ACCA考试F4公司法与商法（Malaysia）真题2008年6月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Malaysia）真题 2008 年 6 月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In the context of the Malaysian legal system: （分数：10.00）(1).(a) Explain how the doctrine of judicial precedent operates. (8 marks) （分数：5.00）_(2).(b) State TWO advantages of the doctrine of judici

2、al precedent. (2 marks)（分数：5.00）_1.In the context of the law of agency, explain FIVE duties owed by an agent to his principal under the Contracts Act 1950. (10 marks)（分数：10.00）_(1).(a) In relation to employment law, explain what is a contract of service. (4 marks) （分数：5.00）_(2).(b) With reference to

3、 the Employment Act 1955, explain: (i) whether a contract of service can be made orally; and (ii) whether an employer can, under the contract of service, restrict an employee from being involved in a trade union or in trade union related activities. (6 marks)（分数：5.00）_Upon incorporation a company is

4、 said to be clothed with a veil of incorporation. （分数：10.00）(1).(a) Explain what is a veil of incorporation. (3 marks) （分数：5.00）_(2).(b) Explain FIVE situations in which the veil of incorporation may be lifted. (7 marks)（分数：5.00）_In relation to the law of obligations: （分数：10.00）(1).(a) Explain and d

5、istinguish a tort from a contract. (4 marks) （分数：5.00）_(2).(b) Explain the elements which must be established by a plaintiff in order to succeed in an action in the tort of negligence. (6 marks)（分数：5.00）_In relation to the law concerning company formations: （分数：10.00）(1).(a) Discuss the duties of a

6、company promoter. (4 marks) （分数：5.00）_(2).(b) Explain the remedies available to a company for breach of duty by a promoter. (6 marks)（分数：5.00）_2.With reference to the Companies Act 1965 and relevant illustrations, explain what is fraudulent trading and the legal consequences of such fraudulent tradi

7、ng. In your answer state also who can be made liable as well as who can initiate legal proceedings for fraudulent trading. (10 marks)（分数：10.00）_On 1 April 2008, Bagus Bhd sent a notice to its members calling for an extraordinary general meeting to be held on 15 April 2008. At that meeting the follow

8、ing resolutions were passed: (i) A resolution to alter the name of the company from Bagus Bhd to Bintang Bhd. This resolution had the support of 80% of those present and voting. (ii) A resolution to appoint Jambu, aged 73, as a director of the company. This resolution had the support of 70% of those

9、 present and voting. Meera, a member, was inadvertently not sent a notice of the meeting. She became aware of the meeting only a week after it was held. She strongly objects to both resolutions. Required: Advise Meera on the following: （分数：10.00）(1).(a) whether the validity of the meeting itself can

10、 be challenged on the ground that the requisite notice was not sent to her. (3 marks) （分数：5.00）_(2).(b) whether the validity of the resolutions passed at the meeting can be challenged on any ground. (7 marks)（分数：5.00）_3.Rose, Daisy and Petunia are the directors of Bloomwell Sdn Bhd, a company which

11、specialises in the cultivation and sale of plants and flowers. They are also equal shareholders in the company. Two months ago, a quarrel broke out between Petunia and the other directors and since then, Petunia has refused to co-operate with Rose and Daisy on most company matters. Rose and Daisy, i

12、n an effort to dilute Petunias voting power and prevent her from vetoing special resolutions intend to take the following courses of action: (i) Issue a substantial amount of new shares to Tulip, a close friend of Rose and Daisy; and (ii) Make the company provide a fixed charge on its land as securi

13、ty to Bank Senang Pinjam, which is prepared to give a loan to Tulip to finance the subscription of the shares. Required: Advise Petunia whether there are any grounds on which the validity of the proposed courses of action may be challenged. (10 marks)（分数：10.00）_4.On 3 March 2008, Azman wrote to Benn

14、y offering to sell to Benny his yacht, Lightning, for RM1 million. The letter expressly stated that if Benny did not reply by 10 March 2008, he would be deemed to have accepted the offer. On 9 March 2008, Azman sent a letter to Benny revoking his offer. On 10 March 2008 Benny posted a letter to Azma

15、n accepting Azmans offer. Azmans letter of revocation reached Benny on 11 March 2008. Bennys letter of acceptance reached Azman on 12 March 2008. Benny wishes to know whether there is a valid contract between him and Azman for the sale and purchase of the yacht, Lightning. Required: Advise Benny und

