1、ACCA 考试 F4 公司法与商法（English）真题 2014 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)(1).(a) In relation to the English legal system, explain the meaning of: (i) criminal law; (3 marks) (ii) civil law. (3 marks)（分数：5.00）_(2).(b) Explain the hierarchy of courts dealing with crimi
2、nal law. (4 marks)（分数：5.00）_In relation to the law of contract, explain the rules relating to:（分数：10.00）(1).(a) acceptance of an offer; (6 marks)（分数：5.00）_(2).(b) revocation of an offer. (4 marks)（分数：5.00）_In relation to the TORT OF NEGLIGENCE, explain:（分数：10.00）(1).(a) the standard of care owed by
3、one person to another; (6 marks)（分数：5.00）_(2).(b) remoteness of damage. (4 marks)（分数：5.00）_In the context of payment for shares issued by a company, explain the meaning and legal effect of the following:（分数：9.99）(1).(a) capital maintenance; (2 marks)（分数：3.33）_(2).(b) issuing shares at a premium; (4
4、marks)（分数：3.33）_(3).(c) issuing shares at a discount. (4 marks)（分数：3.33）_In the context of partnership law, focusing particularly on the liability of the members, explain each of the following:（分数：9.99）(1).(a) an ordinary partnership; (2 marks)（分数：3.33）_(2).(b) a limited partnership; (3 marks)（分数：3.
5、33）_(3).(c) a limited liability partnership. (5 marks)（分数：3.33）_In relation to company law:（分数：10.00）(1).(a) explain the meaning of, and procedures involved in, voluntary liquidation; and (6 marks)（分数：5.00）_(2).(b) explain and distinguish between: (i) a members voluntary liquidation; (2 marks) (ii)
6、a creditors voluntary liquidation. (2 marks)（分数：5.00）_1.In relation to employment law, explain the meaning of redundancy and the rules which govern it. (10 marks)（分数：10.00）_2.Apt Ltd is a small independent book company, which specialises in publishing modern poetry. In January 2013 it signed a contr
7、act with a new poet, called Bel, to publish her second book of poems in August 2014. In March 2013, Bel won a prestigious award for her first book of poems, which had been published privately. In the light of the fame which now attached to Bel, Apt Ltd launched an extensive advertising campaign publ
8、icising the forthcoming book. The campaign was expensive, costing 50,000, but it was successful in generating great interest. As a result, Apt Ltd won a contract to supply a large book club with 100,000 copies of the book, which would make them a profit of 250,000. Unfortunately in May 2014, Bel inf
9、ormed Apt Ltd that she would not be able to supply the manuscript to it as she had signed a more rewarding contract with Cax plc, a very large publishing company. Required: In the context of Bels anticipatory breach of contract, explain any possible remedies open to Apt Ltd. (10 marks)（分数：10.00）_3.C
10、y is a member of the board of directors of Dix plc, a construction company. He also has a significant shareholding in Fox Ltd, a company specialising in supplying building material. Last year Dix plc entered into a contract to buy a large consignment of concrete from Fox Ltd. Cy attended the board m
11、eeting which approved the contract and voted in favour of it, without revealing any link with Fox Ltd. The contract price was substantially above the market price and Fox Ltd made a considerable profit on the contract. Required: In the context of directors duties, advise Dix plc whether Cy has breac
12、hed any of his directors duties, and as to any action which might be taken against him. (10 marks)（分数：10.00）_4.Gim and Hom formed an online supply company, IMP Ltd, in 2010 and have been its sole directors since then. The business has never made a profit and has only managed to carry on trading by u
13、sing its 50,000 overdraft facility with Just Bank plc. In January 2012, IMP Ltd entered into a large deal and by October 2012 it was obvious that it had lost 100,000 on the contract. Gim and Hom treated the loss as merely unfortunate and carried on trading although this meant unilaterally ignoring t
14、he limit on their agreed overdraft with Just Bank plc, and delaying the payments on their other outstanding contracts. They justified their decision on the grounds that they could recover all their losses to date from the profits of a new contract. Unfortunately, their optimism was misplaced and the
15、 new contract lost an additional 100,000. In February 2014 Gim and Hom applied to have IMP Ltd wound up, owing debts of 250,000. The realisable value of the companys assets is 10,000. Required: Analyse the above situation from the perspective of Gim and Homs potential liability for either fraudulent
16、 or wrongful trading under the Insolvency Act 1986. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（English）真题 2014 年 6 月答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)(1).(a) In relation to the English legal system, explain the meaning of: (i) criminal law; (3 marks) (ii) civil law. (3 ma
