ACCA考试F4公司法与商法（Malta）真题2010年6月及答案解析.doc

1、ACCA考试 F4公司法与商法（Malta）真题 2010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)1.Under the Maltese judicial system, explain the rules which the Maltese courts normally apply in interpreting legislation. (10 marks)（分数：10.00）_2.In terms of Maltese contract law, explain and distingui

2、sh between the external and internal essential requisites of a valid contract. (10 marks)（分数：10.00）_3.Under contract law, explain the effects resulting from the breach of a contract. (10 marks)（分数：10.00）_4.In terms of the Employment and Industrial Relations Act, 2002, explain the circumstances and t

3、he procedure to be followed, for an employer to terminate a defi nite contract of employment. (10 marks)（分数：10.00）_5.In terms of the provisions of the Civil Code, explain the principal rights and obligations of the two parties to a mandate agreement. (10 marks)（分数：10.00）_6.In terms of the Companies

4、Act, 1995, explain the manner in which partnerships en commandite and partnerships en nom collectif may be dissolved. (10 marks)（分数：10.00）_In terms of the Companies Act, 1995, explain: （分数：10.00）(1).(a) the role of the Registrar of Companies in the registration process of a company; and (5 marks) （分

5、数：5.00）_(2).(b) the role of the promoter of a limited liability company. (5 marks)（分数：5.00）_Paul and John each hold 50% of the issued shares in PJ Limited. They are also the only directors of the company. During the past four months PJ Limited has been encountering fi nancial diffi culties and Paul

6、and John believe that it is very unlikely that the situation will improve. Paul and John are thus seriously considering placing the company into liquidation and have been informed that they would have to prepare a declaration of solvency. Furthermore, six months ago the Court of Appeal confi rmed a

7、judgement ordering PJ Limited to pay one of its creditors the sum of 10,000. To date this sum has not been paid. Required: （分数：10.00）(1).(a) Explain if Paul and John can place PJ Limited into a members voluntary liquidation and prepare a declaration of solvency; (7 marks) （分数：5.00）_(2).(b) Explain u

8、nder which circumstances a company may be dissolved and wound up by the court. (3 marks)（分数：5.00）_Andrew is a member of the board of directors of AP Limited. On Andrews insistence, six months ago AP Limited terminated a contract with BB Limited which provided IT support to AP Limited; two weeks late

9、r, AP Limited engaged ZZ Limited to provide IT support services to AP Limited. Andrew did not inform the board of directors of AP Limited that his girlfriend owned 40% of the shares of ZZ Limited and is a director of the same company; in fact he actively participated at the board of directors meetin

10、g at which it was decided that the contract for IT support services be awarded to ZZ Limited. Two months ago Andrew was appointed a member of the board of directors of ZZ Limited and he did not inform the board of directors of AP Limited of this fact. The board of directors of AP Limited has recentl

11、y become aware of all these facts and come to you for advice. Required: （分数：10.00）(1).(a) Explain whether Andrew has breached his duty as director for failing to disclose the fact that his girlfriend was a shareholder and director of ZZ Limited and that he was subsequently appointed a director of ZZ

12、 Limited; and (8 marks) （分数：5.00）_(2).(b) Explain what action may be taken against Andrew for his failure to make the necessary disclosures to the board of directors. (2 marks)（分数：5.00）_The directors of a company operating in the i-gaming sector are negotiating a take-over. It is expected that follo

13、wing the take-over, the share price will rise substantially. One of the directors, Peter, shares this information with his brother, John, and encourages him to buy shares prior to the take-over. John, in turn, shares the information with his colleague, David, at work. Required: （分数：10.00）(1).(a) Exp

14、lain the liability of Peter in sharing the information on the take-over with his brother John, and of John, who received this information; (7 marks) （分数：5.00）_(2).(b) Explain Davids position in terms of the Insider Dealing and Market Abuse Offences Act Cap 476 if he decides to purchase shares in the

