ACCA考试F4公司法与商法（English）真题2007年12月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（English）真题 2007 年 12 月及答案解析(总分：99.97，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)(1).(a) In relation to the English legal system distinguish between the following: (i) Criminal law; (ii) Civil law. (5 marks) （分数：5.00）_(2).(b) Explain the jurisdiction of the courts dealing with

2、 criminal and civil law. (5 marks)（分数：5.00）_In relation to the law of contract explain the meaning and effect of: （分数：10.00）(1).(a) the doctrine of privity; (6 marks) （分数：5.00）_(2).(b) the intention to create legal relations. (4 marks)（分数：5.00）_1.In relation to the law of tort explain the concept of

3、 remoteness of damage. (10 marks)（分数：10.00）_In relation to a companys memorandum of association, explain the following: （分数：9.99）(1).(a) the registered office clause; (3 marks) （分数：3.33）_(2).(b) the capital clause; (3 marks) （分数：3.33）_(3).(c) the name clause. (4 marks)（分数：3.33）_In relation to the ru

4、les governing the payment of company dividends explain: （分数：9.99）(1).(a) how dividends may be properly funded; (4 marks) （分数：3.33）_(2).(b) the rules which apply to public limited companies; (3 marks) （分数：3.33）_(3).(c) the consequences of any dividend being paid in breach of those rules. (3 marks)（分数

5、：3.33）_In relation to employment law explain: （分数：10.00）(1).(a) the meaning of constructive dismissal; (5 marks) （分数：5.00）_(2).(b) the remedies available in relation to a successful claim for unfair dismissal. (5 marks)（分数：5.00）_2.In the context of corporate governance explain the role of the extern

6、al company auditors, paying particular regard to the following issues: (a) their qualifications; (b) their powers; (c) their duties. (10 marks)（分数：10.00）_3.Ali is an antique dealer and one Saturday in November 2007 he put a vase in the window of his shop with a sign which stated exceptional piece of

7、 19th century pottery on offer for 500. Ben happened to notice the vase as he walked past the shop and thought he would like to have it. Unfortunately, as he was late for an important meeting, he could not go into the shop to buy it, but as soon as his meeting was finished he wrote to Ali agreeing t

8、o buy the vase for the stated price of 500. The letter was posted at 11:30 am. Later on the same day, Chet visited Alis shop and said he would like the vase but was only willing to pay 400 for it. Ali replied that he would accept 450 for the vase, but Chet insisted that he was only willing to pay 40

9、0 and left the shop. However, on his journey home Chet realised that 450 was actually a very good price for the vase and he immediately wrote to Ali agreeing to buy it for that price. His letter was posted at 12:30 pm. Just before closing time at 5 pm. Di came into Alis shop and she also offered 400

10、 for the vase. This time Ali agreed to sell the vase at that price and Di promised to return the following Monday with the money. On the Monday morning Ali received both of the letters from Ben and Chet before Di could arrive to pay and collect the vase. Required: From the point of view of the law o

11、f contract advise Ali as to his legal relations with Ben, Chet and Di. (10 marks)（分数：10.00）_Earl has been employed by Flash Ltd for the past 20 years. During that time he has also invested in the company in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Ltd. The shares a

12、re of 1 nominal value and are paid up to the extent of 75%. The debentures, to the value of 5,000, are secured by a fixed charge against the land on which Flash Ltds factory is built. In April it was announced that Flash Ltd was going into immediate insolvent liquidation, owing considerable amounts

13、of money to trade creditors. As a result of the suddenness of the decision to liquidate the company, none of the employees received their last months wages. In Earls case this amounted to 2,000. Required: Advise Earl as to his rights and liabilities in relation to Flash Ltd in regard to: （分数：9.99）(1

14、).(a) his unpaid wages; (3 marks) （分数：3.33）_(2).(b) his shareholding; (3 marks) （分数：3.33）_(3).(c) his debentures. (4 marks)（分数：3.33）_4.Katch Ltd is a small private company. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of the

15、m Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Ltd, although he has never been officially appointed as such. Six months ago Len entered into a contract on Katch Ltds behalf with Mo to produce some advertising mat

