ACCA F4双语教材

Course NotesACCA F4Corporate and Business LawExams from March 2017Tutor detailsJULY 2016 R E L E A S E第一直觉教育www.fi_Intro ductio n ACCA F 4 No part of this publication may be reproduced, stored in a retrieval systemor transmitted, in any form or by any means, electronic, mechanical,photocopying, recording or otherwise, without the prior written permissionof First Intuition Ltd.Any unauthorised reproduction or distribution in any form is strictlyprohibited as breach of copyright and may be punishable by law.© First Intuition Ltd, 2016第一直觉教育www.fi_ACCA F 4Intro ductio n ContentsPageIntroduction i1Syllabus overview vii2Approach to examining the syllabus vii3How to approach F4 on exam day viii4Study planner ix1: Criminal v civil 11Criminal and civil law 12A summary of the civil court structure 22: Sources of law and interpretation of statute 51Sources of law 52Interpreting statute 83Human rights 103: Offer and acceptance 111Formation of contract 112Offer 123Invitation to treat 134Acceptance 135Exceptions to the communication rule 144: Consideration 151Introduction 152Past consideration 153Sufficiency and adequacy of consideration 164Partial performance 175The equitable doctrine of promissory estoppel 185: Legal relations 191Introduction 192Commercial agreements 203Privity of contract (third party contracts) 216: Contract terms 231Chapter summary 232Distinguishing “terms” from “representations”243Conditions, warranties and innominate terms 254Express and implied terms 255Exclusion clauses 267: Breach of contract and remedies 311Introduction 312Anticipatory breach 313Supervening events 324Remedies for breach of contract 32第一直觉教育www.fi_Intro ductio n ACCA F 48: The law of torts 35 1Introduction 35 2Negligence 35 3Defences to actions in negligence 38 4Professional negligence 40 9: Employment law 43 1Contract of employment 43 2Discrimination 46 3Termination of contract 46 4Redundancy (minimum two years’ service) 48 5Transfer of Undertaking, Protection of Employment Regulations (TUPE) 48 6Constructive and summary dismissal 49 10: Agency law 51 1Definition 51 2Establishment of the relationship (four ways) 51 3Authority of agent 5211: Partnerships 55 1Definition 55 2Partnership Act 1890: main provisions 56 3Limited liability partnerships (LLP) 57 4Limited Partnership Act 1907 58 12: Corporate and other vehicles 59 1Sole trader, Partnership, LLP and Company 59 2Comparison of a PLC and a private company 6013: Separate legal personality 61 1Definition of a company 61 2Other types of corporation (awareness only) 61 3Limited liability 61 4The effect of separate legal personality 62 5Lifting the veil of incorporation 63 14: Company formation 65 1Promoters 65 2Pre-incorporation contracts 66 3Procedure for registering companies 66 4Certificate of incorporation 67 5Records, returns and statutory books 68 6Annual accounts 68 7Accounting records 68 8Confirmation statement 68 15: Constitution of a company 69 1The memorandum of association 69 2Registered office s.86 CA 2006 69 3The Objects clause 69 4Main provisions of model articles 70 5Articles as a contract 70 6Alteration of the Articles 71第一直觉教育www.fi_ACCA F 4Intro ductio n 7Company name 728The tort of passing off 7316: Shares and loan capital 751Share issue procedure 752Share premium account 763Types of share 764Variation of class rights 765Loan capital 776Comparison – shares and debentures 777Company charges 7817: Capital maintenance 811Capital maintenance 812How companies return capital to shareholders 823Financial assistance for the acquisition of own shares 824Distribution of profits 8318: Directors 851Role of directors 852Appointment, loss of office and disqualification 853Directors’ powers 864Agency 875Managing Director 876Company Secretary 877Directors’ duties888Other controls over directors 9019: Auditors 911Small company exemption 912Auditor eligibility 913Appointment of auditors 924Removal of auditors 925Auditor duties 926Auditor powers 937Auditor liability 9320: Company meetings and resolutions 951Introduction 952Comparison - AGM and other meetings 953Resolutions 964Types of resolution 965Voting 976Class meetings 977Plc in crisis 9721: Companies in difficulty 991Insolvency 992Voluntary liquidation 1003Compulsory