2014年ACCA考试F4公司法与商法第五章总汇
ACCAF4公司法和商法考试大纲
2015年ACCAF4公司法和商法考试大纲本文由高顿ACCA整理发布，转载请注明出处ACCA 2014 All rights reserved.1Corporate and BusinessLaw （ENG）（F4）September 2014 toAugust 2015（PAPER EXAM SESSIONS IN DEC 2014 AND JUN2015. START DATE FOR CBE NOVEMBER 192014.）This syllabus and study guide is designed to helpwith planning study and to provide detailedinformation on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS ANDSTUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect linksbetween this paper and other papers preceding or following it. Some papers are directly underpinned by other papers such as Advanced Performance Management by Performance Management. These links are shown as solid line arrows. Other papers only have indirect relationships with each other such as links existing between the accounting and auditing papers. The links between these are shown as dotted line arrows. This diagram indicates where you are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of the paper and indicates in the broadest sense the capabilities to be developed within the paper.Main capabilitiesThis paper’s aim is broken down into several main capabilities which divide the syllabus and studyguide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links between the main capabilities （sections）of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus is structured and how the main capabilities are linked. The rationale also explains in further detail what the examination intends to assess and why.Detailed syllabusThis shows the breakdown of the main capabilities （sections）of the syllabus into subject areas. This is the blueprint for the detailed study guide.Approach to examining the syllabusThis section briefly explains the structure of the examination and how it is assessed.Study GuideThis is the main document that students, learning and content providers should use as the basis of their studies, instruction and materials. Examinations will be based on the detail of the study guide which comprehensively identifies what could be assessed in any examination session.The study guide is a precise reflection and breakdown of the syllabus. It is divided into sections based on the main capabilities identified in the syllabus. These sections are divided into subject areas which relate to the sub-capabilities includedin the detailed syllabus. Subject areas are broken down into sub-headings which describe the detailed outcomes that could be assessed in examinations. These outcomes are described using verbs indicating what exams may require students to demonstrate, and the broad intellectual level at which these may need to be demonstrated（*see intellectual levels below）。
ACCA-F4知识要点汇总(精简版)
ACCA-F4知识要点汇总(精简版)1. 公司法律结构及管理公司的法律结构包括公司章程、股东协议、公司登记簿、董事会、股东大会、公司秘书等。
管理层需要遵守法律法规，同时也应该关注公司的社会责任和企业道德。
2. 公司财务及税务公司的财务部门需要负责编制财务报表、管理公司资金、进行预算和决策分析等。
税务部门需要负责申报税务、缴纳税款以及规划税务策略。
3. 合同法律框架合同是商业交易的基础，具有法律约束力。
合同的成立需要满足合同要素、合同内容的充分和明确、合同手续正确等条件。
合同的违约应该依法承担相应的法律责任。
4. 卖方和买方的权利与义务在商品的交易中，卖方需要履行交货、履行义务、提供货物信息等职责；买方需要履行付款、接收货物、检验货物、通知卖方等职责。
同时，卖方和买方也有权利保护自己的利益。
5. 银行融资银行融资是常见的企业融资方式，包括贷款、信用证、保函等。
企业在申请银行融资时需提供充分的资料和合理的担保措施，并在合同履行期内按期还款。
6. 国际贸易国际贸易的主体包括进出口商、代理商、货代、保险公司等。
在国际贸易中，涉及到的问题有贸易商信用、运输保险、海关手续等。
企业需要制定适应国际贸易的商业策略。
7. 合并与收购合并与收购是企业快速扩张的一种方式。
在进行合并与收购时，需要考虑战略目标、财务风险、员工合法权益等问题，并进行充分的财务、法律尽职调查。
8. 会计和审计会计和审计是公司财务管理的重要组成部分。
会计部门需要负责制定会计政策、编制财务报表等。
审计部门需要进行内部审核、外部审核等工作，并对财务报表的真实性和准确性进行评估。
2014年ACCA考试F4公司法与商法第九章总汇
2014年ACCA考试F4公司法与商法第九章总汇本文由高顿ACCA整理发布，转载请注明出处9 Terms of the contract1 Certainty of terms1.1 Once a contract has been made its important to ascertain its content. The content of a contract is its terms. N.B. mere representations made pre contract are not part of the contractual terms.2 Conditions and warranties2.1 A condition is a core element of a contract. It is fundamental to the existence of the contract.Breach of a condition entitles the injured party to:(i) repudiate the contract (ie. treat contract as discharged); and(ii) claim rescission which would enable him to receive property transferred; and(iii) claim damages: Poussard v. Spiers.2.2 A warranty is "collateral to the main purpose of the contract". It is not essential.Breach of a warranty entitles the injured