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

1、ACCA 考试 F4 公司法与商法（South+Africa）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)1.In relation to the South African legal system, discuss the rules and presumptions used by the courts in interpreting legislation. (10 marks)（分数：10.00）_2.In relation to the law of agency, di

2、scuss the potential personal liability of the agent or the purported agent. (10 marks)（分数：10.00）_3.In relation to the law of contract, analyse the nature of a contract. (10 marks)（分数：10.00）_4.In relation to the law of contract, explain when the default of the debtor will constitute a breach of contr

3、act. (10 marks)（分数：10.00）_5.In relation to the law of professional negligence, analyse the duty of care of company auditors. (10 marks)（分数：10.00）_6.In the context of company law, explain the rules governing the distribution of dividends. (10 marks)（分数：10.00）_In relation to company law explain the me

4、aning of the following: （分数：9.99）(1).(a) ordinary shares. (3 marks) （分数：3.33）_(2).(b) preference shares. (3 marks) （分数：3.33）_(3).(c) debentures. (4 marks)（分数：3.33）_7.Andy and Boaz are partners who own several jewellery shops. Whilst on a business trip in India, Andy came across a goldsmith business

5、that specialised in handmade exotic gold necklaces. Andy realised that there should be a very exclusive and lucrative market for such necklaces in South Africa, and decided to buy a huge shipment of these necklaces. Upon his return to South Africa, Andy opened a new shop where he intends to sell the

6、se necklaces as a separate business for his own benefit. Boaz heard about the purchase of the new shop and approached you for legal advice. Required: Advise Boaz on his legal position as a partner. (10 marks)（分数：10.00）_8.Caroline is a member of Diamond Fitters CC. She has a 40% members interest in t

7、he close corporation. The remainder of the members interests is held in equal shares by Eddy and Frank. There is no association agreement in existence between her and the other members. The main asset of the close corporation is a jewellery shop in Johannesburg. Eddy and Frank want to sell the shop

8、and apply for a mortgage loan for an even bigger jewellery warehouse in Cape Town. Caroline is not at all in favour of this. Required: Advise Caroline on her legal position. (10 marks)（分数：10.00）_In 2008 George and Hillary formed a private company, Intellect (Pty) Ltd, to develop computer games. They

9、 each took 100 shares in the company and each of them became a director of the company. Hillary, a qualified attorney, drew up the articles of association of the company stating that she was to act as the companys attorney for a period of five years, at a salary of R20,000 per year. George has now d

10、iscovered that Hillary has secretly been selling some of the newly developed games to another rival company for her own account. He therefore no longer wishes Hillary to act as attorney for Intellect (Pty) Ltd. Required: Advise George on the following: （分数：10.00）(1).(a) Whether Hillary has a contrac

11、t in terms of the articles of association and the company is obliged to pay her damages for breach of contract. (4 marks) （分数：5.00）_(2).(b) Whether he can take an action against Hillary for the breach of her fiduciary duties. (6 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（South+Africa）真题 2009 年 12 月答案解析(总分：99

12、99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the South African legal system, discuss the rules and presumptions used by the courts in interpreting legislation. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the law of agency, discuss the potential personal liability of the

13、 agent or the purported agent. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to the law of contract, analyse the nature of a contract. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to the law of contract, explain when the default of the debtor will constitute a breach of contract. (10 marks)（分数：10.0

14、0）_正确答案：( )解析：5.In relation to the law of professional negligence, analyse the duty of care of company auditors. (10 marks)（分数：10.00）_正确答案：( )解析：6.In the context of company law, explain the rules governing the distribution of dividends. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to company law expl

15、ain the meaning of the following: （分数：9.99）(1).(a) ordinary shares. (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) preference shares. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) debentures. (4 marks)（分数：3.33）_正确答案：( )解析：7.Andy and Boaz are partners who own several jewellery shops. Whilst on a business trip in In

16、dia, Andy came across a goldsmith business that specialised in handmade exotic gold necklaces. Andy realised that there should be a very exclusive and lucrative market for such necklaces in South Africa, and decided to buy a huge shipment of these necklaces. Upon his return to South Africa, Andy ope

17、ned a new shop where he intends to sell these necklaces as a separate business for his own benefit. Boaz heard about the purchase of the new shop and approached you for legal advice. Required: Advise Boaz on his legal position as a partner. (10 marks)（分数：10.00）_正确答案：( )解析：8.Caroline is a member of D

18、iamond Fitters CC. She has a 40% members interest in the close corporation. The remainder of the members interests is held in equal shares by Eddy and Frank. There is no association agreement in existence between her and the other members. The main asset of the close corporation is a jewellery shop

19、in Johannesburg. Eddy and Frank want to sell the shop and apply for a mortgage loan for an even bigger jewellery warehouse in Cape Town. Caroline is not at all in favour of this. Required: Advise Caroline on her legal position. (10 marks)（分数：10.00）_正确答案：( )解析：In 2008 George and Hillary formed a priv

20、ate company, Intellect (Pty) Ltd, to develop computer games. They each took 100 shares in the company and each of them became a director of the company. Hillary, a qualified attorney, drew up the articles of association of the company stating that she was to act as the companys attorney for a period

21、 of five years, at a salary of R20,000 per year. George has now discovered that Hillary has secretly been selling some of the newly developed games to another rival company for her own account. He therefore no longer wishes Hillary to act as attorney for Intellect (Pty) Ltd. Required: Advise George

22、on the following: （分数：10.00）(1).(a) Whether Hillary has a contract in terms of the articles of association and the company is obliged to pay her damages for breach of contract. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Whether he can take an action against Hillary for the breach of her fiduciary duties. (6 marks)（分数：5.00）_正确答案：( )解析：