ACCA考试F4公司法与商法（Botswana）真题2009年6月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Botswana）真题 2009 年 6 月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)Explain the distinction between the following terms in relation to the doctrine of precedent in the Botswana legal system: （分数：10.00）(1).(a) ratio decidendi and obiter dictum; (5 marks) （分数：5.

2、00）_(2).(b) reversing, overruling and distinguishing. (5 marks)（分数：5.00）_1.In relation to the law of contract, explain the general meaning and effect of breach of contract, paying particular attention to repudiation as a form of breach of contract. (10 marks)（分数：10.00）_2.In relation to partnership l

3、aw, discuss the essentials that will distinguish the partnership agreement from other agreements. (10 marks)（分数：10.00）_3.In relation to close companies law, explain the fiduciary duties and duties of care and skill owed by the members to their company. (10 marks)（分数：10.00）_4.In relation to company l

4、aw, explain and distinguish between: (a) companies limited by guarantee; and (5 marks) (b) companies limited by shares. (5 marks)（分数：10.00）_(1).(a) In relation to company law, explain what is meant by winding up. (2 marks) （分数：5.00）_(2).(b) Distinguish between: (i) voluntary winding up; (4 marks) (i

5、i) compulsory winding up. (4 marks)（分数：5.00）_(1).(a) Explain the term money laundering and how such activity is conducted. (5 marks) （分数：5.00）_(2).(b) Explain how the Proceeds of Crime Act 1990 seeks to control money laundering. (5 marks)（分数：5.00）_Tony decided to sell his horse Please Be True. He wr

6、ote to his friend Jimmy as follows: Dear Jimmy I trust all is well with you old chap. Please Be True is for sale. The price is P7,00000. If you are interested, come to the house with the money and you can take her away with you. Jimmy received Tonys letter and replied as follows: My good friend Tony

7、, many thanks for the offer. I would dearly love to buy Please Be True. However P7,00000 is rather too high a price for a horse. I will pay you P5,00000 for her. Tony did not reply to Jimmys letter. Two days later Jimmy phoned Tony stating that he was now willing to buy Please Be True for P7,00000.

8、However by then Tony had already sold the horse to Amanda. Jimmy wishes to sue Tony for breach of contract. Required:（分数：10.00）(1).(a) Advise Jimmy as to the legal position. (7 marks) （分数：5.00）_(2).(b) State whether your answer would be different if Jimmy had replied inquiring whether Tony could not

9、 go any lower than P7,00000. (3 marks)（分数：5.00）_Thembi is a director of Okavango Ltd, but she also carries out her own business as a wholesale supplier of specialist metals under the name Savuti Ltd. Last year Okavango Ltd entered into a contract to buy a large consignment of metal from Savuti Ltd.

10、Thembi attended the board meeting that approved the contract and voted in favour of it, without revealing any link with Savuti Ltd. The contract price was considerably above the market price and Savuti Ltd and Thembi made a considerable profit from it. Nevertheless the previous year was a particular

11、ly good year for Okavango Ltd and it was revealed at a board meeting on 20 March 2008 that it had made larger than expected profits. On learning this Thembi immediately bought more shares in Okavango Ltd, before the news of the profits was announced on 1 April. Required: Analyse the situation explai

12、ning any potential liability that Thembi may have in relation to:（分数：10.00）(1).(a) the sale of the metal to Okavango Ltd by Savuti Ltd; (5 marks) （分数：5.00）_(2).(b) her purchase of the shares. (5 marks)（分数：5.00）_Sonic Coach Tours Ltd is concerned about the number of accidents caused by careless drivi

13、ng, and a notice is therefore displayed in the garage stating that any driver who is involved in an accident will be instantly dismissed. The following day, two drivers, Kgabo and Morena, cause minor accidents and are dismissed without notice. Kgabo has been employed for ten years and Morena for one

14、 year and both have clean driving records. Required:（分数：10.00）(1).(a) Advise Kgabo and Morena as to their possible rights arising from their dismissal. (7 marks) （分数：5.00）_(2).(b) State whether your answer would be different if Sonic Coach Tours Ltd has also discovered that both Kgabo and Morena hav

