ACCA考试F4公司法与商法（Russia）真题2007年12月及答案解析.doc

1、ACCA考试 F4公司法与商法（Russia）真题 2007年 12月及答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Explain the structure of the courts of general jurisdiction. (6 marks) （分数：5.00）_(2).(b) Explain the factors that determine whether a case

2、is heard in the court of general jurisdiction or the arbitration court. (4 marks)（分数：5.00）_In relation to contract law: （分数：9.99）(1).(a) Describe the characteristics of an offer. (4 marks) （分数：3.33）_(2).(b) State the circumstances under which an offer may be withdrawn without a contract being create

3、d. (3 marks) （分数：3.33）_(3).(c) Explain the consequences of accepting an offer with modifications to some of its terms. (3 marks)（分数：3.33）_In relation to employment law, explain the different ways in which a labour agreement may be terminated by: （分数：10.00）(1).(a) the employer; (7 marks) （分数：5.00）_(2

4、).(b) the employee. (3 marks)（分数：5.00）_In relation to voluntary representation: （分数：10.00）(1).(a) Explain the meaning, purpose and effect of a power of attorney. (4 marks) （分数：5.00）_(2).(b) Explain the provisions of the Civil Code that regulate the different types of power of attorney. (6 marks)（分数：

5、5.00）_In relation to the capital and financing of a company limited by shares: （分数：10.00）(1).(a) Explain the ways in which shares may be placed and the provisions of the law in respect of placement of shares. (6 marks) （分数：5.00）_(2).(b) Explain the consequences of a purchaser of shares failing to pa

6、y for the shares by the required deadline for payment. (4 marks)（分数：5.00）_In relation to the management and administration of companies: （分数：10.00）(1).(a) Explain the ways in which voting may take place in respect of shareholders meetings. (6 marks) （分数：5.00）_(2).(b) Explain the role and duties of t

7、he tabulation commission. (4 marks)（分数：5.00）_In relation to corporate governance: （分数：10.00）(1).(a) Explain the meaning of the term corporate governance. (4 marks) （分数：5.00）_(2).(b) Explain how the laws relevant to limited companies protect shareholders and promote good corporate governance. (6 mark

8、s)（分数：5.00）_1.-ZAO- Food operates several shops that sell fresh, processed and frozen foods to retail shoppers. Having taken a delivery of frozen foods from a supplier, the goods were placed in temperature-controlled display units in the shop. The display units were supplied by the frozen food manuf

9、acturer, who also provided documentation on how the units were to be used. Sasha, an employee in one of the shops, accidentally set the temperature of the frozen food storage units incorrectly. As a result, several customers complained that members of their families had become unwell after consuming

10、 frozen food purchased in the shop. Some customers have stated that they will take legal action to recover medical costs and lost wages due to absence from work. Sasha claims that he was not given training on the use of the display units. -ZAO- Food claims that the documentation supplied with the di

11、splay units does not clearly indicate correct storage temperatures. Required: Discuss the potential liability of the frozen food manufacturer, -ZAO- Food, and Sasha for injury caused to the customers of the shop, and the matters that the court will take into account when attributing liability. (10 m

12、arks)（分数：10.00）_Rosa and Alexei are partners in a successful unlimited partnership. Rosa is highly ambitious and wishes to pursue rapid growth, but Alexei does not want to take unnecessary risks and is satisfied with the business as it is currently structured. Rosa has been taking decisions that exc

13、eed her authority under the partnership agreement. She recently ordered expensive new IT equipment. Alexei is angry as he considers the equipment to be far too sophisticated for the needs of the business in the foreseeable future. Rosa argues that the business needs to invest heavily to build on its

14、 success. The partners meet to resolve their differences. Alexei demands that the IT equipment, which is now installed and ready for use with new software, be returned to the supplier. The supplier of the equipment has submitted its invoice and this is due for payment immediately. Rosa refuses to ag

15、ree to return the equipment. Required:（分数：9.99）(1).(a) Explain whether Alexei can demand that the IT equipment be returned to the supplier. (3 marks) （分数：3.33）_(2).(b) Explain what Alexei must do if he wishes to withdraw from the partnership, and whether his withdrawal will relieve him of all respon

16、sibilities incurred by the partnership to date. (4 marks) （分数：3.33）_(3).(c) Explain whether Alexei can take any action against Rosa for breaking the terms of the partnership agreement. (3 marks)（分数：3.33）_OAO- Fail is insolvent and its assets are about to be liquidated to satisfy the outstanding obli

17、gations of the company. The companys obligations include accounts payable to trade suppliers, a large monetary claim awarded by the court to a contractor for personal injury sustained due to the fault of OAO- Fail, unsecured loans to a bank, capital due to bond holders and share capital. The liquida

18、tion process has been complex and time consuming, and therefore substantial liquidators fees and costs also have to be paid. The assets of the company have been depleted, so the liquidation process has only been able to realise the value of inventory and a small amount in accounts receivable. Howeve

