1、ACCA 考试 F4 公司法与商法真题 2014 年 12 月及答案解析(总分：100.00，做题时间：120 分钟)一、Section A ALL 45 q(总题数：45，分数：70.00)1.Which of of the following involves an offer which may only be accepted by performing an action?（分数：1.00）A.A collateral contractB.A unilateral contractC.A bilateral contract2.An agency relationship which
2、 is made retrospectively is referred to by which of thefollowing terms? （分数：1.00）A.Agency by estoppelB.Agency by ratificationC.Agency by necessity3.In contract law, the market rule arises in relation to which of the following?（分数：2.00）A.OfferB.ConsiderationC.RemotenessD.Mitigation4.In relation to a
3、debenture, which of the following is NOT true?（分数：2.00）A.It may be issued at a discountB.Interest on it may be paid from capitalC.It is paid after preference sharesD.It is freely transferable5.Tan writes to Yun stating that he will sell his car to him for 10,000. At the same time, Yun writes to Tan
4、stating that he will buy his car for 10,000. Which of the following statements applies to this situation?（分数：1.00）A.There is a binding agreement due to the postal ruleB.There is a collateral contractC.There is neither an agreement nor a contract6.Which of the following statements about contracts of
5、employment is true?（分数：1.00）A.They can be made either orally or in writingB.They must be made in writingC.They must be evidenced in writing7.Where directors make a false statement of solvency prior to a members voluntary liquidation, which of the following have they committed under the relevant legi
6、slation?（分数：2.00）A.A breach of criminal law with criminal penaltiesB.A breach of civil law with criminal penaltiesC.A breach of civil law with civil liabilityD.A breach of both civil and criminal law with liabilities under both8.Which of the following is the consequence when a patient signs a medica
7、l consent form before an operation?（分数：1.00）A.The patient gives up any right of action for any injury sufferedB.Any action for any injury suffered during the operation is limited to negligenceC.The level of any potential payment for any injury suffered is reduced9.Where a contract states the sum to
8、be paid in the event of a breach of contract, the stated sum is known as which of the following? （分数：2.00）A.Unliquidated damagesB.Liquidated damagesC.C Specific damagesD.Nominal damages10.Which of the following applies to the concept of enlightened shareholder value?（分数：1.00）A.It is the price shares
9、 can be expected to raise if they were to be soldB.It is the yardstick for assessing the performance of directors dutiesC.It is the standard of behaviour expected of shareholders in general meetings11.Which of the following involves a summary dismissal in relation to a contract of employment?（分数：1.0
10、0）A.Both parties agree to end the contract immediately without noticeB.The employee breaks the contract without noticeC.The employer terminates the contract without notice12.What qualification is the company secretary of a private limited company required to have? （分数：1.00）A.An appropriate legal qua
11、lificationB.An appropriate professional qualification such as ACCAC.No qualification13.Statutory redundancy payment is calculated on the basis of which of the following?（分数：1.00）A.Length of service and pay onlyB.Age and length of service onlyC.Age, length of service and pay14.In relation to wrongful
12、 trading, the standard against which the conduct of directors will be assessed is which of the following?（分数：2.00）A.Purely subjective, depending on the actual skill of the directorB.Purely objective, depending on what is expected of a director in that positionC.A mixture of subjective and objective
13、but only to increase potential liabilityD.A mixture of subjective and objective but only to reduce potential liability15.Which of the following statements as regards an acceptance of an offer subject to contract is true?（分数：1.00）A.It binds the offerorB.It binds neither partyC.It binds both parties16
14、.Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?（分数：1.00）A.The objective standard of a newly qualified driver, lack of experience will be taken into accountB.The objective standard of a competent driver, lack of experience
15、 will not be taken into accountC.The subjective standard of actual ability17.Which of the following are ordinary partnerships UNABLE to create in relation to their property? （分数：1.00）A.MortgagesB.Fixed chargesC.Floating charges18.Which of the following courts deal with civil law matters ONLY?（分数：1.0
