ACCA考试F4公司法与商法（Global）真题2008年12月及答案解析.doc

1、ACCA考试 F4公司法与商法（Global）真题 2008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)Distinguish between the main sources of law in the following legal systems:（分数：9.99）(1).(a) the English common law system; (4 marks) （分数：3.33）_(2).(b) a European civil law system; (3 marks) （分数：3.33

2、）_(3).(c) a Sharia law system. (3 marks)（分数：3.33）_1.In relation to Article 34 of the UNCITRAL Model Law on International Commercial Arbitration, explain under what circumstances a party may have recourse against an arbitration award. (10 marks)（分数：10.00）_2.In the context of the UN Convention on Cont

3、racts for the International Sale of Goods, explain the meaning, and effect, of the concept of anticipatory breach. (10 marks)（分数：10.00）_In relation to a companys shares, explain the following:（分数：10.00）(1).(a) the statement of capital and initial shareholdings; (4 marks) （分数：2.50）_(2).(b) authorised

4、 minimum issued capital in a public company; (2 marks) （分数：2.50）_(3).(c) paid-up capital; (2 marks) （分数：2.50）_(4).(d) the difference between nominal value and market value. (2 marks)（分数：2.50）_In relation to private companies, explain the meaning of, and the procedure for passing, the following:（分数：1

5、0.00）(1).(a) an ordinary and a special resolution; (5 marks) （分数：5.00）_(2).(b) a written resolution. (5 marks)（分数：5.00）_3.In relation to the Companies Act, 2006, explain the duty of directors to promote the success of the company, and to whom such a duty is owed. (10 marks)（分数：10.00）_In relation to

6、international business transactions, explain the meaning of the following terms:（分数：10.00）(1).(a) letters of comfort; (5 marks) （分数：5.00）_(2).(b) letters of credit. (5 marks)（分数：5.00）_4.Ari is a metal broker who was in negotiations with three parties for the sale of a large consignment of copper he

7、was expecting to receive on 15 March. On 1 March he wrote to the three clients Bas, Cas and Das. He wrote to Bas offering to supply the copper at $6,000 per tonne for orders over 100 tonnes for delivery to be made before 1 May. Bas immediately wrote back ordering 75 tonnes for delivery on 30 April.

8、He wrote to Cas offering 100 tonnes of copper at $6,500 per tonne if he placed an order before 1 May. Cas also immediately wrote back ordering 150 tonnes at the agreed price for delivery on 30 April. He wrote to Das offering to supply him copper at $6,750 per tonne and Das immediately wrote back ord

9、ering 150 tonnes for delivery on 1 May. After he had sent the above letters and before he received the replies Ari discovered that he would not be able to secure the delivery of the copper. Required: Advise Ari as to his potential liability to Bas, Cas and Das under the above situations, assuming th

10、at the United Nations Convention on Contracts for the International Sale of Goods applies. (10 marks)（分数：10.00）_5.Fred is a member of Glad Ltd a small publishing company, holding 100 of its 500 shares, the other 400 shares are held by four other members. It has recently become apparent that Fred has

11、 set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. 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 passin

12、g of a resolution so to do. Required: Advise the parties concerned whether or not the proposed change to the Articles is legally enforceable and whether or not it can be used to force Fred to sell his shares. (10 marks)（分数：10.00）_6.Ham, Sam and Tam formed a partnership to run a petrol station. The p

13、artnership agreement expressly stated that the partnership business was to be limited exclusively to the sale of petrol. In January 2007 Sam received 10,000 from the partnerships bank drawn on its overdraft facility. He told the bank that the money was to finance a short-term partnership debt but in

14、 fact he used the money to pay for a round the world cruise. In February Tam entered into a 15,000 contract on behalf of the partnership to buy some used cars which he hoped to sell from the garage forecourt. In March the partnerships bank refused to honour its cheque for the payment of its monthly

15、petrol account, on the basis that there were no funds in its account and it had reached its overdraft facility. Required: Advise Ham, Sam and Tam as to their various rights and liabilities in relation to partnership law. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Global）真题 2008年 12月答案解析(总分：99.99，做题时间：180

