacement问题69Which of the following will end an administration period?所选答案：After 12 months have elapsed since the administration commenced The success of the administration正确答案：After 12 months have elapsed since the administration commenced The success of the administration问题70Which of the following are true regarding public companies?所选答案：A public company's issued share capital must more than 50000 pounds A public company must have a minimum of two directors正确答案：A public company's issued share capital must more than 50000 pounds A public company must have a minimum of two directors。