2014年ACCA考试F4公司法与商法第二章总汇2

ACCA考试《F4公司法与商法》辅导要点二

ACCA考试《F4公司法与商法》辅导要点二本文由高顿ACCA整理发布，转载请注明出处Articles of association1 Introduction1.1 Articles are concerned with internal regulations of a company.Table A contains the specimen format.Table A applies unless excluded expressly or by implication.2 Legal effect of the articlesThe articles constitute a contract between (S14 CA 1985):2.1 (a) Members and the companyHickman v. Kent or Romney Marsh Sheepbreeders Assoc.(b) The company and membersPender v. Lushington(c) The members inter seBorland's Trustee v Steel Bros. Ltd.The articles do not constitute a contract between:2.2 The company and third parties: Eley v. Positive Life Co.2.3 If someone has dual capacity the courts will distinguish between a person’s membership/non-membership rights and/or duties.3 Alteration of the articlesBasic rules3.1 S.9 The articles may be altered by a special resolution. The basic test is whether the alteration is for the benefit of the company as a whole. Greenhalgh v Arderne Cinemas.3.2 The change cannot be prevented by declaring the articles/a clause to be unalterable.3.3 No outside contract will prevent a change but the company may be liable for breach of contract. Southern Foundries v Shirlaw.Case law3.4 (a) Most alterations are allowed by the court. An alteration will not be prevented simply because it inflicts hardship on some members but not on others. Greenhalgh v. Arderne Cinemas(b) Alterations which give the company the power to expel members are viewed with considerable suspicion. Dafen Tinplate Co. v. Llanelly Steel Co.(c) However, such alterations will be allowed if the proposed clause is carefully worded, eg where a member is:(i) competing with the company. Sidebottom v. Kershaw Leese & Co. Ltd.(ii) defrauding the company. Shuttleworth v. Cox Brothers Ltd.3.5 Alterations can be prevented by 'weighted voting rights' Bushell v Faith.更多ACCA资讯请关注高顿ACCA官网：。

acca各科考试大纲

acca各科考试大纲ACCA各科考试大纲是ACCA考试的重要参考，它详细说明了每门考试科目的内容、考试形式和评分标准。

以下是一些ACCA主要科目的考试大纲概述：1.F1《商业与科技》：本科目涵盖了商业组织、管理、营销、信息技术等方面的知识，旨在测试考生对商业运营和科技应用的理解能力。

2.F2《管理会计》：本科目主要涉及管理会计的基本概念、成本分类、预算编制、差异分析等内容，旨在培养考生的管理会计技能和决策能力。

3.F3《财务会计》：本科目主要考察财务会计的基本原则、财务报表的编制和解读、会计政策的选择等方面，旨在培养考生的财务会计技能和财务报告分析能力。

4.F4《公司法与商法》：本科目主要涉及公司法、合同法、商法等法律领域的基本概念和原则，旨在培养考生的法律意识和商业法律应用能力。

5.F5《业绩管理》：本科目涵盖了业绩评估、成本管理、预算控制等方面的内容，旨在培养考生的业绩管理技能和成本控制能力。

6.F6《税务》：本科目主要涉及税务法规、税务筹划、税务申报等方面的知识，旨在培养考生的税务处理能力和税务筹划能力。

7.F7《财务报告》：本科目是F3的延伸，更深入地探讨了财务报告的编制和分析，包括合并报表、财务分析等内容，旨在培养考生的高级财务报告技能和分析能力。

8.F8《审计与认证业务》：本科目主要涉及审计程序、内部控制评估、风险管理等方面的知识，旨在培养考生的审计技能和风险管理能力。

9.F9《财务管理》：本科目涵盖了投资决策、融资决策、资本结构管理等方面的内容，旨在培养考生的财务管理技能和资本运作能力。

10.P级科目（P1-P7）：这些科目是ACCA的高级阶段课程，涵盖了更专业、更深入的领域，如高级业绩管理（P1/P3）、高级财务管理（P2）、高级税务（P6）、高级审计与鉴证（P7）等。

