1、ACCA 考试 F4 公司法与商法（English）真题 2011 年 6 月及答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the English legal system: （分数：10.00）(1).(a) Explain and distinguish between civil and criminal law, providing a statutory example of each category; (7 marks) （分数：5.00）_(2).(b) Ide
2、ntify the courts, below the level of the Court of Appeal, that deal with civil law and criminal law. (3 marks)（分数：5.00）_In relation to the formation of a contract explain: （分数：10.00）(1).(a) the meaning of an offer; (5 marks) （分数：5.00）_(2).(b) the circumstances under which an offer may be terminated.
3、 (5 marks)（分数：5.00）_In relation to liability under the tort of negligence explain: （分数：10.00）(1).(a) the standard of care owed by one person to another; (6 marks) （分数：5.00）_(2).(b) the defence of contributory negligence. (4 marks)（分数：5.00）_In relation to the formation of a company explain: （分数：10.00
4、）(1).(a) the role and duties of promoters, and how they are regulated; (5 marks) （分数：5.00）_(2).(b) a pre-incorporation contract, and its legal consequences. (5 marks)（分数：5.00）_With regard to payment for shares in the context of capital maintenance, explain the meaning and legal effect of the followi
5、ng: （分数：10.00）(1).(a) issuing shares at a premium; (5 marks) （分数：5.00）_(2).(b) issuing shares at a discount. (5 marks)（分数：5.00）_In relation to company regulation explain: （分数：9.99）(1).(a) the concept of corporate governance; (3 marks) （分数：3.33）_(2).(b) the role of the UK Corporate Governance Code; (
6、3 marks) （分数：3.33）_(3).(c) the role of non-executive directors within the context of the UK Corporate Governance Code. (4 marks)（分数：3.33）_In relation to employment law distinguish between and explain the meaning of: （分数：9.99）(1).(a) unfair dismissal; (5 marks) （分数：3.33）_(2).(b) constructive dismissa
7、l; (3 marks) （分数：3.33）_(3).(c) wrongful dismissal. (2 marks)（分数：3.33）_1.Ari operates a business as a designer of internet web pages for a variety of business clients. Unfortunately he has had some difficulty in recovering his full fees from a number of clients as follows: (a) Bi, a newly qualified a
8、ccountant, told Ari that although she could only raise the cash to pay half of the outstanding fees she would, as an alternative to paying the other half, do all of Aris accountancy work for the coming year. Ari reluctantly agreed to this proposal. (b) Cas, a self-employed musician, told Ari that sh
9、e could not pay any of the money she owed him. However, her father offered to pay Ari, but could only manage half of the total amount owed. Once again Ari reluctantly agreed to accept the fathers payment of the reduced sum. (c) Dex, a self-employed car mechanic, without contacting Ari, simply sent h
10、im a cheque for half of his fees stating that he, Dex, could not pay any more and that the cheque was in full settlement of his outstanding debt. Ari himself is now in financial difficulty and needs additional cash to maintain his business operation. Required: Advise Ari whether, in the context of c
11、ontract law, he can recover any of the outstanding money from Bi, Cas and Dex. (10 marks)（分数：10.00）_2.Goal Ltd is a property development company. Before its incorporation 12 months ago, its business was carried out by Hope, as a sole trader. On the formation of Goal Ltd, Hope expanded the business b
12、y asking three of his business contacts to supply additional capital in return for which they, together with Hope, became its directors. Although never formally appointed, Hope took the role and title of chief executive and the other directors left the day-to-day running of the business to him and w
13、ere happy simply to receive feedback from him at board meetings. Six months ago Hope entered into a contract, on Goal Ltds behalf, with Ima to produce plans for the redevelopment of a particular site that it hoped to acquire. However, Goal Ltd did not acquire the site and due to its current precario
14、us financial position and their fear of potential losses, the board of directors has refused to pay Ima, claiming that Hope did not have the necessary authority to enter into the contract with her. Required: Analyse the situation with regard to the authority of Hope to make contracts on behalf of Go
15、al Ltd, and, in particular, advise the board of directors of Goal Ltd if the company is liable on the contract with Ima. (10 marks)（分数：10.00）_3.On the advice of his accountant, Mat registered a private limited company to conduct his small manufacturing business in January 2010. One of the reasons fo
16、r establishing the company was to avoid liability for potential losses. The initial shareholders of the company were Mat, his wife Mary, and her father Norm, who each took 1,000 shares in the company, each with a nominal value of 1. The accountant explained that they did not have to pay the full nom
17、inal value of the shares at once, so they each paid only 25 pence per share taken, with the result that they still owed the company a further 75 pence per share to be paid at a later date. When the company was established it became apparent that it needed to borrow money from a bank to finance an ex
18、pansion in production. To that end Oop bank plc lent the company 20,000 secured by a fixed charge against the land Mat had previously transferred to the company, with an additional personal guarantee from Mat for any further debts owed by the company to the bank. Unfortunately the business has not p
19、roved successful and Mat and the other shareholders have decided that it is better to liquidate the company rather than run up any more debts. The current situation is that the companys land is worth 20,000 and it has further assets to the value of 7,750, but it has debts to business creditors of 10
20、,000 and owes the bank a further 10,000 on its bank overdraft. Required: Explain the rights of the various creditors and the potential liability of Mat, Mary and Norm. (The actual costs of winding up may be ignored.) (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（English）真题 2011 年 6 月答案解析(总分：99.98，做题时间：180