17、rks)（分数：5.00）_正确答案：( )解析：(2).(b) Explain the hierarchy of courts dealing with criminal law. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of contract, explain the rules relating to:（分数：10.00）(1).(a) acceptance of an offer; (6 marks)（分数：5.00）_正确答案：( )解析：(2).(b) revocation of an offer. (4 marks
18、)（分数：5.00）_正确答案：( )解析：In relation to 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) remoteness of damage. (4 marks)（分数：5.00）_正确答案：( )解析：In the context of payment for shares issued by a company, explain the m
19、eaning and legal effect of the following:（分数：9.99）(1).(a) capital maintenance; (2 marks)（分数：3.33）_正确答案：( )解析：(2).(b) issuing shares at a premium; (4 marks)（分数：3.33）_正确答案：( )解析：(3).(c) issuing shares at a discount. (4 marks)（分数：3.33）_正确答案：( )解析：In the context of partnership law, focusing particularly
20、 on the liability of the members, explain each of the following:（分数：9.99）(1).(a) an ordinary partnership; (2 marks)（分数：3.33）_正确答案：( )解析：(2).(b) a limited partnership; (3 marks)（分数：3.33）_正确答案：( )解析：(3).(c) a limited liability partnership. (5 marks)（分数：3.33）_正确答案：( )解析：In relation to company law:（分数：1
21、0.00）(1).(a) explain the meaning of, and procedures involved in, voluntary liquidation; and (6 marks)（分数：5.00）_正确答案：( )解析：(2).(b) explain and distinguish between: (i) a members voluntary liquidation; (2 marks) (ii) a creditors voluntary liquidation. (2 marks)（分数：5.00）_正确答案：( )解析：1.In relation to emp
22、loyment law, explain the meaning of redundancy and the rules which govern it. (10 marks)（分数：10.00）_正确答案：( )解析：2.Apt Ltd is a small independent book company, which specialises in publishing modern poetry. In January 2013 it signed a contract with a new poet, called Bel, to publish her second book of
23、poems in August 2014. In March 2013, Bel won a prestigious award for her first book of poems, which had been published privately. In the light of the fame which now attached to Bel, Apt Ltd launched an extensive advertising campaign publicising the forthcoming book. The campaign was expensive, costi
24、ng 50,000, but it was successful in generating great interest. As a result, Apt Ltd won a contract to supply a large book club with 100,000 copies of the book, which would make them a profit of 250,000. Unfortunately in May 2014, Bel informed Apt Ltd that she would not be able to supply the manuscri
25、pt to it as she had signed a more rewarding contract with Cax plc, a very large publishing company. Required: In the context of Bels anticipatory breach of contract, explain any possible remedies open to Apt Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：3.Cy is a member of the board of directors of Dix plc,
26、a construction company. He also has a significant shareholding in Fox Ltd, a company specialising in supplying building material. Last year Dix plc entered into a contract to buy a large consignment of concrete from Fox Ltd. Cy attended the board meeting which approved the contract and voted in favo
27、ur of it, without revealing any link with Fox Ltd. The contract price was substantially above the market price and Fox Ltd made a considerable profit on the contract. Required: In the context of directors duties, advise Dix plc whether Cy has breached any of his directors duties, and as to any actio
28、n which might be taken against him. (10 marks)（分数：10.00）_正确答案：( )解析：4.Gim and Hom formed an online supply company, IMP Ltd, in 2010 and have been its sole directors since then. The business has never made a profit and has only managed to carry on trading by using its 50,000 overdraft facility with J
29、ust Bank plc. In January 2012, IMP Ltd entered into a large deal and by October 2012 it was obvious that it had lost 100,000 on the contract. Gim and Hom treated the loss as merely unfortunate and carried on trading although this meant unilaterally ignoring the limit on their agreed overdraft with J
30、ust Bank plc, and delaying the payments on their other outstanding contracts. They justified their decision on the grounds that they could recover all their losses to date from the profits of a new contract. Unfortunately, their optimism was misplaced and the new contract lost an additional 100,000.
31、 In February 2014 Gim and Hom applied to have IMP Ltd wound up, owing debts of 250,000. The realisable value of the companys assets is 10,000. Required: Analyse the above situation from the perspective of Gim and Homs potential liability for either fraudulent or wrongful trading under the Insolvency Act 1986. (10 marks)（分数：10.00）_正确答案：( )解析：
