1、ACCA 考试 F4 公司法与商法（Botswana）真题 2011 年 12 月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Botswana legal system: （分数：10.00）(1).(a) discuss judicial precedent as a source of law; and (4 marks) （分数：5.00）_(2).(b) explain the advantages and disadvantages of judicial
2、 precedent. (6 marks)（分数：5.00）_In relation to the law of contract: （分数：10.00）(1).(a) Define terms. (3 marks) （分数：5.00）_(2).(b) Explain and distinguish between the three classifications of contractual terms. (7 marks)（分数：5.00）_In relation to company law: （分数：10.00）(1).(a) discuss the procedure of app
3、ointing company auditors; and (4 marks) （分数：5.00）_(2).(b) explain the powers and duties of company auditors. (6 marks)（分数：5.00）_1.In relation to company law, compare and contrast administration and winding up of companies. (10 marks)（分数：10.00）_2.In company law, illustrate the effects of incorporatio
4、n. (10 marks)（分数：10.00）_In relation to company law: （分数：10.00）(1).(a) Define a share. (4 marks) （分数：5.00）_(2).(b) Discuss the meaning of share capital. (6 marks)（分数：5.00）_3.Explain the meaning of delict; and distinguish a delictual act from a breach of contract or a criminal act. (10 marks)（分数：10.00
5、）_4.Thapelo and Mmusi form a company, TM Developments, for the purpose of developing a residential complex in Gaborone. Thapelo contributes half of the capital but plays no further active role in the business. Thapelo and Mmusi are both directors of the company. Each one of them nominates another di
6、rector bringing the number of directors on the board to four. Although the constitution of the company provides that the directors may appoint one of their number as managing director, the four directors of TM Developments do not appoint a managing director. Instead, the directors leave the day-to-d
7、ay management of the company to Mmusi. Mmusi engaged Horizon Architects to prepare plans for the residential development. Once the plans were completed, Horizon Architects demanded payment from TM Developments. TM Developments declined to pay Horizon Architects claiming that Mmusi had no authority t
8、o engage Horizon Architects. Horizon Architects approaches you for advice on TM Developments possible liability for the work done. Required: Advise Horizon Architects. (10 marks)（分数：10.00）_5.Modisakgotla runs a bakery. He has employed Tiro as a baker. Since Tiro took up employment, he frequently abs
9、ents himself from work and he is rarely punctual. When confronted about his poor timekeeping and frequent absences from duty, Tiro blames his conduct on traffic jams, foul weather and occasional visits to the clinic. Modisakgotla has since discovered that the real reason behind Tiros regular absence
10、s and lack of punctuality is that Tiro is working as a baker in Tiro and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the advantages and disadvantages of judicial precedent. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of contract: （分数：10.00）(1).(a) Define terms. (3 marks) （分数：5.00）_正确答案：(
11、 )解析：(2).(b) Explain and distinguish between the three classifications of contractual terms. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) discuss the procedure of appointing company auditors; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the powers and duties of c
12、ompany auditors. (6 marks)（分数：5.00）_正确答案：( )解析：1.In relation to company law, compare and contrast administration and winding up of companies. (10 marks)（分数：10.00）_正确答案：( )解析：2.In company law, illustrate the effects of incorporation. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to company law: （分数：10.
13、00）(1).(a) Define a share. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the meaning of share capital. (6 marks)（分数：5.00）_正确答案：( )解析：3.Explain the meaning of delict; and distinguish a delictual act from a breach of contract or a criminal act. (10 marks)（分数：10.00）_正确答案：( )解析：4.Thapelo and Mmusi form
14、 a company, TM Developments, for the purpose of developing a residential complex in Gaborone. Thapelo contributes half of the capital but plays no further active role in the business. Thapelo and Mmusi are both directors of the company. Each one of them nominates another director bringing the number
15、 of directors on the board to four. Although the constitution of the company provides that the directors may appoint one of their number as managing director, the four directors of TM Developments do not appoint a managing director. Instead, the directors leave the day-to-day management of the compa
16、ny to Mmusi. Mmusi engaged Horizon Architects to prepare plans for the residential development. Once the plans were completed, Horizon Architects demanded payment from TM Developments. TM Developments declined to pay Horizon Architects claiming that Mmusi had no authority to engage Horizon Architect
17、s. Horizon Architects approaches you for advice on TM Developments possible liability for the work done. Required: Advise Horizon Architects. (10 marks)（分数：10.00）_正确答案：( )解析：5.Modisakgotla runs a bakery. He has employed Tiro as a baker. Since Tiro took up employment, he frequently absents himself fr
18、om work and he is rarely punctual. When confronted about his poor timekeeping and frequent absences from duty, Tiro blames his conduct on traffic jams, foul weather and occasional visits to the clinic. Modisakgotla has since discovered that the real reason behind Tiros regular absences and lack of p
19、unctuality is that Tiro is working as a baker in Tiro & Tiro Bakery, a business owned and managed by Tiros wife. Modisakgotla recently suffered a financial setback resulting from the fact that his main customer, Moeding School, is purchasing half the number of loaves that it did on a daily basis. Mo
20、disakgotla has discovered that Tiro & Tiro Bakery are now supplying Moeding School with bread. Modisakgotla dismissed Tiro. Tiro has challenged his dismissal at the Industrial Court. Modisakgotla has approached you seeking advice as to whether the termination was substantively unlawful. Required: Ad
21、vise Modisakgotla. (10 marks)（分数：10.00）_正确答案：( )解析：6.Maria is a shareholder and director in MainTel, a public cell phone company operating in Botswana, which has recently experienced severe losses in profits. She is aware that MainTel is engaged in confidential negotiations to take over a smaller pu
22、blic cell service provider in the market, Mogalacom. Should the takeover be successful, MainTels market share in Botswana will increase to 70% resulting in greater returns for shareholders. Kopano is a shareholder in MainTel and has approached Maria for advice on whether he should keep or sell his s
23、hares, given a recent drop in the MainTel share price. Kopano is concerned about suffering more losses. Maria informs him that he should sell his shares and offers to buy the shares from him. Shortly after selling his shares to Maria, Kopano reads about MainTel taking over Mogalacom in the local pre
24、ss. Kopano also notes a significant increase in MainTels share price. Kopano eventually realises that Maria was aware of the impending takeover when she purchased the shares from him. Kopano wishes to know if Marias conduct is wrongful and if there are any remedies available to him in law. Required: Advise Kopano. (10 marks)（分数：10.00）_正确答案：( )解析：