15、e been keeping some of the fares paid by passengers. (3 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Botswana）真题 2009 年 6 月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)Explain the distinction between the following terms in relation to the doctrine of precedent in the Botswana legal system

16、: （分数：10.00）(1).(a) ratio decidendi and obiter dictum; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) reversing, overruling and distinguishing. (5 marks)（分数：5.00）_正确答案：( )解析：1.In relation to the law of contract, explain the general meaning and effect of breach of contract, paying particular attention to rep

17、udiation as a form of breach of contract. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to partnership law, discuss the essentials that will distinguish the partnership agreement from other agreements. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to close companies law, explain the fiduciary duties

18、 and duties of care and skill owed by the members to their company. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to company law, explain and distinguish between: (a) companies limited by guarantee; and (5 marks) (b) companies limited by shares. (5 marks)（分数：10.00）_正确答案：( )解析：(1).(a) In relation to

19、company law, explain what is meant by winding up. (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Distinguish between: (i) voluntary winding up; (4 marks) (ii) compulsory winding up. (4 marks)（分数：5.00）_正确答案：( )解析：(1).(a) Explain the term money laundering and how such activity is conducted. (5 marks) （分数：5.00

20、）_正确答案：( )解析：(2).(b) Explain how the Proceeds of Crime Act 1990 seeks to control money laundering. (5 marks)（分数：5.00）_正确答案：( )解析：Tony decided to sell his horse Please Be True. He wrote to his friend Jimmy as follows: Dear Jimmy I trust all is well with you old chap. Please Be True is for sale. The p

21、rice is P7,00000. If you are interested, come to the house with the money and you can take her away with you. Jimmy received Tonys letter and replied as follows: My good friend Tony, many thanks for the offer. I would dearly love to buy Please Be True. However P7,00000 is rather too high a price for

22、 a horse. I will pay you P5,00000 for her. Tony did not reply to Jimmys letter. Two days later Jimmy phoned Tony stating that he was now willing to buy Please Be True for P7,00000. However by then Tony had already sold the horse to Amanda. Jimmy wishes to sue Tony for breach of contract. Required:（分

23、数：10.00）(1).(a) Advise Jimmy as to the legal position. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State whether your answer would be different if Jimmy had replied inquiring whether Tony could not go any lower than P7,00000. (3 marks)（分数：5.00）_正确答案：( )解析：Thembi is a director of Okavango Ltd, but she als

24、o carries out her own business as a wholesale supplier of specialist metals under the name Savuti Ltd. Last year Okavango Ltd entered into a contract to buy a large consignment of metal from Savuti Ltd. Thembi attended the board meeting that approved the contract and voted in favour of it, without r

25、evealing any link with Savuti Ltd. The contract price was considerably above the market price and Savuti Ltd and Thembi made a considerable profit from it. Nevertheless the previous year was a particularly good year for Okavango Ltd and it was revealed at a board meeting on 20 March 2008 that it had

26、 made larger than expected profits. On learning this Thembi immediately bought more shares in Okavango Ltd, before the news of the profits was announced on 1 April. Required: Analyse the situation explaining any potential liability that Thembi may have in relation to:（分数：10.00）(1).(a) the sale of th

27、e metal to Okavango Ltd by Savuti Ltd; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) her purchase of the shares. (5 marks)（分数：5.00）_正确答案：( )解析：Sonic Coach Tours Ltd is concerned about the number of accidents caused by careless driving, and a notice is therefore displayed in the garage stating that any driv

28、er who is involved in an accident will be instantly dismissed. The following day, two drivers, Kgabo and Morena, cause minor accidents and are dismissed without notice. Kgabo has been employed for ten years and Morena for one year and both have clean driving records. Required:（分数：10.00）(1).(a) Advis

29、e Kgabo and Morena as to their possible rights arising from their dismissal. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State whether your answer would be different if Sonic Coach Tours Ltd has also discovered that both Kgabo and Morena have been keeping some of the fares paid by passengers. (3 marks)（分数：5.00）_正确答案：( )解析：