16、er the law of contract. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Malaysia）真题 2008 年 6 月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In the context of the Malaysian legal system: （分数：10.00）(1).(a) Explain how the doctrine of judicial precedent operates. (8 marks) （分数：5.00）_正确答案：( )解析

17、2).(b) State TWO advantages of the doctrine of judicial precedent. (2 marks)（分数：5.00）_正确答案：( )解析：1.In the context of the law of agency, explain FIVE duties owed by an agent to his principal under the Contracts Act 1950. (10 marks)（分数：10.00）_正确答案：( )解析：(1).(a) In relation to employment law, explain

18、 what is a contract of service. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) With reference to the Employment Act 1955, explain: (i) whether a contract of service can be made orally; and (ii) whether an employer can, under the contract of service, restrict an employee from being involved in a trade union

19、or in trade union related activities. (6 marks)（分数：5.00）_正确答案：( )解析：Upon incorporation a company is said to be clothed with a veil of incorporation. （分数：10.00）(1).(a) Explain what is a veil of incorporation. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain FIVE situations in which the veil of incorpor

20、ation may be lifted. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of obligations: （分数：10.00）(1).(a) Explain and distinguish a tort from a contract. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the elements which must be established by a plaintiff in order to succeed in an action in the tor

21、t of negligence. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the law concerning company formations: （分数：10.00）(1).(a) Discuss the duties of a company promoter. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the remedies available to a company for breach of duty by a promoter. (6 marks)（分数：5.00）_正确答

22、案：( )解析：2.With reference to the Companies Act 1965 and relevant illustrations, explain what is fraudulent trading and the legal consequences of such fraudulent trading. In your answer state also who can be made liable as well as who can initiate legal proceedings for fraudulent trading. (10 marks)（分

23、数：10.00）_正确答案：( )解析：On 1 April 2008, Bagus Bhd sent a notice to its members calling for an extraordinary general meeting to be held on 15 April 2008. At that meeting the following resolutions were passed: (i) A resolution to alter the name of the company from Bagus Bhd to Bintang Bhd. This resolutio

24、n had the support of 80% of those present and voting. (ii) A resolution to appoint Jambu, aged 73, as a director of the company. This resolution had the support of 70% of those present and voting. Meera, a member, was inadvertently not sent a notice of the meeting. She became aware of the meeting on

25、ly a week after it was held. She strongly objects to both resolutions. Required: Advise Meera on the following: （分数：10.00）(1).(a) whether the validity of the meeting itself can be challenged on the ground that the requisite notice was not sent to her. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) whether t

26、he validity of the resolutions passed at the meeting can be challenged on any ground. (7 marks)（分数：5.00）_正确答案：( )解析：3.Rose, Daisy and Petunia are the directors of Bloomwell Sdn Bhd, a company which specialises in the cultivation and sale of plants and flowers. They are also equal shareholders in the

27、 company. Two months ago, a quarrel broke out between Petunia and the other directors and since then, Petunia has refused to co-operate with Rose and Daisy on most company matters. Rose and Daisy, in an effort to dilute Petunias voting power and prevent her from vetoing special resolutions intend to

28、 take the following courses of action: (i) Issue a substantial amount of new shares to Tulip, a close friend of Rose and Daisy; and (ii) Make the company provide a fixed charge on its land as security to Bank Senang Pinjam, which is prepared to give a loan to Tulip to finance the subscription of the

29、 shares. Required: Advise Petunia whether there are any grounds on which the validity of the proposed courses of action may be challenged. (10 marks)（分数：10.00）_正确答案：( )解析：4.On 3 March 2008, Azman wrote to Benny offering to sell to Benny his yacht, Lightning, for RM1 million. The letter expressly sta

30、ted that if Benny did not reply by 10 March 2008, he would be deemed to have accepted the offer. On 9 March 2008, Azman sent a letter to Benny revoking his offer. On 10 March 2008 Benny posted a letter to Azman accepting Azmans offer. Azmans letter of revocation reached Benny on 11 March 2008. Bennys letter of acceptance reached Azman on 12 March 2008. Benny wishes to know whether there is a valid contract between him and Azman for the sale and purchase of the yacht, Lightning. Required: Advise Benny under the law of contract. (10 marks)（分数：10.00）_正确答案：( )解析：