ACCA考试F4公司法与商法（Russia）真题2009年6月及答案解析.doc

1、ACCA考试 F4公司法与商法（Russia）真题 2009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：1，分数：0.00)(1).(a) Explain the purpose, functions and structure of the courts of arbitration. (7 marks) （分数：5.00）_(2).(b) Discuss the extent to which the decisions in cases heard previously in the courts will affe

2、ct decisions in current cases. (3 marks)（分数：5.00）_1.In relation to the law of contract, state and explain the circumstances under which an individual or entity that is not a party to a contract can enforce the obligations under the contract. (10 marks)（分数：10.00）_In relation to employment law: （分数：10

3、.00）(1).(a) State and explain the provisions of the Labour Code in respect of definite term labour agreements. 5 marks) （分数：5.00）_(2).(b) State and explain the provisions of the Labour Code in respect of probationary employment. (5 marks)（分数：5.00）_In relation to the management and administration of

4、companies limited by shares: （分数：9.99）(1).(a) State and explain what is meant by a major transaction. (4 marks) （分数：3.33）_(2).(b) Explain the process through which a major transaction should be approved. (4 marks) （分数：3.33）_(3).(c) Explain how the law protects the interests of shareholders in respec

5、t of major transactions. (2 marks)（分数：3.33）_In relation to capital and financing: （分数：10.00）(1).(a) Explain the main characteristics of ordinary shares and preference shares. (5 marks) （分数：5.00）_(2).(b) Describe the process through which a company limited by shares may increase or reduce its share c

6、apital. 5 marks)（分数：5.00）_In relation to the law of insolvency: （分数：10.00）(1).(a) Explain the conditions that must be fulfilled in order to initiate insolvency proceedings against a company. 4 marks) （分数：5.00）_(2).(b) Explain how the financial interests of creditors are protected during the insolven

7、cy process. (6 marks)（分数：5.00）_In relation to company law and corporate governance: （分数：10.00）(1).(a) Explain the meaning and significance of a legal entity having a separate legal personality. (5 marks) （分数：5.00）_(2).(b) Discuss the implications of separate legal personality for effective corporate

8、 governance. (5 marks)（分数：5.00）_Rosa and Dimitri are the parents of two children. Their daughter Anna is 17 years old and has asked her parents for permission to marry her boyfriend Alexei. Annas ext birthday is in 11 months time. Their son Peter is 21 years old. He has had numerous personal problem

9、s, including convictions for theft. His various ddictions have also led him to steal from his family, causing considerable financial difficulties for them. Required: （分数：10.00）(1).(a) Discuss the legal implications of Rosa and Dimitris decision to allow Anna to marry in relation to Annas egal capaci

10、ty. (4 marks) （分数：5.00）_(2).(b) Explain the extent to which the provisions of the Civil Code can be invoked by Rosa and Dimitri in order to rotect themselves if Peters personal problems continue to affect their situation. (6 marks)（分数：5.00）_ZAO Grow is a rapidly developing company that manufactures

11、and retails sports and leisure goods. In order to achieve ts performance targets for the next two years, ZAO Grow has to raise new capital. ladimir is the general director of ZAO Grow. He has approached Loan Bank for funding. The bank will only provide oan facilities if ZAO Grow is prepared to grant

12、 a legal mortgage over its head office building, or alternatively if ladimirs wealthy father will give a personal guarantee to underpin the lending contract. Required: （分数：10.00）(1).(a) Explain the nature of the two types of security sought by Loan Bank. (6 marks) （分数：5.00）_(2).(b) Explain the poten

13、tial risks and consequences of these types of security for the parties involved. (4 marks)（分数：5.00）_OAO Office is a large company that sells office supplies to businesses in large cities and towns. In recent times the ompany has become less reliant on sales through retail shops and has concentrated

14、on selling its products through lternative channels to market, such as the internet and direct postal sales. Two consequences of this have been an ncrease in the disposals of non-current assets, such as shops owned by the company, and acquisitions of land for entralised warehousing and other purpose

15、s. At the most recent general meeting, several shareholders raised their concerns that OAO Office was buying and selling and for speculative purposes. Their view was that the directors were carrying out an unacceptable number of deals n real estate that would expose the company to unacceptable level

16、s of risk. It was pointed out that the Charter of the ompany specifically confines its activities to selling office supplies. The views of these shareholders are supported by he fact that a significant proportion of the companys income had been generated by transactions in real estate. Required: （分数

17、：10.00）(1).(a) Explain the actions that may be taken by the shareholders who object to the increasing involvement of AO Office in land deals. (6 marks) （分数：5.00）_(2).(b) Explain the consequences to OAO Office, its directors and any counterparties to contracts with the company, f specific land deals

18、are proven to be inconsistent with the provisions of the Charter. (4 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Russia）真题 2009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：1，分数：0.00)(1).(a) Explain the purpose, functions and structure of the courts of arbitration. (7 marks) （分数：5.00）_正确答案：( )解析：(2).

