ACCA考试F4公司法与商法（Malaysia）真题2011年6月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Malaysia）真题 2011 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)In the context of the Malaysian legal system: （分数：10.00）(1).(a) Describe the hierarchy of the Malaysian courts. (5 marks) （分数：5.00）_(2).(b) Explain how the doctrine of binding judicial preceden

2、t operates. (5 marks)（分数：5.00）_In relation to employment law: （分数：10.00）(1).(a) Explain FOUR ways by which a contract of service may be terminated under the Employment Act 1955. (6 marks) （分数：5.00）_(2).(b) Explain, and illustrate using relevant examples, what constitutes constructive dismissal. (4 m

3、arks)（分数：5.00）_1.In relation to the law of agency, explain the ways by which an agency may come into existence. (10 marks)（分数：10.00）_In the context of the law of obligations: （分数：10.00）(1).(a) Define a tort. (3 marks) （分数：5.00）_(2).(b) Describe the following torts: (i) tort of negligence; and (4 mar

4、ks) (ii) tort of defamation. (3 marks)（分数：5.00）_In the context of company law: （分数：10.00）(1).(a) Explain and distinguish between a fixed charge and a floating charge as a form of security. (4 marks) （分数：5.00）_(2).(b) State FOUR DISADVANTAGES of the floating charge as a security to a lender. (6 marks

5、)（分数：5.00）_In relation to company law: （分数：10.00）(1).(a) Explain the procedure by which members of a public company may remove a director from office. (5 marks) （分数：5.00）_(2).(b) Explain the fiduciary duty of a director to act in the best interests of the company. (5 marks)（分数：5.00）_In relation to c

6、ompany law: （分数：10.00）(1).(a) Explain the rationale behind the doctrine of maintenance of capital; and (3 marks) （分数：5.00）_(2).(b) Discuss s.67A Companies Act 1965, which permits a company to purchase its own shares. (7 marks)（分数：5.00）_ABC Sdn Bhd is a small private limited company with five shareho

7、lders. Its directors are Ali and Balu. Its objects clause states as follows: (i) to manufacture and sell biscuits; (ii) to buy and sell wooden furniture; and (iii) to carry on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the compan

8、y. In April 2011, ABC Sdn Bhd entered into a contract with XYZ Sdn Bhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be delivered to ABC Sdn Bhd next month. The decision to purchase the steel was made by Ali and Balu with the intention of making the co

9、mpany branch off into the manufacture of steel cabinets and other office equipment made of steel. Charles, a shareholder, believes that the contract for the purchase of the steel is outside the scope of the objects clause of ABC Sdn Bhd. He seeks your advice in respect of this matter. Required: Advi

10、se Charles on:（分数：10.00）(1).(a) whether the contract to purchase the steel is an ultra vires transaction; and (5 marks) （分数：5.00）_(2).(b) his rights in respect of the said contract, assuming it is ultra vires. (5 marks)（分数：5.00）_Bahagia Sdn Bhd was incorporated in December 2009. The first annual gen

11、eral meeting (AGM) of the company was held in April 2011. Appu and his uncle Jim are members of Bahagia Sdn Bhd. Appu attended the meeting but Jim did not attend as he did not receive notice of the meeting. The company claims that no notice was sent to Jim due to an accidental omission. At the meeti

12、ng two separate resolutions were passed, namely, to alter the companys articles as well as to increase the companys share capital. Both resolutions were passed by a 60% majority. Required: Advise Appu and Jim, who seek your advice on the following:（分数：9.99）(1).(a) whether the company had breached th

13、e Companies Act 1965 in failing to hold an AGM in 2010. (3 marks) （分数：3.33）_(2).(b) whether the resolutions to alter the companys articles and to increase the share capital were passed by the majority required under the Companies Act 1965. (4 marks) （分数：3.33）_(3).(c) whether Jim can challenge the va

14、lidity of the meeting on the ground that he did not receive notice of the meeting. (3 marks)（分数：3.33）_Ah Seng, who owned a rare vintage car offered to sell it to his friend Ramu. The offer was made through a letter dated 1 May 2011, which was posted on the same day. The letter expressly stated that

15、the offer was only open until 10 May 2011. Ramu received the letter on 5 May 2011 and immediately posted his letter of acceptance to Ah Seng. Due to a postal delay, this letter reached Ah Seng only on 12 May 2011. Meanwhile, on 11 May 2011, Ah Seng, not having heard from Ramu, sold the car to someon

