1、ACCA 考试 F4 公司法与商法（English）真题 2012 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：10，分数：100.00)1.In relation to the English legal system explain the main sources of law.(10 marks)（分数：10.00）_In the context of the award of damages for breach of contract describe the rules relating to: （分数：
2、10.00）(1).(a) remoteness of damage; (5 marks) （分数：5.00）_(2).(b) the measure of damages. (5 marks)（分数：5.00）_In the context of the law of torts explain:（分数：10.00）(1).(a) the general meaning of tort; (2 marks)（分数：5.00）_(2).(b) the specific meaning of the torts of: (i) negligence; (4 marks) (ii) passing
3、 off. (4 marks)（分数：5.00）_In the context of a companys formation and constitution, explain the nature and purpose of the following documents:（分数：9.99）(1).(a) the memorandum of association; (2 marks) （分数：3.33）_(2).(b) the application for registration; (4 marks) （分数：3.33）_(3).(c) the articles of associ
4、ation. (4 marks)（分数：3.33）_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 limited company can reduce its capital, and the procedures through which this can be done. (6 mar
5、ks)（分数：5.00）_2.In the context of companies in financial difficulty, explain the meaning, effect and rules relating to the operation of administration as an alternative to winding up. (10 marks)（分数：10.00）_In relation to employment law and the dismissal of employees explain: （分数：10.00）(1).(a) the grou
6、nds upon which dismissal may be fair; (5 marks) （分数：5.00）_(2).(b) the grounds upon which dismissal will be automatically unfair. (5 marks)（分数：5.00）_Ali is a dealer in Persian rugs. As his business has been rather slow, he placed an advertisement in the Saturday edition of his local paper stating: On
7、ce in a lifetime opportunity to own a handmade Persian antique rug for only 1,500 cash only. This is a serious offer the rug will go to the first person who accepts it offer valid for one day only today Saturday. When Bud saw the advert, he immediately posted a letter of acceptance of Alis offer in
8、order to make sure he got the rug. Cil also saw the advert and after inspecting the rug offered Ali a cheque for 1,500, but he refused to accept the cheque and told her she could not have the rug. Later in the day, Das asked Ali if he would keep the offer open until he could get to his bank to arran
9、ge a loan. Ali agreed, but subsequently, when Ed offered to pay 2,000 in cash for the rug, Ali sold the rug to him. On Monday morning Buds letter arrived, and Das returned to complete his purchase of the rug. Required: In the context of the rules governing the creation of contracts, advise:（分数：10.00
10、）(1).(a) as to the precise legal nature of Alis advertisement; (4 marks) （分数：2.50）_(2).(b) whether Bud has entered into a binding contract with Ali; (2 marks) （分数：2.50）_(3).(c) whether Cil has any right of action against Ali; (2 marks) （分数：2.50）_(4).(d) whether Das has any right of action against Al
11、i. (2 marks)（分数：2.50）_3.In 2010 Fay, Gus and Het formed a private limited company, FGH Ltd, to carry out technological research. They each took 100 shares in the company and each of them became a director in the company. In January 2012 Fay admitted that she had been working with a much larger rival
12、 company, Ix plc, and that she had passed on some of FGH Ltds research results to Ix plc in return for substantial payment. Fay maintains that she has done no harm, as FGH Ltd was not capable of using the information. Nonetheless, Gus and Het are extremely angered by Fays actions. Required: Advise G
13、us and Het as to any grounds, and the procedure, for taking action against Fay and the nature of any remedies that may be available in the light of her conduct. Note: any possible action against Ix plc under the Bribery Act 2010 may be ignored for the purposes of this question. (10 marks)（分数：10.00）_
14、4.Jaz plc is listed on the London Stock Exchange. Kip works for Jaz plc as an accountant. Whilst drawing up the annual accounts, Kip noticed that Jaz plcs profits were better than anyone could have expected. As a consequence of this knowledge, he bought shares in Jaz plc before its good results were
15、 announced. He made a substantial profit on the share dealing. Kip also told his friend Lu about the results before they were announced. Lu also bought shares in Jaz plc. Required: In the context of the criminal law relating to insider dealing, analyse the actions and potential liability of Kip and