这些科目旨在培养考生在专业领域的高级技能和知识应用能力。

2014年6月ACCA《公司法与商法》真题及答案探究二

2014年6月ACCA《公司法与商法》真题及答案探究二本文由高顿ACCA整理发布，转载请注明出处Question：In relation to the law of contract,explain the rules relating to：（a）acceptance of an offer；（b）revocation of an offer.Answer：This question requires an explanation of the rules relating to the acceptance and revocation of offers in contract law.（a）Acceptance is necessary for the formation of a contract. Once the offeree has accepted the terms offered, a contract comes into effect. Both parties are bound：the offeror can no longer withdraw their offer, nor can the offeree withdraw their acceptance. The rules relating to acceptance are：（i）Acceptance must correspond with the terms of the offer. Thus, the offeree must not seek to introduce new contractual terms into their acceptance （Neale v Merrett （1930））。

（ii）A counter-offer does not constitute acceptance （Hyde v Wrench （1840））。

ACCAF4公司法与商法题库.doc

所选答案：
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

2014年ACCA考试F4公司法与商法第十六章总汇2

2014年ACCA考试F4公司法与商法第十六章总汇2本文由高顿ACCA整理发布，转载请注明出处2 Name clause2.1 This obviously sets out the company's name.Refusal to register2.2 By 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 or 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.(ii) Within 5 years if misleading information was supplied.(iii) At any time if the use of the name is likely to cause harm to the public.(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.(d) Action of Registrar:(i) He alters the register.(ii) He issues a new certificate of incorporation.(iii) He advertises issue of the certificate of incorporation in the London Gazette.(e) Two further points:(i) The change of name does not affect rights or obligations under the old name.(ii) The change of name takes effect from the date of issue of the new certificate.Publication of the name2.5 (a) The name must appear legibly and conspicuously:?(i) outside the registered office and all place of business.(ii) on the common seal. s.350 (if the company has one).(iii) on all business letters, notices and official publications.(iv) on all bills of exchange, cheques, promissory notes, orders, receipts and invoices signed or issued on the company's behalf.(b) Penalties:(i) a fine for every officer wilfully authorising or permitting it.(ii) personal liability for any person issuing any bill of exchange, promissory note, cheque or order for money/goods without the company name: Penrose v Martyr Limited Liability2.6 (a) The name of a private company limited by shares must end with 'Limited' or Ltd'.(b) The name of a public company must end with the words 'public limited company' or p.l.c.(c) 'Limited', 'Ltd', 'public limited company' or 'plc' must not appear anywhere except at the end of the name.更多ACCA资讯请关注高顿ACCA官网：。

2014年ACCA考试F4公司法与商法第十一章总汇2

2014年ACCA考试F4公司法与商法第十一章总汇2本文由高顿ACCA整理发布，转载请注明出处3 DAMAGES – Available only if the injured party has completed his contractual obligationsDoctrine of restitution3.1 Aim is to place the innocent party (or claimant) in the same position as if the contract had been performed.3.2 The intention is not punishment, but compensation. This reflects the fact that a breach of contract claim is on the basis that something should have been done, but wasn’t.Remoteness of damages3.3 (a) Damages are awarded to compensate for loss of bargain or to extent of contractual expectations. Some limit is placed on the nature and scope of loss recoverable.Rule in Hadley v Baxendale make losses compensatable if:(i) they arise naturally; and(ii) they are within the reasonable contemplation of the parties at time of contract.(b) See also: Victoria Laundry v Newman IndustriesMeasure of damages3.4 (a) Assessed with reference to doctrine of restitution.(b) One can only claim for actual loss suffered. Note however that nominal damages can be available.(c) Non financial loss may be recoverable where contract is one for provision of enjoyment or peace of mind: Jarvis v Swan Tours. Also the courts may award damages for distress and loss of amenity where the cost of curing a defect is excessive: Ruxley Electronics v Forsyth.(d) Claimant must take reasonable steps to mitigate loss: Payzu v Sanders.(e) Penalty clauses in contract will not be upheld. The exception is where the clause is a genuine pre-estimate of loss: Dunlop v New Garage: Liquidated damages clauses.更多ACCA资讯请关注高顿ACCA官网：。