16、e else. Required: Advise Ramu:（分数：10.00）(1).(a) whether he can successfully sue Ah Seng for breach of contract; and (5 marks) （分数：5.00）_(2).(b) whether he is likely to obtain the remedy of specific performance, in the event there was a breach of contract by Ah Seng. (5 marks)（分数：5.00）_ACCA 考试 F4 公司法

17、与商法（Malaysia）真题 2011 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)In the context of the Malaysian legal system: （分数：10.00）(1).(a) Describe the hierarchy of the Malaysian courts. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain how the doctrine of binding judicial precedent op

18、erates. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) Explain FOUR ways by which a contract of service may be terminated under the Employment Act 1955. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain, and illustrate using relevant examples, what constitutes constructi

19、ve dismissal. (4 marks)（分数：5.00）_正确答案：( )解析：1.In relation to the law of agency, explain the ways by which an agency may come into existence. (10 marks)（分数：10.00）_正确答案：( )解析：In the context of the law of obligations: （分数：10.00）(1).(a) Define a tort. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the

20、following torts: (i) tort of negligence; and (4 marks) (ii) tort of defamation. (3 marks)（分数：5.00）_正确答案：( )解析：In the context of company law: （分数：10.00）(1).(a) Explain and distinguish between a fixed charge and a floating charge as a form of security. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State FOUR

21、 DISADVANTAGES of the floating charge as a security to a lender. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the procedure by which members of a public company may remove a director from office. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the fiduciary duty

22、 of a director to act in the best interests of the company. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the rationale behind the doctrine of maintenance of capital; and (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss s.67A Companies Act 1965, which permits a co

23、mpany to purchase its own shares. (7 marks)（分数：5.00）_正确答案：( )解析：ABC Sdn Bhd is a small private limited company with five shareholders. Its directors are Ali and Balu. Its objects clause states as follows: (i) to manufacture and sell biscuits; (ii) to buy and sell wooden furniture; and (iii) to carry

24、 on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the company. In April 2011, ABC Sdn Bhd entered into a contract with XYZ Sdn Bhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be deli

25、vered to ABC Sdn Bhd next month. The decision to purchase the steel was made by Ali and Balu with the intention of making the company branch off into the manufacture of steel cabinets and other office equipment made of steel. Charles, a shareholder, believes that the contract for the purchase of the

26、 steel is outside the scope of the objects clause of ABC Sdn Bhd. He seeks your advice in respect of this matter. Required: Advise Charles on:（分数：10.00）(1).(a) whether the contract to purchase the steel is an ultra vires transaction; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) his rights in respect o

27、f the said contract, assuming it is ultra vires. (5 marks)（分数：5.00）_正确答案：( )解析：Bahagia Sdn Bhd was incorporated in December 2009. The first annual general meeting (AGM) of the company was held in April 2011. Appu and his uncle Jim are members of Bahagia Sdn Bhd. Appu attended the meeting but Jim did

28、 not attend as he did not receive notice of the meeting. The company claims that no notice was sent to Jim due to an accidental omission. At the meeting two separate resolutions were passed, namely, to alter the companys articles as well as to increase the companys share capital. Both resolutions we

29、re passed by a 60% majority. Required: Advise Appu and Jim, who seek your advice on the following:（分数：9.99）(1).(a) whether the company had breached the Companies Act 1965 in failing to hold an AGM in 2010. (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) whether the resolutions to alter the companys articles

30、and to increase the share capital were passed by the majority required under the Companies Act 1965. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) whether Jim can challenge the validity of the meeting on the ground that he did not receive notice of the meeting. (3 marks)（分数：3.33）_正确答案：( )解析：Ah Seng, who ow

31、ned a rare vintage car offered to sell it to his friend Ramu. The offer was made through a letter dated 1 May 2011, which was posted on the same day. The letter expressly stated that the offer was only open until 10 May 2011. Ramu received the letter on 5 May 2011 and immediately posted his letter o

32、f acceptance to Ah Seng. Due to a postal delay, this letter reached Ah Seng only on 12 May 2011. Meanwhile, on 11 May 2011, Ah Seng, not having heard from Ramu, sold the car to someone else. Required: Advise Ramu:（分数：10.00）(1).(a) whether he can successfully sue Ah Seng for breach of contract; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) whether he is likely to obtain the remedy of specific performance, in the event there was a breach of contract by Ah Seng. (5 marks)（分数：5.00）_正确答案：( )解析：