party to claim damages only: Bettini v. Gye.2.3 Innominate terms: is a term which cannot be categorised at the start of the contract. The court will look at the effect of the breach: Hong Kong Fir Shipping Company v Kawasaki Kisen Kaisha.3 Express and implied terms3.1 An express term is one which has been clearly stated orally or in writing, or may be by reference at the time of contract:3.2 An implied term is one which the court will allow because:(a) It has to as the term is statutory (e.g. Sale of Goods Act 1979 as amended); This states that it will be a condition of the contract that (inter alia);(i) the seller had title to the goods,(ii) the goods are of satisfactory quality and fit for purpose,(iii) the goods correspond with their description.(b) It is necessary for the efficacy of the particular contract: The Moorcock; or(c) It is customary through trade usage. Terms implied by custom cannot override the express terms of an agreement.(d) Also where the parties have had previous dealing on the basis of an exclusion clause, that clause may be included in later contracts.4 FormalitiesCertain contracts have to be made in a formal way:4.1 Some contracts must be in writing:(a) consumer credit agreements(b) transfer of company shares(c) money lending contracts(d) contract for the sale or other disposition of land e.g. leases: LP(MP)A'894.2 Some contracts do not have to be in writing. But written evidence must be available to enable an action to be brought. eg. Contract of guarantee.更多ACCA资讯请关注高顿ACCA官网：。
ACCA《F4公司法与商法》辅导讲义(19)
2014年ACCA《F4公司法与商法》辅导讲义(19)本文由高顿ACCA整理发布，转载请注明出处2014年ACCA《F4公司法与商法》辅导讲义(19)1 Introduction1.1 “Insider dealing is understood broadly to cover situations where a person buys or sells securities, when he, but not the other party to the transaction, is in possession of confidential information which affects the value of those securities ….” (The Conduct of Company Directors 1977).1.2 Insider dealing usually applies to individuals who have a connection with the company whose securities are to be dealt in eg. directors, employees, professional advisors but can also apply to a wide range of other individuals.1.3 An example would be the company director who, aware that his company is about to announce far better interim results than predicted, buys shares in his company before the announcement.2 The Criminal Justice Act 19932.1 The Act came into force in 1994 and replaced the old Companies Securities (Insider Dealing) Act of 1985. The 1993 Act reflects the European Insider Dealing Directive which harmonises Insider Dealing law throughout the European Union.2.2 The Act makes insider dealing a criminal offence.3 The offence3.1 The Defendant was an InsiderAn insider is defined as:(a) a director, employee or shareholder of the issuer of the securities(b) anyone else who has access to the information through his employment, office or profession(c) anyone who obtains information (directly or indirectly) from either of the above.The …insider‟ must be aware that the information comes from an inside source and that it is inside information.3.2 The Defendant had Inside InformationInside information is information which is …price sensitive‟, that is which:(a) has not yet been made public(b) if it was made public would be likely to have a significant effect on the price of any securities(c) is specific or precise (e.g. … … a take-over bid is about to be announced for X plc …‟ is specific, whereas a mere tip …buy X plc‟ would not be)(d) relates to particular securities or a particular issuer rather than to securities or issues generally. (In other words, information which suggests it is a good idea to sell X plc securities can be inside information but not information which would persuade the market to move out of equities generally and into gilts).3.3 The Defendant either:(a) deals (buys or sells relevant securities) or(b) encourages another person to deal, or(c) discloses the information (except in the proper performance of the functions of his employment, office or profession).3.4 The Securities involved are:Shares, debt securities, warrants, options, futures, depository receipts and contracts for differences dealt either on-exchange or off-exchange through a professional intermediary.4 Defences4.1 The Defences are that:(a) there was no expectation that the dealing would result in a profit or avoidance of loss.