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

1、ACCA考试 F4公司法与商法（Malta）真题 2011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：10，分数：100.00)1.Under the Maltese legal system, explain primary and secondary/delegated legislation as the two main sources of law. (10 marks)（分数：10.00）_In terms of Maltese contract law, explain: （分数：10.00）(1).(a)

2、 subject-matter as an essential internal requisite for a valid contract; (5 marks) （分数：5.00）_(2).(b) the consequences resulting from a breach of contract. (5 marks)（分数：5.00）_2.In terms of the Employment and Industrial Relations Act, 2002 describe the information which must be given to an employee by

3、 an employer in the absence of a contract of employment. (10 marks)（分数：10.00）_3.In terms of the Companies Act, 1995 a company is said to have a separate legal personality. Explain the circumstances in which the corporate veil may be lifted. (10 marks)（分数：10.00）_In terms of the provisions of the Comp

4、anies Act, 1995 explain: （分数：10.00）(1).(a) the essential features of a partnership deed; and (6 marks) （分数：5.00）_(2).(b) how changes may be made to a partnership deed. (4 marks)（分数：5.00）_4.In terms of the provisions of the Companies Act, 1995 explain the procedure to be followed where the considerat

5、ion for an increase in the issued share capital of a company is for a non-cash consideration. (10 marks)（分数：10.00）_5.In terms of the Companies Act, 1995, explain and distinguish between ordinary resolutions and extra-ordinary resolutions, which may be taken by the shareholders of a limited liability

6、 company. (10 marks)（分数：10.00）_Sparks Limited sold car parts. This year it encountered financial difficulties due to an increase in the purchase of new cars as against second-hand cars and recently has failed to pay suppliers. The suppliers proceeded to file an application before the courts requesti

7、ng that Sparks Limited be dissolved and wound up on the basis of the fact that it was unable to pay its debts. The court upheld the application and ordered that Sparks Limited be dissolved and wound up. It also appointed a liquidator. During the liquidation process the liquidator realised that Spark

8、s Limited had been in a precarious financial situation for a long time and prior to the orders being placed with the suppliers. However, the directors of Sparks Limited never gave an indication that the company was in an insolvent state. Required:（分数：10.00）(1).(a) Advise the liquidator the action th

9、at may be taken against the directors of Sparks Limited. (3 marks) （分数：5.00）_(2).(b) Explain the extent of the liability of the directors of Sparks Limited under the provisions of the Companies Act, 1995, relating to Offences antecedent to dissolution or in course of winding up. (7 marks)（分数：5.00）_6

10、Mike is a director of ABC Limited, but he also has his own business and is a wholesale supplier of precious metals under the name of PM Limited. Six months ago a contract was entered into between ABC Limited and PM Limited for the purchase of goods amounting to 1 million from PM Limited. Mike was p

11、resent at the board meeting that approved the contract and voted in favour of it, without revealing any link with PM Limited. Required: Analyse the facts, explaining any potential liability that Mike may have in relation to the sale of the precious metals to ABC Limited by PM Limited. (10 marks)（分数：

12、10.00）_Mark is a bank manager who collects valuable paintings but is currently facing financial problems. Andrew is a bank clerk, who has stolen various paintings and wishes to sell these paintings. Being aware of Marks financial situation, Andrew approaches Mark and asks him to help him sell the pa

13、intings and deposit the proceeds in a bank account. In return Mark will receive half the proceeds from the sale. Though reluctant, Mark puts Andrew in contact with a buyer and later opens a bank account in the name of a fictitious person at the branch he manages, and deposits therein Andrews share o

14、f the proceeds of the sale of the stolen paintings. Required:（分数：10.00）(1).(a) On the basis of the facts, analyse whether Mark may be held liable for committing the offence of money laundering in terms of the Prevention of Money Laundering Act, 1994. (5 marks) （分数：5.00）_(2).(b) Explain the principal

15、 obligations of a Subject Person in terms of the Prevention of Money Laundering and Funding of Terrorism Regulations, 2008. (5 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Malta）真题 2011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：10，分数：100.00)1.Under the Maltese legal system, explain primary and sec