16、分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)Distinguish between the main sources of law in the following legal systems:（分数：9.99）(1).(a) the English common law system; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) a European civil law system; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) a Sharia law system. (3 mar

17、ks)（分数：3.33）_正确答案：( )解析：1.In relation to Article 34 of the UNCITRAL Model Law on International Commercial Arbitration, explain under what circumstances a party may have recourse against an arbitration award. (10 marks)（分数：10.00）_正确答案：( )解析：2.In the context of the UN Convention on Contracts for the I

18、nternational Sale of Goods, explain the meaning, and effect, of the concept of anticipatory breach. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to a companys shares, explain the following:（分数：10.00）(1).(a) the statement of capital and initial shareholdings; (4 marks) （分数：2.50）_正确答案：( )解析：(2).(b) aut

19、horised minimum issued capital in a public company; (2 marks) （分数：2.50）_正确答案：( )解析：(3).(c) paid-up capital; (2 marks) （分数：2.50）_正确答案：( )解析：(4).(d) the difference between nominal value and market value. (2 marks)（分数：2.50）_正确答案：( )解析：In relation to private companies, explain the meaning of, and the pr

20、ocedure for passing, the following:（分数：10.00）(1).(a) an ordinary and a special resolution; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) a written resolution. (5 marks)（分数：5.00）_正确答案：( )解析：3.In relation to the Companies Act, 2006, explain the duty of directors to promote the success of the company, and to

21、whom such a duty is owed. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to international business transactions, explain the meaning of the following terms:（分数：10.00）(1).(a) letters of comfort; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) letters of credit. (5 marks)（分数：5.00）_正确答案：( )解析：4.Ari is a metal brok

22、er who was in negotiations with three parties for the sale of a large consignment of copper he was expecting to receive on 15 March. On 1 March he wrote to the three clients Bas, Cas and Das. He wrote to Bas offering to supply the copper at $6,000 per tonne for orders over 100 tonnes for delivery to

23、 be made before 1 May. Bas immediately wrote back ordering 75 tonnes for delivery on 30 April. He wrote to Cas offering 100 tonnes of copper at $6,500 per tonne if he placed an order before 1 May. Cas also immediately wrote back ordering 150 tonnes at the agreed price for delivery on 30 April. He wr

24、ote to Das offering to supply him copper at $6,750 per tonne and Das immediately wrote back ordering 150 tonnes for delivery on 1 May. After he had sent the above letters and before he received the replies Ari discovered that he would not be able to secure the delivery of the copper. Required: Advis

25、e Ari as to his potential liability to Bas, Cas and Das under the above situations, assuming that the United Nations Convention on Contracts for the International Sale of Goods applies. (10 marks)（分数：10.00）_正确答案：( )解析：5.Fred is a member of Glad Ltd a small publishing company, holding 100 of its 500

26、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 the company. To that end they propose to alter the articles of association to include a ne

27、w power to require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do. Required: Advise the parties concerned whether or not the proposed change to the Articles is legally enforceable and whether or not it can be used to force Fred to se

28、ll his shares. (10 marks)（分数：10.00）_正确答案：( )解析：6.Ham, Sam and Tam formed a partnership to run a petrol station. The partnership agreement expressly stated that the partnership business was to be limited exclusively to the sale of petrol. In January 2007 Sam received 10,000 from the partnerships bank

29、 drawn on its overdraft facility. He told the bank that the money was to finance a short-term partnership debt but in fact he used the money to pay for a round the world cruise. In February Tam entered into a 15,000 contract on behalf of the partnership to buy some used cars which he hoped to sell f

30、rom the garage forecourt. In March the partnerships bank refused to honour its cheque for the payment of its monthly petrol account, on the basis that there were no funds in its account and it had reached its overdraft facility. Required: Advise Ham, Sam and Tam as to their various rights and liabilities in relation to partnership law. (10 marks)（分数：10.00）_正确答案：( )解析：