19、r, the liquidator has discovered that one month before the insolvency procedure commenced, the company repaid a substantial loan that was secured by the personal guarantees of the directors. Required:（分数：10.00）(1).(a) With reference to the provisions of the Law on Insolvency, explain the order in wh

20、ich the obligations will be met from the realised assets of OAO- Fail. (6 marks) （分数：5.00）_(2).(b) Explain whether the liquidator can take any action in respect of the loan that was repaid one month before the insolvency procedure commenced. (4 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Russia）真题 2007年 12月答案解析

21、(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Explain the structure of the courts of general jurisdiction. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the factors that determine whether a case is heard in the court of gene

22、ral jurisdiction or the arbitration court. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to contract law: （分数：9.99）(1).(a) Describe the characteristics of an offer. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) State the circumstances under which an offer may be withdrawn without a contract being created. (3 m

23、arks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the consequences of accepting an offer with modifications to some of its terms. (3 marks)（分数：3.33）_正确答案：( )解析：In relation to employment law, explain the different ways in which a labour agreement may be terminated by: （分数：10.00）(1).(a) the employer; (7 mark

24、s) （分数：5.00）_正确答案：( )解析：(2).(b) the employee. (3 marks)（分数：5.00）_正确答案：( )解析：In relation to voluntary representation: （分数：10.00）(1).(a) Explain the meaning, purpose and effect of a power of attorney. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the provisions of the Civil Code that regulate the dif

25、ferent types of power of attorney. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the capital and financing of a company limited by shares: （分数：10.00）(1).(a) Explain the ways in which shares may be placed and the provisions of the law in respect of placement of shares. (6 marks) （分数：5.00）_正确答案：( )解析：(

26、2).(b) Explain the consequences of a purchaser of shares failing to pay for the shares by the required deadline for payment. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the management and administration of companies: （分数：10.00）(1).(a) Explain the ways in which voting may take place in respect of sh

27、areholders meetings. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the role and duties of the tabulation commission. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to corporate governance: （分数：10.00）(1).(a) Explain the meaning of the term corporate governance. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Expl

28、ain how the laws relevant to limited companies protect shareholders and promote good corporate governance. (6 marks)（分数：5.00）_正确答案：( )解析：1.-ZAO- Food operates several shops that sell fresh, processed and frozen foods to retail shoppers. Having taken a delivery of frozen foods from a supplier, the go

29、ods were placed in temperature-controlled display units in the shop. The display units were supplied by the frozen food manufacturer, who also provided documentation on how the units were to be used. Sasha, an employee in one of the shops, accidentally set the temperature of the frozen food storage

30、units incorrectly. As a result, several customers complained that members of their families had become unwell after consuming frozen food purchased in the shop. Some customers have stated that they will take legal action to recover medical costs and lost wages due to absence from work. Sasha claims

31、that he was not given training on the use of the display units. -ZAO- Food claims that the documentation supplied with the display units does not clearly indicate correct storage temperatures. Required: Discuss the potential liability of the frozen food manufacturer, -ZAO- Food, and Sasha for injury

32、 caused to the customers of the shop, and the matters that the court will take into account when attributing liability. (10 marks)（分数：10.00）_正确答案：( )解析：Rosa and Alexei are partners in a successful unlimited partnership. Rosa is highly ambitious and wishes to pursue rapid growth, but Alexei does not

33、want to take unnecessary risks and is satisfied with the business as it is currently structured. Rosa has been taking decisions that exceed her authority under the partnership agreement. She recently ordered expensive new IT equipment. Alexei is angry as he considers the equipment to be far too soph

34、isticated for the needs of the business in the foreseeable future. Rosa argues that the business needs to invest heavily to build on its success. The partners meet to resolve their differences. Alexei demands that the IT equipment, which is now installed and ready for use with new software, be retur

35、ned to the supplier. The supplier of the equipment has submitted its invoice and this is due for payment immediately. Rosa refuses to agree to return the equipment. Required:（分数：9.99）(1).(a) Explain whether Alexei can demand that the IT equipment be returned to the supplier. (3 marks) （分数：3.33）_正确答案

36、：( )解析：(2).(b) Explain what Alexei must do if he wishes to withdraw from the partnership, and whether his withdrawal will relieve him of all responsibilities incurred by the partnership to date. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain whether Alexei can take any action against Rosa for breaki

37、ng the terms of the partnership agreement. (3 marks)（分数：3.33）_正确答案：( )解析：OAO- Fail is insolvent and its assets are about to be liquidated to satisfy the outstanding obligations of the company. The companys obligations include accounts payable to trade suppliers, a large monetary claim awarded by the

38、 court to a contractor for personal injury sustained due to the fault of OAO- Fail, unsecured loans to a bank, capital due to bond holders and share capital. The liquidation process has been complex and time consuming, and therefore substantial liquidators fees and costs also have to be paid. The assets of the company have