(b) reasonable belief that the information had been widely disclosed.(c) they would have dealt anyway even if the information had not been available.(d) they did not expect the person to whom they disclosed the information to deal, or they did expect them to deal, but not to make a profit or avoid a loss.(e) a Market Maker acting in good faith.(f) legitimate price stabilisation operations.5 Penalties5.1 On summary conviction a fine of up to ?5,000 and/or 6 months' imprisonment.5.2 On indictment an unlimited fine and/or 7 years imprisonment.NB: Contracts with third parties remain valid and enforceable at civil law.6 Prosecution6.1 Prosecutions are normally carried out by(a) LSE(b) DTI(c) Serious Fraud Office (SFO)6.2 As insider dealing is a criminal offence the standard of proof (beyond all reasonable doubt) is higher than for civil offences (balance of probabilities). It is therefore difficult to obtain a successful prosecution.更多ACCA资讯请关注高顿ACCA官网：。
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)。
2014年ACCA考试F4公司法与商法第十八章总汇5
2014年ACCA考试F4公司法与商法第十八章总汇5本文由高顿ACCA整理发布，转载请注明出处5 AuditorsDefinition5.1 An audit is an independent examination and expression of opinion upon the financial statements of an enterprise.5.2 The audit report may be:(a) unqualified(b) qualifiedThis relates to whether, in the auditor's opinion, the accounts give a true and fair view of the company's financial statements.Appointment5.3 Every company must appoint auditors:This is made by:(a) normally members in AGM where accounts are laid:(b) directors or members in GM for first auditors or to fill casual vacancy(c) failing the above by Secretary of State.Termination of office5.4 (a) Removal by ordinary resolution with special notice, auditors having right to:(i) circularise a written statement to members(ii) speak in General Meeting.(b) Resignation by notice in writing to registered office(i) auditors must submit written statement to company(ii) auditors can requisition an EGM.(c) Auditor does not seek reelectionauditors must submit written statement to company.Eligibility as company auditor5.5 (a) Must be eligible under rules of a recognised supervisory body:(b) Auditor must be independent of the company ie: cannot be:(i) director or employee of company; or(ii) partner or employee of such a person.Auditors liability5.6 (i) A duty of care is owed to the company itself with whom the auditor has a contractual relationship.(ii) An auditor may also owe a duty to 3rd parties if there is a 'special relationship' between them, where the auditor knows or ought reasonably to know his skill or judgement is being relied on, and it is reasonable for the 3rd party to rely on it.(iii) However, in Caparo Industries plc v Dickman & Others the House of Lords of Appeal held that auditors did not owe a duty to potential shareholders.(iv) Auditors have been held to be not liable to banks who rely on the accounts when deciding whether to lend or continue to lend to companies.(v) Auditors will still be liable where evidence exists that a special relationship existed between the auditor and claimant. Such as representations expressly made to the claimant.更多ACCA资讯请关注高顿ACCA官网：。
2014年ACCA考试F4公司法与商法第十章总汇
2014年ACCA考试F4公司法与商法第十章总汇本文由高顿ACCA整理发布，转载请注明出处10 Exclusion clauses1 Definition1.1 Attempt to exclude liability in whole or in part for negligence or contractual liability.2 Case law rules2.1 The exclusion clause must be communicated to the offeree before he accepts the contract: Olley v. Marlborough Court Ltd.2.1.1 If a term is included in a document notice of the term must be given before completion and the document must be one which could be expected to contain terms: Chapleton v Barry UD.C.2.2 Must be clearly incorporated into contract:(a) Generally, if a person signs a contract he will be bound (L'Estrange v. Graucob) unless there was a mistake or misrepresentation.(b) Oral assertions can override exclusion clauses making them ineffective: Curtis v. Chemical Cleaning Co.