ACCA考试F4公司法与商法（Russia）真题2009年12月及答案解析.doc

1、ACCA考试 F4公司法与商法（Russia）真题 2009年 12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：1，分数：0.00)In relation to the Russian legal system: （分数：10.00）(1).(a) State and explain what is meant by the terms original jurisdiction and appellate jurisdiction. (4 marks) （分数：5.00）_(2).(b) Explain the rules t

2、hat determine the geographical location at which a legal case will be heard. (6 marks)（分数：5.00）_In relation to contract law: （分数：10.00）(1).(a) Explain the purposes of damages and describe the different forms that damages may take. (6 marks) （分数：5.00）_(2).(b) Explain the duty of a claimant for damage

3、s to mitigate the losses arising from a breach of contract. 4 marks)（分数：5.00）_In relation to employment law: （分数：10.00）(1).(a) Describe the statutory obligations of an employer to an employee. (6 marks) （分数：5.00）_(2).(b) Explain the fi nancial liabilities that may be incurred by an employer in the e

4、vent that the employer breaches ts obligations to an employee. (4 marks)（分数：5.00）_In relation to the formation of a company limited by shares, explain the provisions of the Federal Law on Companies imited by Shares applicable to: （分数：10.00）(1).(a) The founders of a company. (5 marks) （分数：5.00）_(2).(

5、b) The name and location of a company. (5 marks)（分数：5.00）_In relation to capital and fi nancing: （分数：10.00）(1).(a) Explain the rights and obligations of preference shareholders that must be set out in the Charter of a company imited by shares. (6 marks) （分数：5.00）_(2).(b) Describe the circumstances u

6、nder which the holders of preference shares have a right to vote at a shareholders eeting. (4 marks)（分数：5.00）_In relation to insolvency of a company: （分数：10.00）(1).(a) Describe the process through which a company limited by shares may enter into voluntary liquidation. 5 marks) （分数：5.00）_(2).(b) Expl

7、ain how the obligations of an insolvent company are distributed once accounts payable to creditors have een settled. (5 marks)（分数：5.00）_1.Describe how senior management and the statutory internal bodies of a company limited by shares promote ffective corporate governance. 10 marks)（分数：10.00）_OOO Con

8、sult offers business advisory services. The company decided to make major improvements to the reception rea of its main offi ce and entered into a contract with OOO Fix to carry out the necessary work. In order to install new lighting, employees of OOO Fix had to dig a hole in the area where custome

9、rs wait for their ppointments. During the course of this work, Anna, a customer of OOO Consult, suffered injury after tripping on bricks hat had been removed by the workers and left on the fl oor. Anna subsequently had to take one months sick leave and ad to pay for medical care. Required: （分数：10.00

10、）(1).(a) Explain the rationale that will be applied by the courts when assessing the non-contractual obligations incurred n respect of Annas injuries. (4 marks) （分数：5.00）_(2).(b) Discuss the potential obligations of OOO Consult, OOO Fix and the employees of each organisation that may rise from the i

11、njury to Anna, and whether these obligations may be dependent on Annas own conduct. 6 marks)（分数：5.00）_OOO Trade is an importer and distributor of foodstuffs. It has entered into a contract of commission with Alexei through hich Alexei will sell 100 cases of caviar and 100 cases of wild mushrooms. Un

12、der the contract, OOO Trade has nsisted that cases of caviar will be sold for no less than 5.000 roubles per case and that cases of wild mushrooms will e sold for no less than 2.000 roubles per case. The parties to the contract also agreed on a commission fee of 25.000 oubles. Alexei soon found a bu

13、yer for the caviar who was prepared to pay 7.000 roubles per case. However, he has reater diffi culty in fi nding a buyer for the wild mushrooms and decided to sell them in the general market place for .500 roubles per case. Subsequently, the buyer of the caviar complained that the produce was of in

14、ferior quality and stated that he was onsidering legal action. Required: （分数：10.00）(1).(a) Explain the obligations of the parties to these transactions to one another in respect of the monies received for he caviar and mushrooms. (8 marks) （分数：5.00）_(2).(b) Explain the obligations of the parties to

15、these transactions in respect of the quality of the caviar. (2 marks)（分数：5.00）_Helena, Nikita, Rosa and Yuri are four partners working in an unlimited partnership that provides training courses. heir partnership agreement states that each partner may act on behalf of the partnership in respect of de

16、als with hird parties, but requires any transaction valued in excess of 500.000 roubles to be sanctioned by all partners. The greement further specifi es that any partners resignation will be subject to a notice period of three months, thereby nabling the business to fulfi l outstanding course booki

17、ngs. Without consulting the other partners, Rosa withdrew 700.000 roubles from the partnership bank account in order o purchase a training software package from OOO Train, a regular supplier to the partnership. Rosa also admitted to sing the partnership premises and teaching resources on a private b

18、asis in order to increase her personal income. She efused to provide details but offered to make a payment of 100.000 roubles in respect of this privately commissioned usiness. In a subsequent argument between the partners, Yuri walked out of the business, stating that he would no longer be ble to w