16、ondary/delegated legislation as the two main sources of law. (10 marks)（分数：10.00）_正确答案：( )解析：In terms of Maltese contract law, explain: （分数：10.00）(1).(a) subject-matter as an essential internal requisite for a valid contract; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the consequences resulting from a b

17、reach of contract. (5 marks)（分数：5.00）_正确答案：( )解析：2.In terms of the Employment and Industrial Relations Act, 2002 describe the information which must be given to an employee by an employer in the absence of a contract of employment. (10 marks)（分数：10.00）_正确答案：( )解析：3.In terms of the Companies Act, 199

18、5 a company is said to have a separate legal personality. Explain the circumstances in which the corporate veil may be lifted. (10 marks)（分数：10.00）_正确答案：( )解析：In terms of the provisions of the Companies Act, 1995 explain: （分数：10.00）(1).(a) the essential features of a partnership deed; and (6 marks)

19、分数：5.00）_正确答案：( )解析：(2).(b) how changes may be made to a partnership deed. (4 marks)（分数：5.00）_正确答案：( )解析：4.In terms of the provisions of the Companies Act, 1995 explain the procedure to be followed where the consideration for an increase in the issued share capital of a company is for a non-cash co

20、nsideration. (10 marks)（分数：10.00）_正确答案：( )解析：5.In terms of the Companies Act, 1995, explain and distinguish between ordinary resolutions and extra-ordinary resolutions, which may be taken by the shareholders of a limited liability company. (10 marks)（分数：10.00）_正确答案：( )解析：Sparks Limited sold car part

21、s. This year it encountered financial difficulties due to an increase in the purchase of new cars as against second-hand cars and recently has failed to pay suppliers. The suppliers proceeded to file an application before the courts requesting that Sparks Limited be dissolved and wound up on the bas

22、is of the fact that it was unable to pay its debts. The court upheld the application and ordered that Sparks Limited be dissolved and wound up. It also appointed a liquidator. During the liquidation process the liquidator realised that Sparks Limited had been in a precarious financial situation for

23、a long time and prior to the orders being placed with the suppliers. However, the directors of Sparks Limited never gave an indication that the company was in an insolvent state. Required:（分数：10.00）(1).(a) Advise the liquidator the action that may be taken against the directors of Sparks Limited. (3

24、 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the extent of the liability of the directors of Sparks Limited under the provisions of the Companies Act, 1995, relating to Offences antecedent to dissolution or in course of winding up. (7 marks)（分数：5.00）_正确答案：( )解析：6.Mike is a director of ABC Limited, b

25、ut he also has his own business and is a wholesale supplier of precious metals under the name of PM Limited. Six months ago a contract was entered into between ABC Limited and PM Limited for the purchase of goods amounting to 1 million from PM Limited. Mike was present at the board meeting that appr

26、oved the contract and voted in favour of it, without revealing any link with PM Limited. Required: Analyse the facts, explaining any potential liability that Mike may have in relation to the sale of the precious metals to ABC Limited by PM Limited. (10 marks)（分数：10.00）_正确答案：( )解析：Mark is a bank mana

27、ger who collects valuable paintings but is currently facing financial problems. Andrew is a bank clerk, who has stolen various paintings and wishes to sell these paintings. Being aware of Marks financial situation, Andrew approaches Mark and asks him to help him sell the paintings and deposit the pr

28、oceeds in a bank account. In return Mark will receive half the proceeds from the sale. Though reluctant, Mark puts Andrew in contact with a buyer and later opens a bank account in the name of a fictitious person at the branch he manages, and deposits therein Andrews share of the proceeds of the sale

29、 of the stolen paintings. Required:（分数：10.00）(1).(a) On the basis of the facts, analyse whether Mark may be held liable for committing the offence of money laundering in terms of the Prevention of Money Laundering Act, 1994. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the principal obligations of a Subject Person in terms of the Prevention of Money Laundering and Funding of Terrorism Regulations, 2008. (5 marks)（分数：5.00）_正确答案：( )解析：