(c) A clause may be incorporated by a course of dealings: Hollier v Rambler Motors.2.3 Where a term is particularly unusual and onerous it should be highlighted. Failure to do so may mean that the clause is not incorporated.2.4 Wording must be sufficient to exclude the liability in question:(a) Ambiguities will be construed against the party relying on them …contra proferentum rule‟.(i) Court presumes a clause is not intended to defeat main purpose of contract.(ii) However a clause can be drafted specifically to exclude liability for a fundamental breach: Photo Productions v Securior Transport ltd.NB: Would now be subject to …reasonableness‟ test.3 Unfair contract terms act 19773.1 (a) The Act applies to exclusion clauses used in a business (including a profession) and says:?(b) Business liability is that arising from:from occupation of premises for business purposes.3.2 Act applies to contracts with businesses and contracts with consumers.3.3 “Consumer” defined in Act as:(a) Person not making contract in course of business.(b) For SOGA contracts goods will be for private use.(c) Other party does act in course of business.Clauses prohibited3.4 Provisions relating to all business contracts:(i) Cannot exclude liability for death and personal injury arising from negligence.(ii) Cannot exclude liability for title provisions of SOGA.3.5 Provisions relating to consumer contracts:– Cannot exclude any of the implied terms of SOGA 1979.Clauses permitted3.6 (a) Other clauses in contracts will only be upheld if they are 'reasonable'.(b) Examples include exclusion of SOGA terms in contracts with businesses or in consumer contracts clauses entitling one party to render a substantially different contract performance.(c) …Reasonableness‟ (s.11 and Schedule 2)Consider:(i) bargaining position;(ii) inducements to accept limitation of rights;(iii) knowledge of existence of clause;(iv) practicability of complying with procedural requirements (which limit customers' rights if not followed) eg. a time limit for claims;(v) goods produced to special order.(d) Where the clause is seeking to limit as opposed to exclude liability the Courts must have regard to the resource available to the party to meet the liability and the availability of insurance. St Albans City and District Council-v-International Computers Ltd.4 The unfair terms in consumer contracts regulations 19994.1 Apply to consumer contracts in standard form supplied by business. Also apply to insurance contracts. Contracts covered by the regulations must be expressed in plain language. These regulations work alongside and in conjunction with UCTA 77.4.2 Consumer defined as natural person (not Co.) acting outside course of business.4.3 Unfair term defined as: – a term causing significant imbalance in position between the parties– is contrary to requirement of good faith– is to the detriment of consumer4.4 Good faith defined on same basis as UCTA‟s reasonableness.4.5 The regulations provide that a seller should ensure that any written term is expressed in plain language. Ambiguities will be construed in favour of the consumer.4.6 Remedies– Court declara tion that term (but not remainder of contract if clause can be “severed” from it) is not binding.– Consumer or other body can apply to DG of Fair Trading: injunction granted against the term.更多ACCA资讯请关注高顿ACCA官网：。
ACCAF4公司法和商法考试大纲
ACCAF4公司法和商法考试大纲 ACCA All rights reserved.1Corporate and BusinessLaw （ENG）（F4）September 2014 toAugust 2015（PAPER EXAM SESSIONS IN DEC 2014 AND JUN2015. START DATE FOR CBE NOVEMBER 192014.）This syllabus and study guide is designed to helpwith planning study and to provide detailedinformation on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS ANDSTUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect linksbetween this paper and other papers preceding orfollowing it. Some papers are directly underpinned by other papers such as Advanced Performance Management by Performance Management. These links are shown as solid line arrows. Other papers only have indirect relationships with each other such as links existing between the accounting and auditing papers. The links between these are shown as dotted line arrows. This diagram indicates where you are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of