16、Lu. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（English）真题 2012 年 12 月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)1.In relation to the English legal system explain the main sources of law.(10 marks)（分数：10.00）_正确答案：( )解析：In the context of the award of damages for breach of contract d
17、escribe the rules relating to: （分数：10.00）(1).(a) remoteness of damage; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the measure of damages. (5 marks)（分数：5.00）_正确答案：( )解析：In the context of the law of torts explain:（分数：10.00）(1).(a) the general meaning of tort; (2 marks)（分数：5.00）_正确答案：( )解析：(2).(b) the spec
18、ific meaning of the torts of: (i) negligence; (4 marks) (ii) passing off. (4 marks)（分数：5.00）_正确答案：( )解析：In the context of a companys formation and constitution, explain the nature and purpose of the following documents:（分数：9.99）(1).(a) the memorandum of association; (2 marks) （分数：3.33）_正确答案：( )解析：(2
19、).(b) the application for registration; (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the articles of association. (4 marks)（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 bo
20、th a private and a public limited company can reduce its capital, and the procedures through which this can be done. (6 marks)（分数：5.00）_正确答案：( )解析：2.In the context of companies in financial difficulty, explain the meaning, effect and rules relating to the operation of administration as an alternativ
21、e to winding up. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law and the dismissal of employees explain: （分数：10.00）(1).(a) the grounds upon which dismissal may be fair; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the grounds upon which dismissal will be automatically unfair. (5 marks)（分数：5.
22、00）_正确答案：( )解析：Ali is a dealer in Persian rugs. As his business has been rather slow, he placed an advertisement in the Saturday edition of his local paper stating: Once in a lifetime opportunity to own a handmade Persian antique rug for only 1,500 cash only. This is a serious offer the rug will go
23、to the first person who accepts it offer valid for one day only today Saturday. When Bud saw the advert, he immediately posted a letter of acceptance of Alis offer in order to make sure he got the rug. Cil also saw the advert and after inspecting the rug offered Ali a cheque for 1,500, but he refuse
24、d to accept the cheque and told her she could not have the rug. Later in the day, Das asked Ali if he would keep the offer open until he could get to his bank to arrange a loan. Ali agreed, but subsequently, when Ed offered to pay 2,000 in cash for the rug, Ali sold the rug to him. On Monday morning
25、 Buds letter arrived, and Das returned to complete his purchase of the rug. Required: In the context of the rules governing the creation of contracts, advise:（分数：10.00）(1).(a) as to the precise legal nature of Alis advertisement; (4 marks) （分数：2.50）_正确答案：( )解析：(2).(b) whether Bud has entered into a
26、binding contract with Ali; (2 marks) （分数：2.50）_正确答案：( )解析：(3).(c) whether Cil has any right of action against Ali; (2 marks) （分数：2.50）_正确答案：( )解析：(4).(d) whether Das has any right of action against Ali. (2 marks)（分数：2.50）_正确答案：( )解析：3.In 2010 Fay, Gus and Het formed a private limited company, FGH Lt
27、d, to carry out technological research. They each took 100 shares in the company and each of them became a director in the company. In January 2012 Fay admitted that she had been working with a much larger rival company, Ix plc, and that she had passed on some of FGH Ltds research results to Ix plc
28、in return for substantial payment. Fay maintains that she has done no harm, as FGH Ltd was not capable of using the information. Nonetheless, Gus and Het are extremely angered by Fays actions. Required: Advise Gus and Het as to any grounds, and the procedure, for taking action against Fay and the na
29、ture of any remedies that may be available in the light of her conduct. Note: any possible action against Ix plc under the Bribery Act 2010 may be ignored for the purposes of this question. (10 marks)（分数：10.00）_正确答案：( )解析：4.Jaz plc is listed on the London Stock Exchange. Kip works for Jaz plc as an
30、accountant. Whilst drawing up the annual accounts, Kip noticed that Jaz plcs profits were better than anyone could have expected. As a consequence of this knowledge, he bought shares in Jaz plc before its good results were announced. He made a substantial profit on the share dealing. Kip also told his friend Lu about the results before they were announced. Lu also bought shares in Jaz plc. Required: In the context of the criminal law relating to insider dealing, analyse the actions and potential liability of Kip and Lu. (10 marks)（分数：10.00）_正确答案：( )解析：
