1、ACCA 考试 F4 公司法与商法（English）真题 2010 年 12 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：1，分数：0.00)In relation to the English legal system: （分数：10.00）(1).(a) explain and distinguish between: (i) primary legislation; and (ii) secondary/delegated legislation. (6 marks) （分数：5.00）_(2).(b) explain t
2、he powers of the courts in relation to challenging the validity of primary and secondary/delegated legislation. (4 marks)（分数：5.00）_1.State and explain the remedies available for breach of contract. (10 marks)（分数：10.00）_In relation to the law of tort explain: （分数：9.99）(1).(a) the neighbour principle;
3、 (4 marks) （分数：3.33）_(2).(b) remoteness of damage; (4 marks) （分数：3.33）_(3).(c) liability for economic/financial loss. (2 marks)（分数：3.33）_In relation to the issuing of company shares explain: （分数：9.99）(1).(a) pre-emption rights; (3 marks) （分数：3.33）_(2).(b) rights issues; (3 marks) （分数：3.33）_(3).(c) b
4、onus issues. (4 marks)（分数：3.33）_In relation to the Companies Act 2006: （分数：10.00）(1).(a) state, and explain the purpose of, the various registers that have to be kept by a company; (4 marks) （分数：5.00）_(2).(b) describe what accounting records will have to be produced and maintained by a company. (6 m
5、arks)（分数：5.00）_2.In relation to company law, explain the duties owed by directors to their companies. (10 marks)（分数：10.00）_In relation to employment law explain: （分数：10.00）(1).(a) the meaning of unfair dismissal; and (6 marks) （分数：5.00）_(2).(b) the remedies available for unfair dismissal. (4 marks)（
6、分数：5.00）_3.In January 2009, Amy started a business as an independent website designer. To give her a start in her career, her brother Ben, who ran a retail business, said he would give her 1,000 if she updated his business website. At the same time, her friend Che asked her to do work for his busine
7、ss, also for a set fee of 1,000. However, by the time Amy had completed the two projects her design business had become a huge success and she had lots of other clients. When Ben and Che discovered how successful Amys business had become they both felt that they should not be asked to pay for the wo
8、rk they had commissioned. Ben said he would not pay anything as he had only offered the work to help his sister out. Che said he would not pay anything either, on the basis that he had only given her work to do on the basis of their friendship. Required: Advise Amy as to whether she can insist on Be
9、n and Che paying the full amounts of their initial promises. (10 marks)（分数：10.00）_Dee and Eff are major shareholders in, and the directors of, the public company, Fan plc. For the year ended 30 April 2009 Fan plcs financial statements showed a loss of 2,000 for the year. For the year ended 30 April
10、2010 Fan plc made a profit of 3,000 and, due to a revaluation, the value of its land and buildings increased by 5,000. As a consequence, Dee and Eff recommended, and the shareholders approved, the payment of 4,000 in dividends. Required: Advise Dee and Eff as to: （分数：10.00）(1).(a) the legality of th
11、e dividend payment; and (6 marks) （分数：5.00）_(2).(b) any potential legal liability in regard to the dividend payment. (4 marks)（分数：5.00）_4.Geo, Ho and Io formed a partnership three years ago to run a hairdressing business. They each provided capital to establish the business as follows: Geo 20,000; H
12、o 12,000; and Io 8,000. The partnership agreement stated that all profits and losses were to be divided in proportion to the capital contribution. After 18 months Geo provided the partnership with a loan of 3,000 in order to finance the purchase of more stock. The loan was to be paid back from the p
13、rofits of the business. Unfortunately the business was not successful and the partners decided to dissolve the partnership rather than risk running up any more losses. At the time of the dissolution of the partnership its assets were worth 20,000. Its external debts were 7,000 and none of the debt t
14、o Geo has ever been paid. Required: Advise the partners as to how the financial aspects of the dissolution will be conducted and how the assets will be distributed. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（English）真题 2010 年 12 月答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation
15、 to the English legal system: （分数：10.00）(1).(a) explain and distinguish between: (i) primary legislation; and (ii) secondary/delegated legislation. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the powers of the courts in relation to challenging the validity of primary and secondary/delegated legis
16、lation. (4 marks)（分数：5.00）_正确答案：( )解析：1.State and explain the remedies available for breach of contract. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the law of tort explain: （分数：9.99）(1).(a) the neighbour principle; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) remoteness of damage; (4 marks) （分数：3.33）_
17、正确答案：( )解析：(3).(c) liability for economic/financial loss. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to the issuing of company shares explain: （分数：9.99）(1).(a) pre-emption rights; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) rights issues; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) bonus issues. (4 marks)（分数：3
18、.33）_正确答案：( )解析：In relation to the Companies Act 2006: （分数：10.00）(1).(a) state, and explain the purpose of, the various registers that have to be kept by a company; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) describe what accounting records will have to be produced and maintained by a company. (6 marks)
19、（分数：5.00）_正确答案：( )解析：2.In relation to company law, explain the duties owed by directors to their companies. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law explain: （分数：10.00）(1).(a) the meaning of unfair dismissal; and (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the remedies available for
20、unfair dismissal. (4 marks)（分数：5.00）_正确答案：( )解析：3.In January 2009, Amy started a business as an independent website designer. To give her a start in her career, her brother Ben, who ran a retail business, said he would give her 1,000 if she updated his business website. At the same time, her friend
21、Che asked her to do work for his business, also for a set fee of 1,000. However, by the time Amy had completed the two projects her design business had become a huge success and she had lots of other clients. When Ben and Che discovered how successful Amys business had become they both felt that the
22、y should not be asked to pay for the work they had commissioned. Ben said he would not pay anything as he had only offered the work to help his sister out. Che said he would not pay anything either, on the basis that he had only given her work to do on the basis of their friendship. Required: Advise
23、 Amy as to whether she can insist on Ben and Che paying the full amounts of their initial promises. (10 marks)（分数：10.00）_正确答案：( )解析：Dee and Eff are major shareholders in, and the directors of, the public company, Fan plc. For the year ended 30 April 2009 Fan plcs financial statements showed a loss o
24、f 2,000 for the year. For the year ended 30 April 2010 Fan plc made a profit of 3,000 and, due to a revaluation, the value of its land and buildings increased by 5,000. As a consequence, Dee and Eff recommended, and the shareholders approved, the payment of 4,000 in dividends. Required: Advise Dee a
25、nd Eff as to: （分数：10.00）(1).(a) the legality of the dividend payment; and (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) any potential legal liability in regard to the dividend payment. (4 marks)（分数：5.00）_正确答案：( )解析：4.Geo, Ho and Io formed a partnership three years ago to run a hairdressing business. They e
26、ach provided capital to establish the business as follows: Geo 20,000; Ho 12,000; and Io 8,000. The partnership agreement stated that all profits and losses were to be divided in proportion to the capital contribution. After 18 months Geo provided the partnership with a loan of 3,000 in order to fin
27、ance the purchase of more stock. The loan was to be paid back from the profits of the business. Unfortunately the business was not successful and the partners decided to dissolve the partnership rather than risk running up any more losses. At the time of the dissolution of the partnership its assets were worth 20,000. Its external debts were 7,000 and none of the debt to Geo has ever been paid. Required: Advise the partners as to how the financial aspects of the dissolution will be conducted and how the assets will be distributed. (10 marks)（分数：10.00）_正确答案：( )解析：