15、 company following receipt of the information on the take-over. (3 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Malta）真题 2010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)1.Under the Maltese judicial system, explain the rules which the Maltese courts normally apply in interpreting legislati

16、on. (10 marks)（分数：10.00）_正确答案：( )解析：2.In terms of Maltese contract law, explain and distinguish between the external and internal essential requisites of a valid contract. (10 marks)（分数：10.00）_正确答案：( )解析：3.Under contract law, explain the effects resulting from the breach of a contract. (10 marks)（分数

17、10.00）_正确答案：( )解析：4.In terms of the Employment and Industrial Relations Act, 2002, explain the circumstances and the procedure to be followed, for an employer to terminate a defi nite contract of employment. (10 marks)（分数：10.00）_正确答案：( )解析：5.In terms of the provisions of the Civil Code, explain the

18、 principal rights and obligations of the two parties to a mandate agreement. (10 marks)（分数：10.00）_正确答案：( )解析：6.In terms of the Companies Act, 1995, explain the manner in which partnerships en commandite and partnerships en nom collectif may be dissolved. (10 marks)（分数：10.00）_正确答案：( )解析：In terms of t

19、he Companies Act, 1995, explain: （分数：10.00）(1).(a) the role of the Registrar of Companies in the registration process of a company; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the role of the promoter of a limited liability company. (5 marks)（分数：5.00）_正确答案：( )解析：Paul and John each hold 50% of the iss

20、ued shares in PJ Limited. They are also the only directors of the company. During the past four months PJ Limited has been encountering fi nancial diffi culties and Paul and John believe that it is very unlikely that the situation will improve. Paul and John are thus seriously considering placing th

21、e company into liquidation and have been informed that they would have to prepare a declaration of solvency. Furthermore, six months ago the Court of Appeal confi rmed a judgement ordering PJ Limited to pay one of its creditors the sum of 10,000. To date this sum has not been paid. Required: （分数：10.

22、00）(1).(a) Explain if Paul and John can place PJ Limited into a members voluntary liquidation and prepare a declaration of solvency; (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain under which circumstances a company may be dissolved and wound up by the court. (3 marks)（分数：5.00）_正确答案：( )解析：Andrew is

23、a member of the board of directors of AP Limited. On Andrews insistence, six months ago AP Limited terminated a contract with BB Limited which provided IT support to AP Limited; two weeks later, AP Limited engaged ZZ Limited to provide IT support services to AP Limited. Andrew did not inform the boa

24、rd of directors of AP Limited that his girlfriend owned 40% of the shares of ZZ Limited and is a director of the same company; in fact he actively participated at the board of directors meeting at which it was decided that the contract for IT support services be awarded to ZZ Limited. Two months ago

25、 Andrew was appointed a member of the board of directors of ZZ Limited and he did not inform the board of directors of AP Limited of this fact. The board of directors of AP Limited has recently become aware of all these facts and come to you for advice. Required: （分数：10.00）(1).(a) Explain whether An

26、drew has breached his duty as director for failing to disclose the fact that his girlfriend was a shareholder and director of ZZ Limited and that he was subsequently appointed a director of ZZ Limited; and (8 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain what action may be taken against Andrew for his

27、 failure to make the necessary disclosures to the board of directors. (2 marks)（分数：5.00）_正确答案：( )解析：The directors of a company operating in the i-gaming sector are negotiating a take-over. It is expected that following the take-over, the share price will rise substantially. One of the directors, Pet

28、er, shares this information with his brother, John, and encourages him to buy shares prior to the take-over. John, in turn, shares the information with his colleague, David, at work. Required: （分数：10.00）(1).(a) Explain the liability of Peter in sharing the information on the take-over with his broth

29、er John, and of John, who received this information; (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain Davids position in terms of the Insider Dealing and Market Abuse Offences Act Cap 476 if he decides to purchase shares in the company following receipt of the information on the take-over. (3 marks)（分数：5.00）_正确答案：( )解析：