16、0）A.The Crown CourtB.The magistrates courtC.The county court19.Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo. Which of the following types of consideration has Mia provided?（分数：1.00）A.Executed considerationB.Executory considerationC.Past consi
17、deration20.Which of the following requires court approval before the appointment of an administrator? （分数：2.00）A.CreditorsB.Holders of floating chargesC.The directors of the companyD.The company itself21.Which of the following is an English court NORMALLY bound to follow?（分数：2.00）A.An obiter stateme
18、nt of a higher courtB.A ratio of a lower courtC.A ratio of a court at the same levelD.An obiter statement of the Supreme Court22.Which of the following courts hear appeals from the magistrates court? (1) County court (2) Crown Court (3) High Court（分数：2.00）A.(1) and (2) onlyB.(2) and (3) onlyC.(1) an
19、d (3) onlyD.(1), (2) and (3)23.Which of the following is NOT an automatic consequence of a compulsory winding up order against a public limited company?（分数：2.00）A.Transfers of shareholdings are suspendedB.Liquidation is deemed to start on the date of the issuing of the orderC.Directors cease to exer
20、cise any management powerD.Employees are immediately dismissed24.Which TWO of the following apply to shares of companies whose names end in Ltd? (1) They may not be issued to non-members (2) They may not be offered to the public (3) They may not be transferred (4) They may not be traded on the stock
21、 exchange （分数：2.00）A.(1) and (2)B.(2) and (3)C.(1) and (4)D.(2) and (4)25.Which of the following statements regarding the age limits for serving as a director in a public limited company is true?（分数：2.00）A.Minimum age 16 years and no maximum ageB.Minimum age 21 years and no maximum ageC.Minimum age
22、21 years and maximum age 75 yearsD.Minimum age 16 years and maximum age 75 years26.Which TWO of the following are private law actions? (1) Those between individuals (2) Those between business organisations (3) Those between individuals and the state（分数：1.00）A.(1) and (2)B.(1) and (3)C.(2) and (3)27.
23、In which procedure does a liquidation committee operate? (1) Compulsory liquidation (2) A members voluntary liquidation (3) A creditors voluntary liquidation (4) Administration（分数：2.00）A.(1) and (2)B.(2) and (4)C.(1) and (3)D.(3) and (4)28.The category of treasury shares comes into existence under w
24、hich of the following circumstances?（分数：2.00）A.They are issued as such by a private companyB.They are issued as such by a public companyC.They are purchased as such by the exchequerD.They are purchased as such by a private or public company29.Which of the following is NOT a source of English law? （分
25、数：1.00）A.CustomB.EquityC.Public law30.Which of the following are owed a duty of care by auditors when preparing a companys audit report?（分数：2.00）A.A potential investor with no current holdingB.An existing shareholder looking to increase their holdingC.A company looking to make a takeover bid for the
26、 companyD.The company and the existing shareholders in the company as a body31.In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business. Which of the following will allow the employee to reject the employment
27、 offered and claim redundancy? （分数：1.00）A.The alternative was suitable but the employee reasonably felt that it was not of the same statusB.The alternative was suitable but the employee refused to consider itC.The alternative was suitable but the employees grounds for refusing to accept it were unre
28、asonable32.hich TWO of the following are reasons for dismissal which must be justified as FAIR? (1) Capability or qualifications of the employee (2) Legal prohibitions relating to the employee (3) Refusal of the employee to join a trade union (4) Taking part in unofficial industrial action （分数：2.00）
29、A.(1) and (2)B.(1) and (3)C.(2) and (3)D.(2) and (4)33.What type of contract does an employee have?（分数：2.00）A.A contract for serviceB.A contract of serviceC.A contract for servicesD.A contract of services34.Which of the following describes a pre-contractual statement which does NOT form a term of a
30、contract but induces the contract?（分数：2.00）A.A conditionB.A warrantyC.A representationD.An innominate term35.Which of the following exists as a separate legal entity from its members?（分数：1.00）A.An ordinary partnershipB.A limited partnershipC.A limited liability partnership36.Which of the following m
31、ust a private company ALWAYS have?（分数：2.00）A.SharesB.Limited liabilityC.A company secretaryD.A registration certificate37.A breach of a contractual warranty enables the injured party to do which of the following?（分数：2.00）A.To sue for damages onlyB.To sue for damages or terminate the contractC.To sue