the paper and indicates in the broadest sense the capabilities to be developed within the paper.Main capabilitiesThis paper’s aim is broken down into several main capabilities which divide the syllabus and study guide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links between the main capabilities （sections）of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus is structured and how the main capabilities are linked. The rationale also explains in further detail what the examination intends to assess and why.Detailed syllabusThis shows the breakdown of the main capabilities （sections）of the syllabus into subject areas. This is the blueprint for the detailed study guide.Approach to examining the syllabusThis section briefly explains the structure of the examination and how it is assessed.Study GuideThis is the main document that students, learningand content providers should use as the basis of their studies, instruction and materials. Examinations will be based on the detail of the study guide which comprehensively identifies what could be assessed in any examination session.The study guide is a precise reflection and breakdown of the syllabus. It is divided into sections based on the main capabilities identified in the syllabus. These sections are divided into subject areas which relate to the sub-capabilities includedin the detailed syllabus. Subject areas are broken down into sub-headings which describe the detailed outcomes that could be assessed in examinations. These outcomes are described using verbs indicating what exams may require students to demonstrate, and the broad intellectual level at which these may need to be demonstrated（*see intellectual levels below）。
2014年ACCA考试F4公司法与商法第十二章总汇1
2014年ACCA考试F4公司法与商法第十二章总汇1本文由高顿ACCA整理发布，转载请注明出处1 Definition1.1 An agent (A) is a person who is appointed by another (Principal) to enter into a contract with a third party (TP).2 Creation of agency2.1 (a) By consent(b) By operation of law(c) By estoppel(d) By ratification2.2 Consent(a) Consent may be express or implied. (Actual authority)(b) Express authority e.g.. by way of contract.(c) Implied authority, two persons may by their relationship or conduct to each other imply an agreement between them that on is the agent of the other e.g.. employer and employee, company and company director.2.3 Operation of law(a) The most important instance in which agency can arise by operation of law is in the case of agency of necessity.(b) Conditions:(i) the agency must have no practical way of contacting the principal to obtain instructions.(ii) there must be some pressing need for action.(iii) the agent must have acted bona fide (in good faith)(iv) the action taken by agent must have been reasonable and prudent.2.4 Estoppel (see 5.7) below.2.5 Ratification(a) The principal must exist and have contractual capacity when contract made.(b) The principal must have been identified at the time of contract.(c) The principal must have been made aware of all material facts.(d) The contract must be valid and legal.(e) The principal must ratify the whole contract.(f) Ratification must be within a reasonable time.更多ACCA资讯请关注高顿ACCA官网：。
2014年ACCA考试F4公司法与商法第三章总汇3
2014年ACCA考试F4公司法与商法第三章总汇3本文由高顿ACCA整理发布，转载请注明出处2.3 Interpretation Rules:(a) Literal ruleThe literal rule requires judges to give words their ordinary dictionary meaning.(b) Golden ruleThe golden rule acknowledges that the application of the literal rule may give rise to an absurdity, hence the ordinary sense of the words can be modified to avoid such an absurdity.(c) Mischief ruleThis rule applies where the literal rule cannot be applied due to ambiguity. It seeks to look at the purpose for which the statute was enacted and interpret the statute in light of that.(d) Purposive approach (especially used in ECJ)Courts ascertain purpose of statute and give effect to it, whatever the wording of the statute. Some UK judges take a more purposive approach than others.(e) Ejusdem generisWhere general words follow specific words the general words must be interpreted by reference to the specific words used.2.4 In Chapter 4 we consider the impact of the Human Rights Act 1998 on the interpretation of statutes.更多ACCA资讯请关注高顿ACCA官网：。