19、(b) Discuss the extent to which the decisions in cases heard previously in the courts will affect decisions in current cases. (3 marks)（分数：5.00）_正确答案：( )解析：1.In relation to the law of contract, state and explain the circumstances under which an individual or entity that is not a party to a contract

20、can enforce the obligations under the contract. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) State and explain the provisions of the Labour Code in respect of definite term labour agreements. 5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State and explain the provisions o

21、f the Labour Code in respect of probationary employment. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the management and administration of companies limited by shares: （分数：9.99）(1).(a) State and explain what is meant by a major transaction. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the process

22、through which a major transaction should be approved. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain how the law protects the interests of shareholders in respect of major transactions. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to capital and financing: （分数：10.00）(1).(a) Explain the main characteris

23、tics of ordinary shares and preference shares. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the process through which a company limited by shares may increase or reduce its share capital. 5 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of insolvency: （分数：10.00）(1).(a) Explain the conditions t

24、hat must be fulfilled in order to initiate insolvency proceedings against a company. 4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain how the financial interests of creditors are protected during the insolvency process. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to company law and corporate governance:

25、（分数：10.00）(1).(a) Explain the meaning and significance of a legal entity having a separate legal personality. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the implications of separate legal personality for effective corporate governance. (5 marks)（分数：5.00）_正确答案：( )解析：Rosa and Dimitri are the paren

26、ts of two children. Their daughter Anna is 17 years old and has asked her parents for permission to marry her boyfriend Alexei. Annas ext birthday is in 11 months time. Their son Peter is 21 years old. He has had numerous personal problems, including convictions for theft. His various ddictions have

27、 also led him to steal from his family, causing considerable financial difficulties for them. Required: （分数：10.00）(1).(a) Discuss the legal implications of Rosa and Dimitris decision to allow Anna to marry in relation to Annas egal capacity. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the extent

28、to which the provisions of the Civil Code can be invoked by Rosa and Dimitri in order to rotect themselves if Peters personal problems continue to affect their situation. (6 marks)（分数：5.00）_正确答案：( )解析：ZAO Grow is a rapidly developing company that manufactures and retails sports and leisure goods. In

29、 order to achieve ts performance targets for the next two years, ZAO Grow has to raise new capital. ladimir is the general director of ZAO Grow. He has approached Loan Bank for funding. The bank will only provide oan facilities if ZAO Grow is prepared to grant a legal mortgage over its head office b

30、uilding, or alternatively if ladimirs wealthy father will give a personal guarantee to underpin the lending contract. Required: （分数：10.00）(1).(a) Explain the nature of the two types of security sought by Loan Bank. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the potential risks and consequences o

31、f these types of security for the parties involved. (4 marks)（分数：5.00）_正确答案：( )解析：OAO Office is a large company that sells office supplies to businesses in large cities and towns. In recent times the ompany has become less reliant on sales through retail shops and has concentrated on selling its pro

32、ducts through lternative channels to market, such as the internet and direct postal sales. Two consequences of this have been an ncrease in the disposals of non-current assets, such as shops owned by the company, and acquisitions of land for entralised warehousing and other purposes. At the most rec

33、ent general meeting, several shareholders raised their concerns that OAO Office was buying and selling and for speculative purposes. Their view was that the directors were carrying out an unacceptable number of deals n real estate that would expose the company to unacceptable levels of risk. It was

34、pointed out that the Charter of the ompany specifically confines its activities to selling office supplies. The views of these shareholders are supported by he fact that a significant proportion of the companys income had been generated by transactions in real estate. Required: （分数：10.00）(1).(a) Exp

35、lain the actions that may be taken by the shareholders who object to the increasing involvement of AO Office in land deals. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the consequences to OAO Office, its directors and any counterparties to contracts with the company, f specific land deals are proven to be inconsistent with the provisions of the Charter. (4 marks)（分数：5.00）_正确答案：( )解析：