16、erial for the company. However Katch Ltd did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him. Required: Analyse the situation with regard to the authority o

17、f Len to make contracts on behalf of Katch Ltd and in particular advise whether or not Katch Ltd is liable to Mo. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（English）真题 2007 年 12 月答案解析(总分：99.97，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)(1).(a) In relation to the English legal system distinguish be

18、tween the following: (i) Criminal law; (ii) Civil law. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the jurisdiction of the courts dealing with criminal and civil law. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of contract explain the meaning and effect of: （分数：10.00）(1).(a) the doctrine

19、 of privity; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the intention to create legal relations. (4 marks)（分数：5.00）_正确答案：( )解析：1.In relation to the law of tort explain the concept of remoteness of damage. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to a companys memorandum of association, explain the fo

20、llowing: （分数：9.99）(1).(a) the registered office clause; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) the capital clause; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the name clause. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to the rules governing the payment of company dividends explain: （分数：9.99）(1).(a) how d

21、ividends may be properly funded; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) the rules which apply to public limited companies; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the consequences of any dividend being paid in breach of those rules. (3 marks)（分数：3.33）_正确答案：( )解析：In relation to employment law explain:

22、 （分数：10.00）(1).(a) the meaning of constructive dismissal; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the remedies available in relation to a successful claim for unfair dismissal. (5 marks)（分数：5.00）_正确答案：( )解析：2.In the context of corporate governance explain the role of the external company auditors, pa

23、ying particular regard to the following issues: (a) their qualifications; (b) their powers; (c) their duties. (10 marks)（分数：10.00）_正确答案：( )解析：3.Ali is an antique dealer and one Saturday in November 2007 he put a vase in the window of his shop with a sign which stated exceptional piece of 19th centur

24、y pottery on offer for 500. Ben happened to notice the vase as he walked past the shop and thought he would like to have it. Unfortunately, as he was late for an important meeting, he could not go into the shop to buy it, but as soon as his meeting was finished he wrote to Ali agreeing to buy the va

25、se for the stated price of 500. The letter was posted at 11:30 am. Later on the same day, Chet visited Alis shop and said he would like the vase but was only willing to pay 400 for it. Ali replied that he would accept 450 for the vase, but Chet insisted that he was only willing to pay 400 and left t

26、he shop. However, on his journey home Chet realised that 450 was actually a very good price for the vase and he immediately wrote to Ali agreeing to buy it for that price. His letter was posted at 12:30 pm. Just before closing time at 5 pm. Di came into Alis shop and she also offered 400 for the vas

27、e. This time Ali agreed to sell the vase at that price and Di promised to return the following Monday with the money. On the Monday morning Ali received both of the letters from Ben and Chet before Di could arrive to pay and collect the vase. Required: From the point of view of the law of contract a

28、dvise Ali as to his legal relations with Ben, Chet and Di. (10 marks)（分数：10.00）_正确答案：( )解析：Earl has been employed by Flash Ltd for the past 20 years. During that time he has also invested in the company in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Ltd. The shares ar

29、e of 1 nominal value and are paid up to the extent of 75%. The debentures, to the value of 5,000, are secured by a fixed charge against the land on which Flash Ltds factory is built. In April it was announced that Flash Ltd was going into immediate insolvent liquidation, owing considerable amounts o

30、f money to trade creditors. As a result of the suddenness of the decision to liquidate the company, none of the employees received their last months wages. In Earls case this amounted to 2,000. Required: Advise Earl as to his rights and liabilities in relation to Flash Ltd in regard to: （分数：9.99）(1)

31、.(a) his unpaid wages; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) his shareholding; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) his debentures. (4 marks)（分数：3.33）_正确答案：( )解析：4.Katch Ltd is a small private company. Although there are three members of its board of directors, the actual day-to-day running of th

32、e business is left to one of them Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Ltd, although he has never been officially appointed as such. Six months ago Len entered into a contract on Katch Ltds behalf with Mo

33、 to produce some advertising material for the company. However Katch Ltd did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him. Required: Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Ltd and in particular advise whether or not Katch Ltd is liable to Mo. (10 marks)（分数：10.00）_正确答案：( )解析：