32、 for damages and terminate the contractD.To terminate the contract only38.n relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care? (1) The claimant suffered a financial loss (2) The harm suffered was reasonably foreseeable (
33、3) A relationship of proximity existed between the parties (4) The claimant did not consent to cause the injury suffered（分数：2.00）A.(1) and (2)B.(1) and (3)C.(2) and (3)D.(2) and (4)39.In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volenti
34、non fit injuria?（分数：2.00）A.It removes the requirement to pay damagesB.It reverses the burden of proof as to who can claim damagesC.It increases the level of damagesD.It decreases the level of damages40.Which of the following actions is open to a party who has only partly performed work under a contr
35、act?（分数：2.00）A.Quantum meruitB.Action for the priceC.DamagesD.Restitution41.Which of the following is an example of the purposive approach to statutory interpretation? （分数：1.00）A.The mischief ruleB.The literal ruleC.The golden rule42.Which is the correct minimum period of notice an employee is entit
36、led to after five years service?（分数：2.00）A.One calendar monthB.Five weeksC.Ten weeksD.Five calendar months43.In relation to agency law, warrant of authority is provided by which of the following?（分数：1.00）A.The agentB.The principalC.The third party44.Which of the following correctly applies to the bu
37、rden of proof in a criminal case?（分数：2.00）A.It must be proved beyond reasonable doubtB.It must be proved on the balance of probabilitiesC.It lies with the prosecutionD.It lies with the defence45.Where a business includes a term in a contract which excludes liability for death and personal injuries t
38、hrough negligence, which of the following states the effect of the term? （分数：2.00）A.It is invalidB.It is invalid unless it is reasonable in the circumstances of the caseC.It is valid only if specifically brought to the attention of the other partyD.It is valid if it is clearly included in the contra
39、ct terms二、Section B ALL FIVE(总题数：5，分数：30.00)Ann owns a shop selling prints. She placed an advertisement in the Friday edition of her local paper stating: Unique opportunity to own a Bell print for 500 cash. Offer valid for one day only tomorrow Saturday. When Con saw the advert, he immediately poste
40、d a letter of acceptance. On Saturday, Di asked Ann if she would take a cheque for 500, but she refused to accept the cheque and told her she could not have the print. Later that day Ann sold the print to Evi. On Monday morning Cons letter arrived. Required: In the context of the rules governing the
41、 creation of contracts:（分数：6.00）(1).(a) Describe the precise legal nature of Anns advertisement; (2 marks)（分数：2.00）_(2).(b) Explain whether Con has any right of action against Ann; (2 marks)（分数：2.00）_(3).(c) Explain whether Di has any right of action against Ann. (2 marks) （分数：2.00）_Fred is a member
42、 of Glad Ltd, a small publishing company, holding 100 of its 500 shares. The other 400 shares are held by four other members. It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from the company. To that end
43、they propose to alter the articles of association to include a new power to require any member to transfer their shares for fair value to the other members upon the passing of a resolution so to do. Required:（分数：6.00）(1).(a) State the procedure which Glad Ltd must follow to alter its articles of ass
44、ociation. (2 marks)（分数：2.00）_(2).(b) Explain the effect of the requirement that any alteration to a companys articles of association must be for the benefit of the company as a whole. (2 marks)（分数：2.00）_(3).(c) Explain whether or not the articles of association of Glad Ltd can be altered as proposed
45、.(2 marks)（分数：2.00）_Three years ago Ho subscribed for shares in two companies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per 1 share when he took the shares and was assured that he would not be required to make any further payment on them to Ice L
46、td and the company passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors. In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per 1 share. The shares are currently trading at 75 p
47、ence per share. Required:（分数：6.00）(1).(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)（分数：2.00）_(2).(b) Explain the meaning and purposes of a share premium account.(2 marks)（分数：2.00）_(3).(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks) （分数：2.00）_
