1、ACCA 考试 F4 公司法与商法（English）真题 2010 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.Describe the structure and functions of the main civil courts in the English legal system, including the Supreme Court. (10 marks)（分数：10.00）_In relation to the law of contract: （分数：10.00）(1).(a)
2、defi ne an offer; (5 marks) （分数：5.00）_(2).(b) explain the specifi c meaning and effect of (i) a counter-offer; (3 marks) (ii) a unilateral offer. (2 marks)（分数：5.00）_2.In relation to the tort of negligence, explain the meaning of duty of care. (10 marks)（分数：10.00）_3.Explain the documents necessary, a
3、nd the procedure to be followed, in registering a public limited company under the provisions of the Companies Act 2006. (10 marks)（分数：10.00）_Explain the meaning of the following terms in company law: （分数：9.99）(1).(a) a debenture; (3 marks) （分数：3.33）_(2).(b) a fi xed charge; (3 marks) （分数：3.33）_(3).
4、c) a fl oating charge. (4 marks)（分数：3.33）_4.In the context of corporate governance, explain the rules relating to the appointment, duties and powers of a company secretary in a public limited company. (10 marks)（分数：10.00）_5.In the context of employment law, state how the courts decide whether someo
5、ne is self-employed or is an employee. (10 marks)（分数：10.00）_6.In January 2010 Ami took over an old warehouse with the intention of opening an art gallery. As the warehouse had to be converted, Ami entered into two contracts, one with Bry to do all the necessary plastering and one with Cis, who was t
6、o do all the necessary painting. Both Bry and Cis were to be paid 5,000. Both received initial payments of 1,000 and agreed to have the work completed on 31 March, as the art gallery had to be ready for its fi rst exhibition on 1 May. At the end of February, Bry told Ami that he would not complete t
7、he plastering in time unless she agreed to increase his payment by a further 1,000. Ami agreed to pay the increased sum in order to ensure that the job was done on time. She then thought it was only fair that she should increase the amount of money promised to Cis by the same amount. However, on com
8、pletion of the work on time Ami refused to make either of the additional payments to Bry or Cis, beyond the original contractual price. Required: Advise Bry and Cis whether they have any rights in law to enforce Amis promise to pay them an extra 1,000. (10 marks)（分数：10.00）_7.Chi, Di and Fi formed an
9、 ordinary partnership to run an art gallery. Each of them paid 100,000 into the business. As Fi had no prospect of raising any more money it was agreed between them that her maximum liability for any partnership debts would be fi xed at her original contribution of 100,000. The partnership agreement
10、 specifi cally restricted the scope of the partnership business to the sale of paintings, sculptures and other works of art. In January 2010 Chi took 10,000 from the partnerships bank drawn on its overdraft facility. She had told the bank that the money was to fi nance a short-term partnership debt
11、but in fact she used the money to pay for a holiday. In February Di entered into a 25,000 contract on behalf of the partnership to buy some books, which she hoped to sell in the gallery. Required: Advise Chi, Di and Fi as to their various rights and liabilities in relation to the operation of the bu
12、siness under partnership law. (10 marks)（分数：10.00）_8.Gilt Ltd is a small company with an issued share capital of 100,000 1 shares held by 100 members. Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harr
13、y what is described as a facility fee of 50,000 for ensuring that the takeover is successful. At the next board meeting Harry convinces the other directors that the take-over bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share cap
14、ital will not approve of the takeover. In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt plc a general
15、meeting is called to consider the takeover and it is approved, with Itt plc voting in favour. May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors. Required: Advise May as to the legality of the share allotment and as to wh
16、at action can be taken against Harry. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（English）真题 2010 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.Describe the structure and functions of the main civil courts in the English legal system, including the Supreme Court. (10 marks)（分数：10.
17、00）_正确答案：( )解析：In relation to the law of contract: （分数：10.00）(1).(a) defi ne an offer; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the specifi c meaning and effect of (i) a counter-offer; (3 marks) (ii) a unilateral offer. (2 marks)（分数：5.00）_正确答案：( )解析：2.In relation to the tort of negligence, exp
18、lain the meaning of duty of care. (10 marks)（分数：10.00）_正确答案：( )解析：3.Explain the documents necessary, and the procedure to be followed, in registering a public limited company under the provisions of the Companies Act 2006. (10 marks)（分数：10.00）_正确答案：( )解析：Explain the meaning of the following terms in
19、 company law: （分数：9.99）(1).(a) a debenture; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) a fi xed charge; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) a fl oating charge. (4 marks)（分数：3.33）_正确答案：( )解析：4.In the context of corporate governance, explain the rules relating to the appointment, duties and powers of a
20、 company secretary in a public limited company. (10 marks)（分数：10.00）_正确答案：( )解析：5.In the context of employment law, state how the courts decide whether someone is self-employed or is an employee. (10 marks)（分数：10.00）_正确答案：( )解析：6.In January 2010 Ami took over an old warehouse with the intention of o
21、pening an art gallery. As the warehouse had to be converted, Ami entered into two contracts, one with Bry to do all the necessary plastering and one with Cis, who was to do all the necessary painting. Both Bry and Cis were to be paid 5,000. Both received initial payments of 1,000 and agreed to have
22、the work completed on 31 March, as the art gallery had to be ready for its fi rst exhibition on 1 May. At the end of February, Bry told Ami that he would not complete the plastering in time unless she agreed to increase his payment by a further 1,000. Ami agreed to pay the increased sum in order to
23、ensure that the job was done on time. She then thought it was only fair that she should increase the amount of money promised to Cis by the same amount. However, on completion of the work on time Ami refused to make either of the additional payments to Bry or Cis, beyond the original contractual pri
24、ce. Required: Advise Bry and Cis whether they have any rights in law to enforce Amis promise to pay them an extra 1,000. (10 marks)（分数：10.00）_正确答案：( )解析：7.Chi, Di and Fi formed an ordinary partnership to run an art gallery. Each of them paid 100,000 into the business. As Fi had no prospect of raisin
25、g any more money it was agreed between them that her maximum liability for any partnership debts would be fi xed at her original contribution of 100,000. The partnership agreement specifi cally restricted the scope of the partnership business to the sale of paintings, sculptures and other works of a
26、rt. In January 2010 Chi took 10,000 from the partnerships bank drawn on its overdraft facility. She had told the bank that the money was to fi nance a short-term partnership debt but in fact she used the money to pay for a holiday. In February Di entered into a 25,000 contract on behalf of the partn
27、ership to buy some books, which she hoped to sell in the gallery. Required: Advise Chi, Di and Fi as to their various rights and liabilities in relation to the operation of the business under partnership law. (10 marks)（分数：10.00）_正确答案：( )解析：8.Gilt Ltd is a small company with an issued share capital
28、of 100,000 1 shares held by 100 members. Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of 50,000 for ensuring that the takeover is successful. At the next boar
29、d meeting Harry convinces the other directors that the take-over bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover. In order to ensure the success of the takeover, the directors of Gilt L
30、td agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour. May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors. Required: Advise May as to the legality of the share allotment and as to what action can be taken against Harry. (10 marks)（分数：10.00）_正确答案：( )解析：