ACCA考试F阶段、P阶段大纲全解析

本文由高顿ACCA整理发布，转载请注明出处
课程类别
课程序号
课程名称(中)
课程名称(英)
知识课程
F1
会计师与企业
Accountant in Business (AB/FAB)
F2
管理会计
Management Accounting (MA/FMA)
F3
财务会计
Financial Accounting (FA/FFA)
本文由高顿ACCA整理发布，转载请注明出处，更多ACCA资讯请关注高顿ACCA官网：
选修课程
（4选2）
P4
高级财务管理
Advanced Financial Management (AFM)
P5
高级业绩管理
Advanced Performance Management (APM)
P6
高级税务
Advanced Taxation (ATX)
P7
高级审计与认证业务
Advanced Audit and Assurance (AAA)
技能课程
F4
公司法与商法
Corporate and Business Law (CL)
F5
业绩管理
Performance Management (PM)
F6
税务
Taxation (TX)
F7
财务报告
Financial Reporting (FR)
F8
审计与认证业务
Audit and Assurance (AA)
F9
财务管理
Financial Management (FM)
课程类别
课程序号
课程名称(中)

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)。

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）。

ACCA F4《公司法与商法》知识点讲解(3)

ACCA F4《公司法与商法》知识点讲解（3）1 Doctrine of judicial precedent1.1 Common law and equity are a body of judge-made laws contained in decisions of the courts called judgements.1.2 Judge – made law or case law is whereby judges follow the decisions of other judges. The doctrine of precedent is sometimes referred to as 'stare decisis': let the decision stand.1.3 For case law to be workable as a source of law it needs to achieve consistency. Various 'rules' have therefore developed to achieve this aim.1.4 ‘Rules’:1.4.1 Only statements of law made by judges can form precedent. In turn these statements must be divided up into ratio decidendi (the reason for the decision) and obiter dicta (other comments).Only the ratio decidendi forms the basis of precedent as it is this reasoning which is vital to his decision. Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision in the case and hence are not binding.1.4.2 As the ratio decidendi of a case stems from specific facts ifa precedent is to be followed in a subsequent case the facts of that case must be sufficiently similar.1.4.3 The precedent must have been set by a court capable of creating precedent and not have been overruled.1.5 Hierarchy of the courts:(a) House of Lords – binds all lower courts but not itself (exceptional cases)(b) Court of Appeal – binds all lower courts and itself(c) High CourtJudge sitting alone – binds all lower courts not divisional courtsJudges sitting together – binds all lower courts and divisional courts(d) CrownMagistrates – bind no-one at allCounty1.6 A precedent ceases to be binding if:(i) It has been overruled by statute or EU law or by a higher court.(ii) It can be distinguished on the facts i.e. if the material facts are not the same.1.7 Advantages:(i) Detail.(ii) Flexibility.(iii) Consistency.(iv) Fairness.1.8 Disadvantages:(i) Bulk.(ii) Restricts judicial discretion.(iii) reactive system.(iv) Lack of democratic accountability.1.9 Persuasive authority:These are decisions (e.g. those of commonwealth countries, inferior courts and obiter dicta) which are not binding but may influence the decisions of judges in future cases.。

ACCAF4 英国公司法与商法翻译讲义(部分)

CHAPTER 181 资本维持原则随着公司有限责任制度的确立，为了加强对于公司债权人的保护，英国公司法上发展了旨在维持公司股份资本，保护债权人利益的“资产维持原则”。

概括地说，英国公司法以资本维持为目的的规则主要包括两类，一类是与股份支付有关的规则，其目的在于确保公司能够真实地募集到其声称的股份资本；二是旨在为了债权人利益保护而维持公司股份资本的规则。

资本维持原则特别禁止公司的股份资本在清算之前直接或间接地被返还给股东，在被认为具有里程碑意义的特雷弗诉英制螺纹一案中，英国上议院确立了一个根本原则：除非根据法院所批准的合法的减资程序，任何股份资本所代表的财产不得被返还给其股东。

该案之后的一系列英国法判例进一步发展了这里“资本返还”的含义：除了合法的利润分配（通常是股利）及经授权的减资或经其他合法授权程序之外的，任何公司资产向股东的转移或支付均被认为构成资本返还。