21、分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the English legal system: （分数：10.00）(1).(a) Explain and distinguish between civil and criminal law, providing a statutory example of each category; (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Identify the courts, below the level of the Court of Ap
22、peal, that deal with civil law and criminal law. (3 marks)（分数：5.00）_正确答案：( )解析：In relation to the formation of a contract explain: （分数：10.00）(1).(a) the meaning of an offer; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the circumstances under which an offer may be terminated. (5 marks)（分数：5.00）_正确答案：( )解析
23、：In relation to liability under the tort of negligence explain: （分数：10.00）(1).(a) the standard of care owed by one person to another; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the defence of contributory negligence. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the formation of a company explain: （分数：10
24、.00）(1).(a) the role and duties of promoters, and how they are regulated; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) a pre-incorporation contract, and its legal consequences. (5 marks)（分数：5.00）_正确答案：( )解析：With regard to payment for shares in the context of capital maintenance, explain the meaning and le
25、gal effect of the following: （分数：10.00）(1).(a) issuing shares at a premium; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) issuing shares at a discount. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company regulation explain: （分数：9.99）(1).(a) the concept of corporate governance; (3 marks) （分数：3.33）_正确答案：( )
26、解析：(2).(b) the role of the UK Corporate Governance Code; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the role of non-executive directors within the context of the UK Corporate Governance Code. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to employment law distinguish between and explain the meaning of: （分数：
27、9.99）(1).(a) unfair dismissal; (5 marks) （分数：3.33）_正确答案：( )解析：(2).(b) constructive dismissal; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) wrongful dismissal. (2 marks)（分数：3.33）_正确答案：( )解析：1.Ari operates a business as a designer of internet web pages for a variety of business clients. Unfortunately he has
28、 had some difficulty in recovering his full fees from a number of clients as follows: (a) Bi, a newly qualified accountant, told Ari that although she could only raise the cash to pay half of the outstanding fees she would, as an alternative to paying the other half, do all of Aris accountancy work
29、for the coming year. Ari reluctantly agreed to this proposal. (b) Cas, a self-employed musician, told Ari that she could not pay any of the money she owed him. However, her father offered to pay Ari, but could only manage half of the total amount owed. Once again Ari reluctantly agreed to accept the
30、 fathers payment of the reduced sum. (c) Dex, a self-employed car mechanic, without contacting Ari, simply sent him a cheque for half of his fees stating that he, Dex, could not pay any more and that the cheque was in full settlement of his outstanding debt. Ari himself is now in financial difficult
31、y and needs additional cash to maintain his business operation. Required: Advise Ari whether, in the context of contract law, he can recover any of the outstanding money from Bi, Cas and Dex. (10 marks)（分数：10.00）_正确答案：( )解析：2.Goal Ltd is a property development company. Before its incorporation 12 mo
32、nths ago, its business was carried out by Hope, as a sole trader. On the formation of Goal Ltd, Hope expanded the business by asking three of his business contacts to supply additional capital in return for which they, together with Hope, became its directors. Although never formally appointed, Hope
33、 took the role and title of chief executive and the other directors left the day-to-day running of the business to him and were happy simply to receive feedback from him at board meetings. Six months ago Hope entered into a contract, on Goal Ltds behalf, with Ima to produce plans for the redevelopme
34、nt of a particular site that it hoped to acquire. However, Goal Ltd did not acquire the site and due to its current precarious financial position and their fear of potential losses, the board of directors has refused to pay Ima, claiming that Hope did not have the necessary authority to enter into t
35、he contract with her. Required: Analyse the situation with regard to the authority of Hope to make contracts on behalf of Goal Ltd, and, in particular, advise the board of directors of Goal Ltd if the company is liable on the contract with Ima. (10 marks)（分数：10.00）_正确答案：( )解析：3.On the advice of his
36、accountant, Mat registered a private limited company to conduct his small manufacturing business in January 2010. One of the reasons for establishing the company was to avoid liability for potential losses. The initial shareholders of the company were Mat, his wife Mary, and her father Norm, who eac
37、h took 1,000 shares in the company, each with a nominal value of 1. The accountant explained that they did not have to pay the full nominal value of the shares at once, so they each paid only 25 pence per share taken, with the result that they still owed the company a further 75 pence per share to b
38、e paid at a later date. When the company was established it became apparent that it needed to borrow money from a bank to finance an expansion in production. To that end Oop bank plc lent the company 20,000 secured by a fixed charge against the land Mat had previously transferred to the company, with an additional personal guarantee from Mat for any further debts owed by the company to the bank. Unfortunately the business has not proved successful and Mat and the other shareholders have decided that it is better to liquidate the company rather than run up any more debts. The curren
