1、ACCA 考试 F4 公司法与商法（Botswana）真题 2010 年 6 月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)1.State and explain the rules that govern the interpretation of statutes in Botswana. (10 marks)（分数：10.00）_In relation to the law of contract, explain the following: （分数：10.00）(1).(a) the rule
2、s that govern the acceptance of an offer; (5 marks) （分数：5.00）_(2).(b) the rules relating to the revocation of an offer. (5 marks)（分数：5.00）_2.State and explain the remedies available for breach of contract. (10 marks)（分数：10.00）_In relation to employment law: （分数：10.00）(1).(a) explain the meaning of c
3、onstructive dismissal; (5 marks) （分数：5.00）_(2).(b) state the remedies available in relation to a successful claim for unfair dismissal. (5 marks)（分数：5.00）_3.Discuss the legal principles that govern the liability of partners towards third parties. (10 marks)（分数：10.00）_4.In relation to the law of deli
4、ct, explain the elements of passing off. (10 marks)（分数：10.00）_In relation to the law of agency, explain how an agency relationship can be established in the following ways: （分数：10.00）(1).(a) by agreement; (2 marks) （分数：2.50）_(2).(b) by ratifi cation; (2 marks) （分数：2.50）_(3).(c) by estoppel; (3 marks
5、) （分数：2.50）_(4).(d) by necessity. (3 marks)（分数：2.50）_5.Dipogiso and Kitso owned a business involved in property development. They decided to incorporate their business. Before the company was incorporated, Dipogiso and Kitso bought a piece of land in Gaborone West for P200,00000. They also bought a
6、block of fl ats in Tsholofelo. The advertised price for the fl ats was P600,00000 but Dipogiso and Kitso negotiated with the vendor and paid P450,00000 for them on account of their poor state of repair. They further bought a house in Extension 12 on behalf of the unborn company for P40,00000 with th
7、e intention that the house should be used as offi ces of the company. The company was incorporated as Conman Properties (Pty) Ltd. Dipogiso and Kitso sold the land to the company for P400,00000; the fl ats for P800,00000; and the house for P50,00000. They paid themselves partly in cash and partly in
8、 shares in the company. They appointed their friend Nkwe, their accountant Sipho, and their secretary Violet as the directors. They disclosed to them that they had made a profi t of P410,00000 on their sale of property to the company broken down as follows: P200,00000 on the land; P200,00000 on the
9、fl ats; and P10,00000 on the house. The directors assented to these profits. Richard is a shareholder in the company. He has discovered the above state of facts and is aggrieved. Required: Advise Richard. (10 marks)（分数：10.00）_Liyanda, who is 65 years old, has just retired from his employment with a
10、pension and a lump sum payment of P200,00000. He is keen to invest his money, but has absolutely no knowledge of business or investment. He does not wish any great risk to be involved in his investment and he also would like to have ready access to cash if the need arises. Required:（分数：10.00）(1).(a)
11、 Explain the meaning, and suitability for Liyanda, of the following: (i) ordinary shares; (ii) preference shares; (iii) debentures secured by a fl oating charge; (iv) debentures secured by a fi xed charge. (6 marks)（分数：5.00）_(2).(b) Advise Liyanda as to whether it would make any difference to him if
12、 he invested in: (i) a private company; (ii) a public company; (iii) a public company listed on the stock exchange. (4 marks)（分数：5.00）_6.Tsodilo Mines Ltd is a company which mines nickel. Themba and Tumi are two of the directors. The board of directors is offered land adjoining one of its present qu
13、arries in Mahalapye with a view to working it, but they decide that the company is in such a bad fi nancial state that it cannot afford the land. Themba and Tumi, while remaining directors of Tsodilo Mines Ltd, subsequently form another company, Kagiso Investments (Pty) Ltd, which purchases the land
14、 for P700 00000. It is later discovered that the land is very rich in platinum. Tsodilo Mines Ltds fortunes are suddenly reversed and it purchases the land from Kagiso Investments (Pty) Ltd for P2 000 00000. Themba and Tumi do not reveal their interest in the matter. After Tsodilo Mines Ltd has been
15、 working the new mine for six months, the other directors discover what has taken place. Required: Advise the directors of Tsodilo Mines Ltd as to the legal position. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Botswana）真题 2010 年 6 月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)1.Sta