在这一领域相关的英国公司法规则主要包括：股份的回赎和回购规则；减资规则；禁止公司违法分配的规则；禁止对公司取得自己股份提供财务资助的规则。

2 股份资本的减少如果公司细则进行了授权且经过法院确认，一家股份有限公司可以通过特别决议以任何方式减少其股份资本。

如果必要，公司还可以更改章程以减少其股份资本和相应的股份数。

三种公司减资的方式：（1）减轻或免除股东对已认购但只部分缴付的股份的出资责任。

（2）取消已经损失或者没有对应资产的实收股份资本。

但需要注意的是，根据判例这里的资本损失必须是永久的，否则就会被看做是对债权人利益的侵害。

（3）向股东返还任何超过公司需要的实收股份资本。

但是，如果向股东的返还属于虚假，则法院会拒绝资本的减少。

股份有限私公司的股本减少的决议，在其通过后15日内，公司董事作出公司有偿债能力声明且依法被登记的，可不需向法院申请确认。

2.1有偿债能力声明，是每个董事对于声明之日的公司状况，没有理由可以发现公司当时不能缴付（或清偿）其债务等内容的声明。

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公司法与商法第二章总汇3

2014年ACCA考试F4公司法与商法第二章总汇3本文由高顿ACCA整理发布，转载请注明出处3 Statute (primary law)3.1 Acts of Parliament:Created by parliament. All new statutes should be compatible with HRA 98. Courts cannot strike out an Act of Parliament.Procedure:Green paper: Discussion documentWhite paper: Statement of policy(a) First readingNo debate - Bill is introduced to the timetable of the house.(b) Second readingGeneral debate and vote.(c) Committee stageBill is scrutinized and amendments suggested.(d) Report stageAmendments reported back to the House.(e) Third readingBrief debate and vote.(f) Same procedure in other House(House of Lord's has power to amend and delay passage of Bill: Parliament Acts 1911-1949).(g) Royal assentStudy point: Ensure you know what happens at each stage.3.2 Delegated Legislation: (Secondary law)Created by persons/bodies to whom parliament has delegated powers e.g. government ministers, local authorities, Inland Revenue and Customs and Excise. Delegation made possible by an 'Enabling' Act.(a) Types:- Orders in Council- Bye-laws- Statutory instruments- Acts of devolved assemblies(b) Controls:- Parliamentary: House of Commons committee on statutory instruments- Statutory instruments must be laid before parliament prior to enactment although some require positive parliamentary approval- Judicial: Courts may declare them "ultra vires" (beyond capacity) (unlike Primary Acts). They must be compatible with HRA 98.- Ministerial: bye-laws must be approved by a minister(c) Advantages:- saves time- technical and local expertise- allows for swift alterations in the law to keep pace with changing social and historical conditions(d) Disadvantages:- lack of democratic accountability- attack on concept of parliamentary sovereignty- concentrates power in the hands of civil servants- complexity and bulk- can be attacked in courts which may lead to uncertainty.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。

