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

1、ACCA考试 F4公司法与商法（Global）真题 2009年 6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)Explain the meaning and operation of the doctrine of precedent in relation to:（分数：10.00）(1).(a) the English legal system; (6 marks)（分数：5.00）_(2).(b) ONE of the following: (i) a civil law system; OR (

2、ii) a Sharia law system. (4 marks)（分数：5.00）_(1).(a) Assess the relative advantages and disadvantages of arbitration as an alternative to court proceedings in respect of international business transactions. (5 marks)（分数：5.00）_(2).(b) In relation to the UNCITRAL Model Law on International Commercial A

3、rbitration, explain the meaning and significance of statements of claim and statements of defence. (5 marks)（分数：5.00）_1.In the context of the UN Convention on Contracts for the International Sale of Goods, explain the obligations relating to price placed on the buyer. (10 marks)（分数：10.00）_In relatio

4、n to company law, explain:（分数：9.99）(1).(a) the limitations on the use of company names; (4 marks) （分数：3.33）_(2).(b) the tort of passing off; (4 marks) （分数：3.33）_(3).(c) the role of the company names adjudicators under the Companies Act 2006. (2 marks)（分数：3.33）_In relation to company law, explain:（分数

5、10.00）(1).(a) the doctrine of capital maintenance; (4 marks) （分数：5.00）_(2).(b) the circumstances under which both a public and a private company can reduce its capital and the procedure to be followed. (6 marks)（分数：5.00）_2.State and explain the grounds upon which a person may be disqualified under

6、the Company Directors Disqualification Act 1986. (10 marks)（分数：10.00）_In the context of the UN Convention on International Bills of Exchange and International Promissory Notes:（分数：10.00）(1).(a) define an international bill of exchange; (4 marks) （分数：5.00）_(2).(b) explain the meaning and effect of en

7、dorsement. (6 marks)（分数：5.00）_3.In January 2008 Arti, a Belgian wholesaler of industrial chemicals, entered into a contract to supply Bo, a Danish manufacturer, with 1,000 tonnes of sulphuric acid to be delivered by 30 June 2008. Arti despatched the acid by ship on 20 June to ensure it would be deli

8、vered to Bo on time and sent the bill of lading to Bo. However, on 29 June and before the acid had been delivered, Arti received a telex from Bo stating that he no longer needed the acid and would not be going through with the contract. Required: Advise Arti as to what action he can take under the U

9、N Convention on Contracts for the International Sale of Goods, paying particular attention to the effect of Article 71 of the Convention relating to anticipatory breach of contract. (10 marks)（分数：10.00）_4.Clean Ltd was established some five years ago to manufacture industrial solvents and cleaning s

10、olutions, and Des was appointed managing director. The companys main contract was with Dank plc a large industrial conglomerate. In the course of its research activity, Clean Ltds scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of director

11、s overruled him and decided that the company should stick to its core business. The managing director of Dank plc is a friend of Dess and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to co

12、ntinue to deal with him, if only he was not linked to Clean Ltd. Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his own company, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the ne

13、w glue discovered by Clean Ltds scientists, which has proved to be very profitable. Required: In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd. (10 marks)（分数：10.00）_Greg is a member of the board of directors of Huge plc. He

14、also controls a private limited company Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business. When Greg learns that Huge plc is going to make a take-over bid for Kop plc he arranges for Jet Ltd to

15、 buy a large number of shares in Kop plc on the London stock exchange on which it makes a large profit when it sells them after the take-over bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to

16、 Greg through the declaration of dividends by Imp Ltd. Required: Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of:（分数：10.00）(1).(a) insider dealing; and (5 marks) （分数：5.00）_(2).(b) money laundering. (5 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Global）

17、真题 2009年 6月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)Explain the meaning and operation of the doctrine of precedent in relation to:（分数：10.00）(1).(a) the English legal system; (6 marks)（分数：5.00）_正确答案：( )解析：(2).(b) ONE of the following: (i) a civil law system; OR (ii) a Sharia

18、law system. (4 marks)（分数：5.00）_正确答案：( )解析：(1).(a) Assess the relative advantages and disadvantages of arbitration as an alternative to court proceedings in respect of international business transactions. (5 marks)（分数：5.00）_正确答案：( )解析：(2).(b) In relation to the UNCITRAL Model Law on International Com

19、mercial Arbitration, explain the meaning and significance of statements of claim and statements of defence. (5 marks)（分数：5.00）_正确答案：( )解析：1.In the context of the UN Convention on Contracts for the International Sale of Goods, explain the obligations relating to price placed on the buyer. (10 marks)（

20、分数：10.00）_正确答案：( )解析：In relation to company law, explain:（分数：9.99）(1).(a) the limitations on the use of company names; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) the tort of passing off; (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the role of the company names adjudicators under the Companies Act 2006. (2 ma

21、rks)（分数：3.33）_正确答案：( )解析：In relation to company law, explain:（分数：10.00）(1).(a) the doctrine of capital maintenance; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the circumstances under which both a public and a private company can reduce its capital and the procedure to be followed. (6 marks)（分数：5.00）_正确答

22、案：( )解析：2.State and explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)（分数：10.00）_正确答案：( )解析：In the context of the UN Convention on International Bills of Exchange and International Promissory Notes:（分数：10.00）(1).(a) define an

23、 international bill of exchange; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the meaning and effect of endorsement. (6 marks)（分数：5.00）_正确答案：( )解析：3.In January 2008 Arti, a Belgian wholesaler of industrial chemicals, entered into a contract to supply Bo, a Danish manufacturer, with 1,000 tonnes of

24、 sulphuric acid to be delivered by 30 June 2008. Arti despatched the acid by ship on 20 June to ensure it would be delivered to Bo on time and sent the bill of lading to Bo. However, on 29 June and before the acid had been delivered, Arti received a telex from Bo stating that he no longer needed the

25、 acid and would not be going through with the contract. Required: Advise Arti as to what action he can take under the UN Convention on Contracts for the International Sale of Goods, paying particular attention to the effect of Article 71 of the Convention relating to anticipatory breach of contract.

26、 (10 marks)（分数：10.00）_正确答案：( )解析：4.Clean Ltd was established some five years ago to manufacture industrial solvents and cleaning solutions, and Des was appointed managing director. The companys main contract was with Dank plc a large industrial conglomerate. In the course of its research activity, C

27、lean Ltds scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of directors overruled him and decided that the company should stick to its core business. The managing director of Dank plc is a friend of Dess and has told him that Dank plc will

28、not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to continue to deal with him, if only he was not linked to Clean Ltd. Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his

29、 own company, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Ltds scientists, which has proved to be very profitable. Required: In the context of company law, advise the board of Clean Ltd as to whether t

30、hey can take any action against Des or Flush Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：Greg is a member of the board of directors of Huge plc. He also controls a private limited company Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through whi

31、ch he conducts an investment business. When Greg learns that Huge plc is going to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the London stock exchange on which it makes a large profit when it sells them after the take-over bid is announced.

32、 He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to Greg through the declaration of dividends by Imp Ltd. Required: Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of:（分数：10.00）(1).(a) insider dealing; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) money laundering. (5 marks)（分数：5.00）_正确答案：( )解析：