accaf4公司法和商法考试
ACCAF4公司法和商法考试大纲 ACCA All rights reserved.1Corporate and BusinessLaw （ENG）（F4）September 2014 toAugust 2015（PAPER EXAM SESSIONS IN DEC 2014 AND JUN2015. START DATE FOR CBE NOVEMBER 192014.）This syllabus and study guide is designed to helpwith planning study and to provide detailedinformation on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS ANDSTUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect linksbetween this paper and other papers preceding orfollowing it. Some papers are directly underpinned by other papers such as Advanced Performance Management by Performance Management. These links are shown as solid line arrows. Other papers only have indirect relationships with each other such as links existing between the accounting and auditing papers. The links between these are shown as dotted line arrows. This diagram indicates where you are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of the paper and indicates in the broadest sense the capabilities to be developed within the paper.Main capabilitiesThis paper’s aim is broken down into several main capabilities which divide the syllabus and study guide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links between the main capabilities （sections）of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus is structured and how the main capabilities are linked. The rationale also explains in further detail what the examination intends to assess and why.Detailed syllabusThis shows the breakdown of the main capabilities （sections）of the syllabus into subject areas. This is the blueprint for the detailed study guide.Approach to examining the syllabusThis section briefly explains the structure of the examination and how it is assessed.Study GuideThis is the main document that students, learningand content providers should use as the basis of their studies, instruction and materials. Examinations will be based on the detail of the study guide which comprehensively identifies what could be assessed in any examination session.The study guide is a precise reflection and breakdown of the syllabus. It is divided into sections based on the main capabilities identified in the syllabus. These sections are divided into subject areas which relate to the sub-capabilities includedin the detailed syllabus. Subject areas are broken down into sub-headings which describe the detailed outcomes that could be assessed in examinations. These outcomes are described using verbs indicating what exams may require students to demonstrate, and the broad intellectual level at which these may need to be demonstrated（*see intellectual levels below）。
2014年ACCA考试F4公司法与商法第四章总汇3
高顿财经ACCA 2014年ACCA 考试F4公司法与商法第四章总汇3本文由高顿ACCA 整理发布，转载请注明出处 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.更多ACCA 资讯请关注高顿ACCA 官网：。
2014年12月ACCA《公司法与商法》真题及答案精选
2014年12月ACCA《公司法与商法》真题及答案精选Please use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer to each multiple choice question.1 Which 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 the following terms?A、Agency by estoppelB、Agency by ratificationC、Agency by necessity3 In contract law, the ‘market price 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 they committed 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、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 the company secretary of a private limited company 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 into accountB、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 ONLY?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 the companyD、The company itself21 Which of the following is an English court NORMALLY 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 co urts 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 limited company?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 limited company 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 liquidation committee operate?