1、ACCA考试 F4公司法与商法（Global）真题 2010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)Explain the meaning and role of the following international organisations paying particular attention to their dispute resolving functions:（分数：10.00）(1).(a) ICC; (5 marks) （分数：5.00）_(2).(b) WTO. (5 m
2、arks)（分数：5.00）_In relation to the UNCITRAL Model Law on International Commercial Arbitration, explain:（分数：10.00）(1).(a) the implications of the requirement that an arbitration agreement has to be in writing; (6 marks) （分数：5.00）_(2).(b) how arbitration awards may be enforced. (4 marks)（分数：5.00）_Withi
3、n the context of the UN Convention on Contracts for the International Sale of Goods, explain:（分数：10.00）(1).(a) how an offer may be accepted; (5 marks) （分数：5.00）_(2).(b) when acceptance becomes effective. (5 marks)（分数：5.00）_In relation to the ICC Incoterms, explain the meaning and effect of the follo
4、wing:（分数：9.99）(1).(a) EXW; (3 marks) （分数：3.33）_(2).(b) FOB; (3 marks) （分数：3.33）_(3).(c) CIF. (4 marks)（分数：3.33）_1.Explain the documents necessary, and the procedure to be followed, in registering a public limited company. (10 marks)（分数：10.00）_Explain the meaning of the following terms in company law
5、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).(c) a fl oating charge. (4 marks)（分数：3.33）_2.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
6、 (10 marks)（分数：10.00）_3.Axel is a German manufacturer who uses hydrochloric acid in his manufacturing process. In January 2010 he entered into a contract with Boris, a Russian wholesaler of chemicals, for the supply of 100 tonnes of hydrochloric acid to be delivered to his factory in Germany by 1 A
7、pril. In March Boris found out that his supplier, the company, which actually manufactured the acid, was engaged in a long-standing industrial dispute and would not be able to supply the acid. When Boris failed to deliver the acid by the agreed date Axel was forced to buy an alternative supply of ac
8、id to keep his production process operating. The cost of the replacement acid was considerably higher than the price agreed in the contract with Boris. As a result Axel intends suing Boris for breach of contract, claiming compensation for damages, consisting of the difference between the price of th
9、e acid established in the contract and the price at which he was obliged to purchase the acid from the third party. Boris denies any liability, claiming that the failure to supply the acid was due to circumstances beyond his control. Required: Within the context of Article 79 of the UN Convention on
10、 Contracts for the International Sale of Goods, advise the parties on the extent to which an impediment beyond their control may allow a person to avoid liability for breach of contract, and whether or not Boris will be liable for the damages suffered by Axel. (10 marks)（分数：10.00）_4.Chi, Di and Fi f
11、ormed an 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
12、 agreement 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 partne
13、rship 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 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 operati
14、on of the business under partnership law. (10 marks)（分数：10.00）_5.Gilt Co is a small company with an issued share capital of 100,000 $1 shares held by 100 members. Harry the managing director of Gilt Co has been approached by Itt Co in respect of its making a takeover bid for Gilt Co. Itt Co has give
15、n Harry 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 takeover bid is in the long-term interest of Gilt Co, but they are concerned that the holders of the majority of the issued shar
16、e capital will not approve of the takeover. In order to ensure the success of the takeover, the directors agree that they should allot suffi cient new shares to Itt Co to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt Co, a general meeting
17、is called to consider the takeover and it is approved, with Itt Co voting in favour. May, a substantial shareholder in Gilt Co has subsequently found out about the actions of Itt Co, Harry and the other directors. Required: Advise May as to the legality of the share allotment and as to what action c
18、an be taken against Harry. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Global）真题 2010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)Explain the meaning and role of the following international organisations paying particular attention to their dispute resolving functions:（分数：10.00）(1)
19、a) ICC; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) WTO. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the UNCITRAL Model Law on International Commercial Arbitration, explain:（分数：10.00）(1).(a) the implications of the requirement that an arbitration agreement has to be in writing; (6 marks) （分数：5.00）_正确答
20、案：( )解析：(2).(b) how arbitration awards may be enforced. (4 marks)（分数：5.00）_正确答案：( )解析：Within the context of the UN Convention on Contracts for the International Sale of Goods, explain:（分数：10.00）(1).(a) how an offer may be accepted; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) when acceptance becomes effec
21、tive. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the ICC Incoterms, explain the meaning and effect of the following:（分数：9.99）(1).(a) EXW; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) FOB; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) CIF. (4 marks)（分数：3.33）_正确答案：( )解析：1.Explain the documents necessary, and the
22、 procedure to be followed, in registering a public limited company. (10 marks)（分数：10.00）_正确答案：( )解析：Explain the meaning of the following terms in 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 charg
23、e. (4 marks)（分数：3.33）_正确答案：( )解析：2.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）_正确答案：( )解析：3.Axel is a German manufacturer who uses hydrochloric acid in his manufactur
24、ing process. In January 2010 he entered into a contract with Boris, a Russian wholesaler of chemicals, for the supply of 100 tonnes of hydrochloric acid to be delivered to his factory in Germany by 1 April. In March Boris found out that his supplier, the company, which actually manufactured the acid
25、 was engaged in a long-standing industrial dispute and would not be able to supply the acid. When Boris failed to deliver the acid by the agreed date Axel was forced to buy an alternative supply of acid to keep his production process operating. The cost of the replacement acid was considerably high
26、er than the price agreed in the contract with Boris. As a result Axel intends suing Boris for breach of contract, claiming compensation for damages, consisting of the difference between the price of the acid established in the contract and the price at which he was obliged to purchase the acid from
27、the third party. Boris denies any liability, claiming that the failure to supply the acid was due to circumstances beyond his control. Required: Within the context of Article 79 of the UN Convention on Contracts for the International Sale of Goods, advise the parties on the extent to which an impedi
28、ment beyond their control may allow a person to avoid liability for breach of contract, and whether or not Boris will be liable for the damages suffered by Axel. (10 marks)（分数：10.00）_正确答案：( )解析：4.Chi, Di and Fi formed an ordinary partnership to run an art gallery. Each of them paid $100,000 into the
29、 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 specifi cally restricted the scope of the partnership business to the sale of
30、 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 but in fact she used the money to pay for a holiday. In February Di entered i
31、nto 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 business under partnership law. (10 marks)（分数：10.00）_正确答案：( )解析：5.Gilt Co is a
32、 small company with an issued share capital of 100,000 $1 shares held by 100 members. Harry the managing director of Gilt Co has been approached by Itt Co in respect of its making a takeover bid for Gilt Co. Itt Co has given Harry what is described as a facility fee of $50,000 for ensuring that the
33、takeover is successful. At the next board meeting Harry convinces the other directors that the takeover bid is in the long-term interest of Gilt Co, 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
34、 the takeover, the directors agree that they should allot suffi cient new shares to Itt Co to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt Co, a general meeting is called to consider the takeover and it is approved, with Itt Co voting in favour. May, a substantial shareholder in Gilt Co has subsequently found out about the actions of Itt Co, 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：
