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

1、ACCA考试 F4公司法与商法（Irish）真题 2009年 6月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL 10 questions are(总题数：10，分数：100.00)Explain and distinguish between the following terms in relation to the doctrine of precedent in the Irish legal system: （分数：10.00）(1).(a) ratio decidendi and obiter dictum; (4 marks) （分数：5.00）_(2).(b

2、) binding precedent and persuasive precedent. (6 marks)（分数：5.00）_(1).(a) In relation to the law of contract, define and explain consideration. (3 marks) （分数：5.00）_(2).(b) Explain the following statements regarding consideration: (i) consideration must be sufficient but does not have to be adequate;

3、3 marks) (ii) past consideration is not good consideration. (4 marks)（分数：5.00）_In relation to the law of contract, distinguish between and explain the effect of: （分数：10.00）(1).(a) a term and a mere representation; (3 marks) （分数：5.00）_(2).(b) express and implied terms, paying particular regard to th

4、e circumstances under which terms may be implied in contracts. (7 marks)（分数：5.00）_In relation to company law, explain: （分数：10.00）(1).(a) the limitations on the use of company names; (5 marks) （分数：5.00）_(2).(b) the tort of passing off; (5 marks)（分数：5.00）_In relation to company law, explain: （分数：10.00

5、1).(a) the doctrine of capital maintenance; (4 marks) （分数：5.00）_(2).(b) the circumstances under which a company can reduce its capital and the procedure to be followed. (6 marks)（分数：5.00）_1.Explain the grounds upon which a person may be disqualified under the Companies Act, 1990. (10 marks)（分数：10.

6、00）_2.In relation to employment law, explain the meaning of redundancy and the rules that govern it. (10 marks)（分数：10.00）_3.In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy bodys award. The manual was to cover the period fr

7、om September 2008 till June 2009, and it was a term of the contract that the text be supplied by 31 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text. Bee Lt

8、d was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy bodys study manuals and had already entered into extensive preliminary expenses in relation to the publication of the new manual. Required: In the context of the law of contract, advise

9、 Bee Ltd whether they can take any action against Arti. (10 marks)（分数：10.00）_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 conglomerat

10、e. 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 directors overruled him and decided that the company should stick to its core business. The managing director of Dank plc is a friend

11、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 continue to deal with him, if only he was not linked to Clean Ltd. Following that discussion Des resigned from his position as m

12、anaging 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 new glue discovered by Clean Ltds scientists, which has proved to be very profitable. Required: In the context of company law, a

13、dvise 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 also controls a private limited company Imp Ltd through which he operates a management consultancy business. He also owns all

14、the shares in Jet Ltd through which he conducts an investment business. When Greg learns that Huge plc are going to make a takeover bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the Irish Stock Exchange on which it makes a large profit when it sells them after

15、 the takeover 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 Greg through the declaration of dividends by Imp Ltd. Required: Analyse the above conduct from the perspective of criminal law

16、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（Irish）真题 2009年 6月答案解析(总分：100.00，做题时间：180 分钟)一、ALL 10 questions are(总题数：10，分数：100.00)Explain and distinguish between the following terms

17、 in relation to the doctrine of precedent in the Irish legal system: （分数：10.00）(1).(a) ratio decidendi and obiter dictum; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) binding precedent and persuasive precedent. (6 marks)（分数：5.00）_正确答案：( )解析：(1).(a) In relation to the law of contract, define and explain co

18、nsideration. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the following statements regarding consideration: (i) consideration must be sufficient but does not have to be adequate; (3 marks) (ii) past consideration is not good consideration. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of co

19、ntract, distinguish between and explain the effect of: （分数：10.00）(1).(a) a term and a mere representation; (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) express and implied terms, paying particular regard to the circumstances under which terms may be implied in contracts. (7 marks)（分数：5.00）_正确答案：( )解析：In r

20、elation to company law, explain: （分数：10.00）(1).(a) the limitations on the use of company names; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the tort of passing off; (5 marks)（分数：5.00）_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

21、正确答案：( )解析：(2).(b) the circumstances under which a company can reduce its capital and the procedure to be followed. (6 marks)（分数：5.00）_正确答案：( )解析：1.Explain the grounds upon which a person may be disqualified under the Companies Act, 1990. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to employment

22、 law, explain the meaning of redundancy and the rules that govern it. (10 marks)（分数：10.00）_正确答案：( )解析：3.In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy bodys award. The manual was to cover the period from September 2008 ti

23、ll June 2009, and it was a term of the contract that the text be supplied by 31 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text. Bee Ltd was extremely pert

24、urbed by the news, especially as it had acquired the contract to supply all of the accountancy bodys study manuals and had already entered into extensive preliminary expenses in relation to the publication of the new manual. Required: In the context of the law of contract, advise Bee Ltd whether the

25、y can take any action against Arti. (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

26、 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 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 a

27、nd 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 continue to deal with him, if only he was not linked to Clean Ltd. Following that discussion Des resigned from his position as managing d

28、irector 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 new glue discovered by Clean Ltds scientists, which has proved to be very profitable. Required: In the context of company law, advise the

29、 board of Clean Ltd as to whether they 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 al

30、l the shares in Jet Ltd through which he conducts an investment business. When Greg learns that Huge plc are going to make a takeover bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the Irish Stock Exchange on which it makes a large profit when it sells them aft

31、er the takeover 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 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：