(1) Compulsory liquidation(2) A members’ voluntary liquidation(3) A creditors’ voluntary liquid ation(4) AdministrationA、(1) and (2)B、(2) and (4)C、(1) and (3)D、(3) and (4)28 The category of treasury shares comes into existence under which of the following circumstances?A、They are issued as such by a private companyB、They are issued as such by a public companyC、They are purchased as such by the exchequerD、They are purchased as such by a private or public company29 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 the companyD、The company and the existing shareholders in the company 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 a lternative was suitable but the employee’s grounds for refusing to accept it were unreasonable32 Which 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 unofficall 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 of a 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 private company 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 In 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 volenti non 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 yea rs’ service?A、One calendar monthB、Five weeksC、Ten weeksD、Five calendar months43 In relation to agency law, ‘warranty 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 termsAnswer:1 、B3、D4 、C5 、C6、A7、A8 、B9、B10 、B11 、C12 、C13、C14、C15 、B16 、B17 、C18 、C19、A20 、A21 、C22 、B23 、B24 、D26、A27 、C28 、D29 、C30 、D31 、A32 、A33 、B34 、C35 、C36 、D37、A38 、C39、A40、A41 、A42、B43 、A44、C45 、A。
ACCAF4公司法与商法题库
ACCAF4公司法与商法题库问题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 publiccompany 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 associa tion 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 thirdparty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 acompany 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 ofincorporation, 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 acompany'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 debenturetrust 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."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 mai nly 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 rightsGrounds 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。
ACCA F4知识要点 第5章
第5章 Breach of contract and remedies 违法合同和法律救济1）Discharge of contract 合同的解除a) By agreement：Where both parties agree to end the agreement and it is supported by consideration. 双方协定解除合同，但有相应对价的支持。
具体：已履行部分还是按合同来，未履行部分可以解除。
b) By performance：用履行来解除。
The most common method of discharge. The contractual obligations are exactly or substantially met (all contract terms are performed). 合同义务已经被非常确切或实质地履行了。
‐ Divisible contracts可分开的合同 （举例：3年合同共3W不是；3年合同，每年1W，是） ‐ Substantial performance 实质的履行（举例：房屋装修基本完工，只剩下部分瑕疵，那施工队只要赔偿部分瑕疵的对应价格，而房主不能完全不支付合同价格）c) By breach of contract 因违反合同： one party fails to meet its contractual obligations.一方没有满足合同规定的义务。
d) By frustration因合同受挫而终止： impossible due to specific circumstances occurring after formation of the contract.当合同履行已经不可能，以下几种情况：‐ Change of law 法律变化‐ Impossibility of performance of obligations due to destruction of subject matter 由于标的物的毁损，而使履行义务变得不可能。
商法学第五章
四、公司的种类
(四)母公司和子公司 按照一个公司对另一个公司的控制与依附关系，可以把公司分为 母公司和子公司。 凡拥有另一公司的股份已达到控股程度并直接掌握其经营活动的 公司，是母公司或控制公司；凡资本大部分受其他公司控制的公司， 则是子公司。就法律地位而言，二者都是具有独立主体资格的法人， 依法独立承担民事责任。
四、公司的种类
(八)上市公司和不上市公司 根据股份有限公司的股票是否获准上市交易，可以将股份有限公司分 为上市公司与不上市公司。上市公司，是指其股票获准在证券交易所上市 交易的股份有限公司。不上市公司，是指其股票不得在证券交易所进行交 易的股份有限公司。 上市公司不因其股票上市而改变其股份有限公司的性质，不上市公司 也不因其股票不上市而丧失其股份有限公司的地位。
第一节 公司法概述
一、公司法的概念与调整对象 二、《公司法》的制定与修订 三、公司的概念与特征 四、公司的种类 五、公司的设立 六、公司的人格
第一节 公司法概述
司法是调整公司在设立、组织、活动和解散的过程中所 发生的各种内外部关系的法律规范的总称。 （二）公司法的调整对象
四、公司的种类
(六)本国公司、外国公司和跨国公司 按照公司的国籍，可以把公司分为本国公司、外国公司和跨 国公司。我国对公司国籍的认定，兼采设立准据法主义和设立行 为地法主义，即凡依我国法律在我国被批准登记设立的公司，不 论外资多少，均为我国公司，是我国的法人。
ACCA F4知识要点汇总(精简版)
1. Law and the legal system（5 分）
2. Sources of law（5 分）
Part B The law of obligations （30 分） 3. Formation of a contract（7 分） 4. Content of a contract （7 分）
European Court of Human Rights (ECtHR) 欧洲人权法院
The Privy Council 枢密院
d) In the Factortamecase（欧洲移民法和商船法）： 欧洲法 EU law>欧盟成员国国内法律。 所以，最高法院的有效性受到 EU law 判决的约束。
Magistrates 治安官法院、Crown court
offences
偷盗、吸毒、对他人实施暴力 皇冠法院都可以审理
上述两种皆可能
刑事诉讼操作：
Magistrates 治安官法院
a) Summary offences without a jury 轻微罪行（没有陪审团） b) Commit defendants charged with an indictable offence to the Crown
平衡可能性，谁的证据更占优 排除合理怀疑，疑罪从无
Decision 判决结果
Remedies 法律救济 Distinct courts of instance court 初审法 院
Judge 法官：Liable/Not liable 有 责任/无责任 Damages(损害赔偿金) Magistrates 治安官法院、County court 郡法院