ACCA考试F4公司法与商法（Botswana）真题2010年12月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Botswana）真题 2010 年 12 月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Botswana legal system, explain: （分数：10.00）(1).(a) the meaning, scope and effectiveness of delegated legislation; (7 marks) （分数：5.00）_(2).(b) the powers of the courts to cont

2、rol such delegated legislation. (3 marks)（分数：5.00）_1.In relation to the law of contract, explain the meaning of intention to create legal relations. (10 marks)（分数：10.00）_2.In relation to the law of contract, explain the meaning of anticipatory breach and the remedies available in such a situation. (

3、10 marks)（分数：10.00）_3.In relation to the law of close companies, explain how a close company can be bound in contract. (10 marks)（分数：10.00）_4.In relation to partnership law, explain the essentials of a partnership. (10 marks)（分数：10.00）_5.In relation to company law, discuss the directors duty of care

4、 and skill. (10 marks)（分数：10.00）_6.In relation to the law of delict, explain the concept of remoteness of damage. (10 marks)（分数：10.00）_7.In April 2009, the board of Madikwe Ltd was approached by Joba, who offered to sell to Madikwe Ltd two sites each having planning permission for the construction o

5、f supermarkets. Tom, Bill and Rose are the directors of Madikwe Ltd. At the companys board meeting, they rejected the offer, first because of the precarious financial position of the company, and secondly because it considered the purchase too speculative. In May 2009, Tom, Bill and Rose, acting on

6、behalf of themselves and not Madikwe Ltd, incorporated a new company, Ngami (Pty) Ltd, which proceeded to purchase the sites from Joba. Tom, Bill and Rose are the only shareholders and directors of Ngami (Pty) Ltd. Ngami (Pty) Ltd then constructed the supermarkets and, in October 2009, sold them. Ng

7、ami (Pty) Ltd was then liquidated, with the result that Tom, Bill and Rose made a substantial profit. The shareholders of Madikwe Ltd subsequently learned of the personal gains made by their directors, dismissed the whole board and elected a new one. The new board is now considering legal action aga

8、inst Tom, Bill and Rose, in an attempt to force them to hand back to Madikwe Ltd the profits they have made. Required: Advise the new board as to whether Tom, Bill and Rose may be forced to account to Madikwe Ltd for the profits made. (10 marks)（分数：10.00）_8.Bothepha, Gorata and Onneile formed a part

9、nership six years ago, although Bothepha was a sleeping partner and never had anything to do with running the business. Two years ago the partnership employed Tumelo as its manager and last year Gorata retired from the partnership. Onneile subsequently has left much of the day-to-day work to Tumelo

10、who has let it be known generally that he has become a partner, although he has not. In May of this year Tumelo entered into two large contracts. The first one was with a longstanding customer, Robert, who had dealt with the partnership for some five years. The second contract was with a new custome

11、r, Simon. Both believed Tumelos claim that he was a partner in the business. Both contracts have gone badly wrong leaving the partnership still owing a total of P900,000 to both Robert and Simon. Unfortunately the business assets will only cover the first P450,000 of the total debt. Required: Explai

12、n the potential liabilities of Bothepha, Gorata, Onneile and Tumelo. (10 marks)（分数：10.00）_Angelina ran a business in Gaborone, which specialised in producing computer software programmes. Refilwe and Basetsana both worked for Angelina for a period of three years. They were both described as self-emp

13、loyed and both paid tax as self-employed persons. Angelina provided all of their specialist computer equipment. Refilwe was required to work solely on the projects Angelina provided, and he had to attend at her premises every day from 9 am until 5 pm. Basetsana usually worked at home and was allowed

14、 to work on other projects. Basetsana could even arrange for her work for Angelina to be done by someone else if she was too busy to do it personally. When Angelina lost her most important contract, which Refilwe had been working on, she decided to relocate the business to be closer to her one remai

15、ning large contract in Francistown some 400 kilometres away. As a result she told Refilwe and Basetsana that there would be no more work for them. Required: Advise Refilwe and Basetsana who are concerned:（分数：9.99）(1).(a) why it is important to distinguish between contracts of service and contracts f

16、or services; (3 marks) （分数：3.33）_(2).(b) how the courts decide whether someone is self-employed or is an employee; (5 marks) （分数：3.33）_(3).(c) which category each of them is likely to fall into. (2 marks)（分数：3.33）_ACCA 考试 F4 公司法与商法（Botswana）真题 2010 年 12 月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions

17、 ar(总题数：10，分数：100.00)In relation to the Botswana legal system, explain: （分数：10.00）(1).(a) the meaning, scope and effectiveness of delegated legislation; (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the powers of the courts to control such delegated legislation. (3 marks)（分数：5.00）_正确答案：( )解析：1.In relation

18、to the law of contract, explain the meaning of intention to create legal relations. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the law of contract, explain the meaning of anticipatory breach and the remedies available in such a situation. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to the la

19、w of close companies, explain how a close company can be bound in contract. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to partnership law, explain the essentials of a partnership. (10 marks)（分数：10.00）_正确答案：( )解析：5.In relation to company law, discuss the directors duty of care and skill. (10 marks

20、)（分数：10.00）_正确答案：( )解析：6.In relation to the law of delict, explain the concept of remoteness of damage. (10 marks)（分数：10.00）_正确答案：( )解析：7.In April 2009, the board of Madikwe Ltd was approached by Joba, who offered to sell to Madikwe Ltd two sites each having planning permission for the construction

21、of supermarkets. Tom, Bill and Rose are the directors of Madikwe Ltd. At the companys board meeting, they rejected the offer, first because of the precarious financial position of the company, and secondly because it considered the purchase too speculative. In May 2009, Tom, Bill and Rose, acting on

22、 behalf of themselves and not Madikwe Ltd, incorporated a new company, Ngami (Pty) Ltd, which proceeded to purchase the sites from Joba. Tom, Bill and Rose are the only shareholders and directors of Ngami (Pty) Ltd. Ngami (Pty) Ltd then constructed the supermarkets and, in October 2009, sold them. N

23、gami (Pty) Ltd was then liquidated, with the result that Tom, Bill and Rose made a substantial profit. The shareholders of Madikwe Ltd subsequently learned of the personal gains made by their directors, dismissed the whole board and elected a new one. The new board is now considering legal action ag

24、ainst Tom, Bill and Rose, in an attempt to force them to hand back to Madikwe Ltd the profits they have made. Required: Advise the new board as to whether Tom, Bill and Rose may be forced to account to Madikwe Ltd for the profits made. (10 marks)（分数：10.00）_正确答案：( )解析：8.Bothepha, Gorata and Onneile f

25、ormed a partnership six years ago, although Bothepha was a sleeping partner and never had anything to do with running the business. Two years ago the partnership employed Tumelo as its manager and last year Gorata retired from the partnership. Onneile subsequently has left much of the day-to-day wor

26、k to Tumelo who has let it be known generally that he has become a partner, although he has not. In May of this year Tumelo entered into two large contracts. The first one was with a longstanding customer, Robert, who had dealt with the partnership for some five years. The second contract was with a

27、 new customer, Simon. Both believed Tumelos claim that he was a partner in the business. Both contracts have gone badly wrong leaving the partnership still owing a total of P900,000 to both Robert and Simon. Unfortunately the business assets will only cover the first P450,000 of the total debt. Requ

28、ired: Explain the potential liabilities of Bothepha, Gorata, Onneile and Tumelo. (10 marks)（分数：10.00）_正确答案：( )解析：Angelina ran a business in Gaborone, which specialised in producing computer software programmes. Refilwe and Basetsana both worked for Angelina for a period of three years. They were bot

29、h described as self-employed and both paid tax as self-employed persons. Angelina provided all of their specialist computer equipment. Refilwe was required to work solely on the projects Angelina provided, and he had to attend at her premises every day from 9 am until 5 pm. Basetsana usually worked

30、at home and was allowed to work on other projects. Basetsana could even arrange for her work for Angelina to be done by someone else if she was too busy to do it personally. When Angelina lost her most important contract, which Refilwe had been working on, she decided to relocate the business to be

31、closer to her one remaining large contract in Francistown some 400 kilometres away. As a result she told Refilwe and Basetsana that there would be no more work for them. Required: Advise Refilwe and Basetsana who are concerned:（分数：9.99）(1).(a) why it is important to distinguish between contracts of service and contracts for services; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) how the courts decide whether someone is self-employed or is an employee; (5 marks) （分数：3.33）_正确答案：( )解析：(3).(c) which category each of them is likely to fall into. (2 marks)（分数：3.33）_正确答案：( )解析：