19、ork with the other partners, refusing to carry out any further commitments with immediate effect. Required: （分数：9.99）(1).(a) Discuss the actions that Helena and Nikita can take against Rosa and Yuri. (4 marks) （分数：3.33）_(2).(b) Explain whether OOO Train has an obligation to accept a return of the tr

20、aining software package and refund he partnership with the price paid. (3 marks) （分数：3.33）_(3).(c) Explain whether Helena and Yuri will be able to make a claim against the bank for permitting the withdrawal f 700.000 roubles made by Rosa. (3 marks)（分数：3.33）_ACCA考试 F4公司法与商法（Russia）真题 2009年 12月答案解析(总分

21、：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Russian legal system: （分数：10.00）(1).(a) State and explain what is meant by the terms original jurisdiction and appellate jurisdiction. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the rules that determine the geographical l

22、ocation at which a legal case will be heard. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to contract law: （分数：10.00）(1).(a) Explain the purposes of damages and describe the different forms that damages may take. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the duty of a claimant for damages to mitig

23、ate the losses arising from a breach of contract. 4 marks)（分数：5.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) Describe the statutory obligations of an employer to an employee. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the fi nancial liabilities that may be incurred by an emplo

24、yer in the event that the employer breaches ts obligations to an employee. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the formation of a company limited by shares, explain the provisions of the Federal Law on Companies imited by Shares applicable to: （分数：10.00）(1).(a) The founders of a company. (5

25、 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The name and location of a company. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to capital and fi nancing: （分数：10.00）(1).(a) Explain the rights and obligations of preference shareholders that must be set out in the Charter of a company imited by shares. (6 marks) （

26、分数：5.00）_正确答案：( )解析：(2).(b) Describe the circumstances under which the holders of preference shares have a right to vote at a shareholders eeting. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to insolvency of a company: （分数：10.00）(1).(a) Describe the process through which a company limited by shares ma

27、y enter into voluntary liquidation. 5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain how the obligations of an insolvent company are distributed once accounts payable to creditors have een settled. (5 marks)（分数：5.00）_正确答案：( )解析：1.Describe how senior management and the statutory internal bodies of a com

28、pany limited by shares promote ffective corporate governance. 10 marks)（分数：10.00）_正确答案：( )解析：OOO Consult offers business advisory services. The company decided to make major improvements to the reception rea of its main offi ce and entered into a contract with OOO Fix to carry out the necessary work

29、. In order to install new lighting, employees of OOO Fix had to dig a hole in the area where customers wait for their ppointments. During the course of this work, Anna, a customer of OOO Consult, suffered injury after tripping on bricks hat had been removed by the workers and left on the fl oor. Ann

30、a subsequently had to take one months sick leave and ad to pay for medical care. Required: （分数：10.00）(1).(a) Explain the rationale that will be applied by the courts when assessing the non-contractual obligations incurred n respect of Annas injuries. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss th

31、e potential obligations of OOO Consult, OOO Fix and the employees of each organisation that may rise from the injury to Anna, and whether these obligations may be dependent on Annas own conduct. 6 marks)（分数：5.00）_正确答案：( )解析：OOO Trade is an importer and distributor of foodstuffs. It has entered into

32、a contract of commission with Alexei through hich Alexei will sell 100 cases of caviar and 100 cases of wild mushrooms. Under the contract, OOO Trade has nsisted that cases of caviar will be sold for no less than 5.000 roubles per case and that cases of wild mushrooms will e sold for no less than 2.

33、000 roubles per case. The parties to the contract also agreed on a commission fee of 25.000 oubles. Alexei soon found a buyer for the caviar who was prepared to pay 7.000 roubles per case. However, he has reater diffi culty in fi nding a buyer for the wild mushrooms and decided to sell them in the g

34、eneral market place for .500 roubles per case. Subsequently, the buyer of the caviar complained that the produce was of inferior quality and stated that he was onsidering legal action. Required: （分数：10.00）(1).(a) Explain the obligations of the parties to these transactions to one another in respect

35、of the monies received for he caviar and mushrooms. (8 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the obligations of the parties to these transactions in respect of the quality of the caviar. (2 marks)（分数：5.00）_正确答案：( )解析：Helena, Nikita, Rosa and Yuri are four partners working in an unlimited partn

36、ership that provides training courses. heir partnership agreement states that each partner may act on behalf of the partnership in respect of deals with hird parties, but requires any transaction valued in excess of 500.000 roubles to be sanctioned by all partners. The greement further specifi es th

37、at any partners resignation will be subject to a notice period of three months, thereby nabling the business to fulfi l outstanding course bookings. Without consulting the other partners, Rosa withdrew 700.000 roubles from the partnership bank account in order o purchase a training software package

38、from OOO Train, a regular supplier to the partnership. Rosa also admitted to sing the partnership premises and teaching resources on a private basis in order to increase her personal income. She efused to provide details but offered to make a payment of 100.000 roubles in respect of this privately commissioned usiness. In a subsequent argument between the partners, Yuri walked out of the business, stating that he would no longer be ble to work with the other partners, refusing to carry out any further commitments with immediate effect. Required: （分数：9.99）(1).(a) Discuss the actions