16、te and explain the rules that govern the interpretation of statutes in Botswana. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the law of contract, explain the following: （分数：10.00）(1).(a) the rules that govern the acceptance of an offer; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the rules relating to
17、 the revocation of an offer. (5 marks)（分数：5.00）_正确答案：( )解析：2.State and explain the remedies available for breach of contract. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) explain the meaning of constructive dismissal; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state t
18、he remedies available in relation to a successful claim for unfair dismissal. (5 marks)（分数：5.00）_正确答案：( )解析：3.Discuss the legal principles that govern the liability of partners towards third parties. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to the law of delict, explain the elements of passing
19、off. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the law of agency, explain how an agency relationship can be established in the following ways: （分数：10.00）(1).(a) by agreement; (2 marks) （分数：2.50）_正确答案：( )解析：(2).(b) by ratifi cation; (2 marks) （分数：2.50）_正确答案：( )解析：(3).(c) by estoppel; (3 marks) （
20、分数：2.50）_正确答案：( )解析：(4).(d) by necessity. (3 marks)（分数：2.50）_正确答案：( )解析：5.Dipogiso and Kitso owned a business involved in property development. They decided to incorporate their business. Before the company was incorporated, Dipogiso and Kitso bought a piece of land in Gaborone West for P200,00000.
21、They also bought a block of fl ats in Tsholofelo. The advertised price for the fl ats was P600,00000 but Dipogiso and Kitso negotiated with the vendor and paid P450,00000 for them on account of their poor state of repair. They further bought a house in Extension 12 on behalf of the unborn company fo
22、r P40,00000 with the intention that the house should be used as offi ces of the company. The company was incorporated as Conman Properties (Pty) Ltd. Dipogiso and Kitso sold the land to the company for P400,00000; the fl ats for P800,00000; and the house for P50,00000. They paid themselves partly in
23、 cash and partly in shares in the company. They appointed their friend Nkwe, their accountant Sipho, and their secretary Violet as the directors. They disclosed to them that they had made a profi t of P410,00000 on their sale of property to the company broken down as follows: P200,00000 on the land;
24、 P200,00000 on the fl ats; and P10,00000 on the house. The directors assented to these profits. Richard is a shareholder in the company. He has discovered the above state of facts and is aggrieved. Required: Advise Richard. (10 marks)（分数：10.00）_正确答案：( )解析：Liyanda, who is 65 years old, has just retir
25、ed from his employment with a pension and a lump sum payment of P200,00000. He is keen to invest his money, but has absolutely no knowledge of business or investment. He does not wish any great risk to be involved in his investment and he also would like to have ready access to cash if the need aris
26、es. Required:（分数：10.00）(1).(a) Explain the meaning, and suitability for Liyanda, of the following: (i) ordinary shares; (ii) preference shares; (iii) debentures secured by a fl oating charge; (iv) debentures secured by a fi xed charge. (6 marks)（分数：5.00）_正确答案：( )解析：(2).(b) Advise Liyanda as to wheth
27、er it would make any difference to him if he invested in: (i) a private company; (ii) a public company; (iii) a public company listed on the stock exchange. (4 marks)（分数：5.00）_正确答案：( )解析：6.Tsodilo Mines Ltd is a company which mines nickel. Themba and Tumi are two of the directors. The board of direc
28、tors is offered land adjoining one of its present quarries in Mahalapye with a view to working it, but they decide that the company is in such a bad fi nancial state that it cannot afford the land. Themba and Tumi, while remaining directors of Tsodilo Mines Ltd, subsequently form another company, Ka
29、giso Investments (Pty) Ltd, which purchases the land for P700 00000. It is later discovered that the land is very rich in platinum. Tsodilo Mines Ltds fortunes are suddenly reversed and it purchases the land from Kagiso Investments (Pty) Ltd for P2 000 00000. Themba and Tumi do not reveal their interest in the matter. After Tsodilo Mines Ltd has been working the new mine for six months, the other directors discover what has taken place. Required: Advise the directors of Tsodilo Mines Ltd as to the legal position. (10 marks)（分数：10.00）_正确答案：( )解析：