2014年ACCA考试F4公司法与商法第十三章总汇2

2014年ACCA考试F4公司法与商法第十三章总汇2本文由高顿ACCA整理发布，转载请注明出处2 Terms2.1 Express terms(a) No requirement for formal written contract.(b) Under Employment Rights Act 1996 (ERA 1996) employer must provide written particulars to employee within 8 weeks of starting employment. Note this is not a contract but will constitute strong prima facie evidence of the contractual terms.Particulars must include inter alia:· Details of remuneration and procedure for calculation.· Hours and place of work· Holidays and holiday pay· Situation if unable to work (sick pay/leave)· Length of notice· Disciplinary and grievance procedures.Any change to the particulars must be notified within one month.2.2 Implied termsEmployee is also protected by common law and statutory implied terms. Note that as with any contract terms can be implied by custom and practice.2.3 Employer‟s duties to:(i) Provide remuneration:· Amount decided by contract or collective agreement. Common law provides that it must be reasonable now subject to National Minimum Wage Act 1998.(ii) Provide holidays and holiday pay and comply with Working Time Regulations: · Limit average weekly working time to 48 hours. The average is taken over a reference period of 17 weeks. (There is an opt out provision but this does not detract from the overriding duty to provide a safe system of work.)· Limit on night workers average working time to 8 hours.· Minimum rest periods of at least 20 minutes for every 6 hours of work and a break away from work for 11 hours each day.· Right to paid annual leave allowing the worker to be away from work for 4 weeks. The right to leave starts to accrue from the first day of employment.(iii) Provide sick pay:· Employer provides statutory sick pay on behalf of the government· No general duty to provide sick pay from his own funds(iv) Provide a safe system of work: Johnstone –v– Bloomsbury Health Authority(v) Provide work:· No duty to provide work unless employee is paid by commission or on piece work, or where work has to be done to keep skills current.(vi) Indemnify employee(vii) Conduct his business in a …trustworthy‟ manner. Breach of an implied duty of trust and confidence may give rise to “stigma” damages: BCCI v Mali k. Must also treat employees with respect.(viii) Allow women maternity rights: ERA 1996 (see paragraph 2).(ix) Allow time off for union duties(x) Allow time off to seek work to redundant employees(xi) Provide itemised pay slips: ERA 1996(xii) Avoid discrimination:Sex Discrimination Acts 1975 and 1986Race Relations Act 1976Disability Discrimination Act 1995It is unlawful to discriminate:Against an applicant for a job or existing employee.In selection for a post or in access to promotion, training or other benefits.On grounds of sex, marital status, colour, race, nationality or disability.Unless (for sex and race) a genuine occupational qualification ((GOQ) exists:These include selection to preserve decency and privacy, or authenticity in entertainment(xiii) Pay the same rate of pay to men and women engaged in:like work orwork rated as equivalent(xiv) Disability Discrimination:· Creates a right not to be discriminated against on grounds of disability in employment. Disability is defined as a physical or mental impairment, which has a substantial adverse effect on a person‟s ability to carry out normal day to day activities.· The DDA95 applies to employers who employ 15 or more people. It seeks to protect the disabled employee in all aspects of the employment relationship from recruitment to dismissal. S5 however allows the employer to justify less favourable treatment on grounds that are both …material to the particular case and substantial‟.· Employers are also now required to 'make reasonable adjustments' to accommodate disabled persons. It should be noted that S5 allows an employer to justify a failure tocomply. In effect changes are only required if …reasonable‟ taking into account cost and practicability.更多ACCA资讯请关注高顿ACCA官网：。

ACCA F4知识要点汇总(精简版)

Part A Essential elements of the legal system（10 分）
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

2014年ACCA考试F4公司法与商法第二章总汇4

2014年ACCA考试F4公司法与商法第二章总汇4本文由高顿ACCA整理发布，转载请注明出处4 European community law4.1 Forms part of UK law by virtue of European Communities Act 1972Institutions of the Union:(a) European Court of JusticeECJ is the final authority on community law.(b) Council of MinistersThe Council is made up of ministers from Members States.The Council together with the Parliament is responsible for the adoption of legislation proposed by the commission.(c) The CommissionMade up of commissioners from Member States. They propose draft legislation. Also ensure treaty obligations observed can refer cases to ECJ.(d) The European ParliamentMade up of directly elected members. It is an advisory and debating body which with the Council of Ministers bring law into effect.Study point: Ensure you can succinctly describe the function of each institution.4.2 Direct applicability and direct effectCommunity law which is directly applicable in member states comes into force without any act of implementation by members states.Law has direct effect if it confers rights and obligations directly on individuals.4.3 Types of European LawPrimary Law: that contained in the Treaties.Secondary Law:(a) Regulations (directly applicable)These are binding and enforceable from the time of their creation. Seek to give effect to Treaty aims. Take effect uniformly through out the EU.Failure to implement a directive within the specified time period, or failure to implement it completely may allow individuals to rely on the directive even though it is not implemented through national legislation. Such action can only be taken against the state or emanation of the state.(b) Directives (not directly applicable)Statements of principles which seek to harmonise EU laws, but left to member states to alter national law so as to achieve these aims within a specified period.(c) Decisions (binding only on recipient states and individuals to whom they are addressed). These are decisions relating to the operation of E.U. laws and policies.4.4 Impact on Parliamentary Sovereignty?(a) Parliamentary sovereignty(i) Parliament is the prime law maker. It can overrule all other sources of law including previous statutes.(ii) Parliament cannot restrict a future parliaments’ ability to change the law.(iii) The courts must apply statute even if they think the law operates unfairly.(b) Conflict between Parliamentary Sovereignty and membership of the EU(i) A directive may require Parliament to change the law.(ii) A regulation may be passed which conflicts with an existing Act of Parliament.(c) Points to bear in mind(i) The UK is fully represented in all the EU’s institutions.(ii) UK ministers sit on all council meetings and vote on all proposed law.(iii) Ultimately, Parliament could repeal the ECA 1972.更多ACCA资讯请关注高顿ACCA官网：。