liquidation (controlled by court) 1004Effect of winding-up 101第一直觉教育www.fi_Intro ductio n ACCA F 422: Administration 1031 Administration orders 10323: Fraudulent behaviour 105 1Insider dealing 105 2Defences 105 3Penalties 106 4Market abuse 106 5Money laundering 106 6The Bribery Act 2010 107第一直觉教育www.fi_ACCA F 4Intro ductio n1Syllabus overviewThe syllabus covers the following areas:A Essential elements of the legal systemB The law of obligationsC Employment lawD The formation and constitution of business organisationsE Capital and the financing of companiesF Management, administration and the regulation of companiesG Insolvency lawH Corporate fraudulent and criminal behaviour2Approach to examining the syllabusApproach to examining the syllabusThe syllabus is assessed by a two-hour computer-based examination.The examination consists of:All questions are compulsory.第一直觉教育www.fi_Intro ductio n ACCA F 4 3How to approach F4 on exam dayManage your time effectivelyFor F4 you are required to answer 20 × one-mark and 25 × two-mark questions totalling 70 marks, plus5 × six-mark questions totalling 30 marks in two hours, giving you 1.2 minutes per mark. It is vital youstick to the time allocation and answer every question.Know the types of question you will faceThe ACCA provides the following guidance on how the assessment will be structured:Section A will be worth 70 marks. It will contain a mixture of 20 one-mark and 25 two-mark questions.The use of the word ‘mixture’ is deliberate, as it is important to emphasise that within the exam paper questions will be randomised, so candidates will have to recognise the area of law they are dealingwith before offering an answer. It should also be emphasised that the whole syllabus will be open toexam and the availability of 45 questions makes it highly likely that all aspects of the syllabus will beexamined in each exam.Candidates will be required to select the correct one from a list of potential answers. As objective test (OT) questions there can only be one correct answer to each question. The allocation of marks willdepend on the complexity of the question, with one-mark questions having fewer possible answersthan two-mark questions.Section B will contain five six-mark multi-task questions (MTQs) and in effect will replicate the threeanalysis/application questions to be found at the end of the previous exam paper under the oldsyllabus. The format of the questions will be similar to the previous problem scenarios and they willcontain a series of tasks that relate to a scenario.Read the question requirement carefullyExaminers’ reports repeatedly state that candidates fail because they fail to read the questionrequirement carefully. Make sure you really understand the question requirement before you start to answer. This is not a time pressured exam – use the time you are given to best effect.Use case law effectivelyACCA advise that you should support answers to the multi-task questions with analysis referring tocases or examples. You should state the point of law established by the case but you do not need togive its detailed facts. It is not necessary to quote section numbers of Acts.The multi-task questions are only looking for brief written responses. Keep your answers succinct and make sure every point is relevant.第一直觉教育www.fi_ACCA F 4Intro ductio n 4Study plannerPlan your study timePlan your diary for when, where and how often you want to study. If you followed a First Intuitioncourse you would receive classroom-based tuition and be expected to do additional work at home.Studying on your own is harder and will take longer. You should expect to spend at least five hoursstudying per week for F4. On this basis it should take approximately six weeks to learn the studymaterial, then you should allow additional time for revision and final question practice (which is vital).Most students should be ready to take the exam two months after commencing their studies. You can do it more quickly if you can put in more hours per week.Make the most out of your study sessionsTry and complete each study session in one go so that you learn each topic in turn. Some sessions arelonger than others, but make sure you take a break between sessions.Read the relevant chapter of these Course Notes, carefully written to cover what you need to pass this exam.It is essential that you try the questions from the First Intuition Question Bank for F4, which has beenwritten by specialists around the syllabus requirements. to give you the question practice you need.This is vital: you will not pass the exam if you don’t practise questions.E XAM S MART:F IRST I NTUITION HELP IS AT HAND!Don’t forget – if you get stuck call your tutor for advice. First read through the tutor guidancein the table below. As you complete each session, tick it off to record your progress.