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

1、ACCA考试 F4公司法与商法（Scots）真题 2009年 6月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL 10 questions are(总题数：10，分数：100.00)Explain and distinguish between the following terms in relation to the doctrine of precedent in the Scottish legal system: （分数：10.00）(1).(a) ratio decidendi and obiter dictum; (4 marks) （分数：5.00）_(2).

2、(b) binding precedent and persuasive precedent. (6 marks)（分数：5.00）_(1).(a) Explain the circumstances in which a gratuitous promise may be binding in Scots law. (5 marks) （分数：5.00）_(2).(b) In relation to the law of contract, explain what is meant by an offer and distinguish it from an invitation to t

3、reat. (5 marks)（分数：5.00）_In relation to the law of contract, distinguish between and explain the effect of: （分数：10.00）(1).(a) a term and a mere representation; (3 marks) （分数：5.00）_(2).(b) express and implied terms, paying particular regard to the circumstances under which terms may be implied in con

4、tracts. (7 marks)（分数：5.00）_In relation to company law, explain: （分数：9.99）(1).(a) the limitations on the use of company names; (4 marks) （分数：3.33）_(2).(b) the delict of passing off; (4 marks) （分数：3.33）_(3).(c) the role of the company names adjudicators under the Companies Act 2006. (2 marks)（分数：3.33）

5、_In relation to company law, explain: （分数：10.00）(1).(a) the doctrine of capital maintenance; (4 marks) （分数：5.00）_(2).(b) the circumstances under which both a private and a public company can reduce its capital and the procedure to be followed. (6 marks)（分数：5.00）_1.Explain the grounds upon which a pe

6、rson may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)（分数：10.00）_2.In relation to employment law, explain the meaning of redundancy and the rules that govern it. (10 marks)（分数：10.00）_3.In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a

7、 study manual for an international accountancy bodys award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the

8、 text and indeed he had written to Bee Ltd stating that he was too busy to write the text. Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy bodys study manuals and had already entered into extensive preliminary expenses in relat

9、ion to the publication of the new manual. Required: In the context of the law of contract, advise Bee Ltd whether they can take any action against Arti. (10 marks)（分数：10.00）_4.Clean Ltd was established some five years ago to manufacture industrial solvents and cleaning solutions, and Des was appoint

10、ed managing director. The companys main contract was with Dank plc a large industrial conglomerate. In the course of its research activity, Clean Ltds scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of directors overruled him and decided t

11、hat the company should stick to its core business. The managing director of Dank plc is a friend of Dess and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to continue to deal with him, if o

12、nly he was not linked to Clean Ltd. Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his own company, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Lt

13、ds scientists, which has proved to be very profitable. Required: In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd. (10 marks)（分数：10.00）_5.Greg is a member of the board of directors of Huge plc. He also controls a private lim

14、ited company Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business. When Greg learns that Huge plc are going to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of sha

15、res in Kop plc on the London Stock Exchange on which it makes a large profit when it sells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to Greg through the declarati

16、on of dividends by Imp Ltd. Required: Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of: (a) insider dealing; and (5 marks) (b) money laundering. (5 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Scots）真题 2009年 6月答案解析(总分：99.99，做题时间：180 分钟)一、ALL 10 question

17、s are(总题数：10，分数：100.00)Explain and distinguish between the following terms in relation to the doctrine of precedent in the Scottish legal system: （分数：10.00）(1).(a) ratio decidendi and obiter dictum; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) binding precedent and persuasive precedent. (6 marks)（分数：5.00）

18、_正确答案：( )解析：(1).(a) Explain the circumstances in which a gratuitous promise may be binding in Scots law. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) In relation to the law of contract, explain what is meant by an offer and distinguish it from an invitation to treat. (5 marks)（分数：5.00）_正确答案：( )解析：In relat

19、ion to the law of contract, distinguish between and explain the effect of: （分数：10.00）(1).(a) a term and a mere representation; (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) express and implied terms, paying particular regard to the circumstances under which terms may be implied in contracts. (7 marks)（分数：5

20、.00）_正确答案：( )解析：In relation to company law, explain: （分数：9.99）(1).(a) the limitations on the use of company names; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) the delict of passing off; (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the role of the company names adjudicators under the Companies Act 2006. (2 mark

21、s)（分数：3.33）_正确答案：( )解析：In relation to company law, explain: （分数：10.00）(1).(a) the doctrine of capital maintenance; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the circumstances under which both a private and a public company can reduce its capital and the procedure to be followed. (6 marks)（分数：5.00）_正确答案

22、：( )解析：1.Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to employment law, explain the meaning of redundancy and the rules that govern it. (10 marks)（分数：10.00）_正确答案：( )解析：3.In January 20

23、08 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy bodys award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be printed

24、 in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text. Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy bodys study manuals an

25、d had already entered into extensive preliminary expenses in relation to the publication of the new manual. Required: In the context of the law of contract, advise Bee Ltd whether they can take any action against Arti. (10 marks)（分数：10.00）_正确答案：( )解析：4.Clean Ltd was established some five years ago t

26、o manufacture industrial solvents and cleaning solutions, and Des was appointed managing director. The companys main contract was with Dank plc a large industrial conglomerate. In the course of its research activity, Clean Ltds scientists developed a new super glue. Des was very keen to pursue the m

27、anufacture of the glue but the board of directors overruled him and decided that the company should stick to its core business. The managing director of Dank plc is a friend of Dess and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performanc

28、e. He also told Des that he would be happy to continue to deal with him, if only he was not linked to Clean Ltd. Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his own company, Flush Ltd which later entered into a contract with Dank plc to repla

29、ce Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Ltds scientists, which has proved to be very profitable. Required: In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：

30、5.Greg is a member of the board of directors of Huge plc. He also controls a private limited company Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business. When Greg learns that Huge plc are going

31、to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the London Stock Exchange on which it makes a large profit when it sells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge fo

32、r supposed consultancy work. The money is then transferred to Greg through the declaration of dividends by Imp Ltd. Required: Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of: (a) insider dealing; and (5 marks) (b) money laundering. (5 marks)（分数：10.00）_正确答案：( )解析：