第一直觉教育www.fi_Intro ductio n ACCA F 4第一直觉教育www.fi_ACCA F 4Intro ductio nIntro ductio n ACCA F 44.1 Practical Experience Requirements (PER) and Performance ObjectivesACCA requires students to have 36 months’ practical experience in order to become members. Part of the practical experience requirements is achieving performance objectives that demonstrate that you can apply what you’ve learnt when studying to real-life, work activities.ACCA has set out 20 performance objectives in 10 areas. You are required to achieve 9 performance objectives – all 5 Essential performance objectives and any 4 from 15 Technical performanceobjectives. ACCA has provided guidance on which objectives are strongly linked to which exam. The relevant objectives for F4, which are both Essentials objectives, are:PO1 Professionalism and ethics (relevant to all exams)P04 Governance, risk and control1Criminal and civil law1.1 The differences between civil and criminal law2 1 : Criminal v c iv i l ACCA F 4 2A summary of the civil court structureCOUNTYCOURTA subdivision of which is the small claimscourt (< £10,000). Covers Contract and Tort cases and other civilmattersEMPLOYMENTTRIBUNALLegally qualifiedchairman, 2 othermembers,representingemployer andemployee interestsMAGISTRATESMostly cover smalldomestic casesHIGH COURTJUSTICEIn certain circumstances itis possible to bypass C of Aby using “LEAPFROG”procedureCOURT OFAPPEALSMALL AND FAST TRACK APPEALSEMPLOYMENTAPPEALSTRIBUNALQUEENSBENCHDIVISIONContract andTortsupervisesinferior courtsCHANCERYDIVISIONPartnership andCompanyFAMILYDIVISIONDIVISIONAL COURTMULTI TRACK APPEALSACCA F 4 1 : Criminal v c iv i l 32.1Tracking: The “three track” systemCases are allocated to one of the following.Small claims track, up to £10,000, advantage - quick, informal, often no legal representation.Fast track, £10,000 to £25,000, trials lasting < one day, fixed timetable to enable determination within30 weeks.Multi-track claims > £25,000, and/or > one day, managed by courts, e.g. £25,000 breach of contractcase.County Court hears all small claims and fast track cases. Multi-track cases are allocated to either theCounty Court or the High Court depending on their complexity.AppealsMulti-track cases go the Court of Appeal; otherwise the relevant Division of the High Court hearsappeals from the County Court.2.2The High CourtThree Divisions:❝Queen’s Bench Division (for our purposes the QBD is the most important, hearing contract and tort cases)❝Chancery Division❝Family Division❝Single judge acting alone (very rare for juries to be involved in civil cases)❝Appeals to Court of Appeal, or very occasionally via leapfrog procedure directly t o Supreme Court, if all parties agreeDivisional Co urt of the Queen’s Bench Division❝Two or more judges sit together❝Supervise public authorities, inferior courts and tribunals❝Hear applications for the writ of “habeas corpus” (give up the body) from persons who allege they are being unlawfully detained❝Hear certain criminal appeals on points of law from Magistrates’ and Crown CourtsChancery Division❝Single judge❝Trusts❝Tax❝Company law❝Partnerships❝Probate❝InsolvencyFamily Division❝Divorce❝Embryology and human fertilisation❝Family related appeals from the County Court4 1 : Criminal v c iv i l ACCA F 4Court of Appeal❝Three judges sit together❝Master of the Rolls is Chief Judge❝Hears appeals from the three Divisions of the High Court and Divisional C ourt, Employment Appeals Tribunal, Crown Court and certain County Court casesSupreme Court❝Staffed by Justices of the Supreme Court❝Generally five judges sit together❝Highest appeal court in the UK。