1、ACCA考试 F4公司法与商法（Global）真题 2011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.In relation to a common law legal system, explain and distinguish between civil and criminal law, providing a statutory example of each category, and identify the different courts that deal with ea
2、ch category of law. (10 marks)（分数：10.00）_In the context of the UNCITRAL Model Law on International Commercial Arbitration explain: （分数：9.99）(1).(a) the procedures for appointing the members of an arbitration panel; (4 marks) （分数：3.33）_(2).(b) the grounds for challenging the appointment of an arbitra
3、tor; (2 marks) （分数：3.33）_(3).(c) the procedure to be followed by the arbitration panel in reaching its decision. (4 marks)（分数：3.33）_In relation to the formation of a contract in the context of the UN Convention for the International Sale of Goods, explain: （分数：10.00）(1).(a) the meaning of an offer;
4、(5 marks) （分数：5.00）_(2).(b) the circumstances under which an offer may be terminated. (5 marks)（分数：5.00）_In relation to the formation of a company explain: （分数：10.00）(1).(a) the role and duties of promoters, and how they are regulated; (5 marks) （分数：5.00）_(2).(b) a pre-incorporation contract, and it
5、s legal consequences. (5 marks)（分数：5.00）_With regard to payment for shares in the context of capital maintenance, explain the meaning and legal effect of the following: （分数：10.00）(1).(a) issuing shares at a premium; (5 marks) （分数：5.00）_(2).(b) issuing shares at a discount. (5 marks)（分数：5.00）_In rela
6、tion to company regulation explain: （分数：9.99）(1).(a) the concept of corporate governance; (3 marks) （分数：3.33）_(2).(b) the role of either: (i) the Organisation for Economic Co-operation and Development Principles of Corporate Governance; or (ii) the United Kingdom Corporate Governance Code. (3 marks)
7、 （分数：3.33）_(3).(c) the role of non-executive directors in the context of corporate governance. (4 marks)（分数：3.33）_In relation to international business transactions explain: （分数：10.00）(1).(a) the meaning of a bill of lading; (5 marks) （分数：5.00）_(2).(b) the function of the bill of lading in relation
8、to the passage of risk in the context of the UN Convention for the International Sale of Goods. (5 marks)（分数：5.00）_2.Az is an international metals broker with clients all round the world. In January he entered into three contracts: (a) the first, to supply Brad with 1,000 tonnes of aluminium; (b) th
9、e second, to supply Chad with 1,000 tonnes of copper; (c) the third, to supply Dan with 1,000 tonnes of tin. Although Az had immediate access to the metals from his extensive reserves, delivery on all three contracts was to take place on 1 May. However, as he wanted to reduce his exposure to such a
10、large inventory of metals Az decided to supply the metals to the three other parties earlier than the contract date; 1 March rather than 1 May. Because Azs inventory of aluminium was only 1,000 tonnes that is what he sent to Brad. However, as he had larger inventory of copper and tin, he decided to
11、send an additional 500 tonnes to both Chad and Dan, over and above their agreed amounts. At the end of February, after Az had despatched the metals, the international metals market suffered a severe upheaval, with the price of copper falling by 50% and the price of tin increasing by the same percent
12、age. The price of aluminium remained constant. Required: Advise Brad, Chad and Dan as to their rights under the UN Convention for the International Sale of Goods. (10 marks)（分数：10.00）_3.Goal Ltd is a property development company. Before its incorporation 12 months ago, its business was carried out b
13、y Hope, as a sole trader. On the formation of Goal Ltd, Hope expanded the business by asking three of his business contacts to supply additional capital in return for which they, together with Hope, became its directors. Although never formally appointed, Hope took the role and title of chief execut
14、ive and the other directors left the day-to-day running of the business to him and were happy simply to receive feedback from him at board meetings. Six months ago Hope entered into a contract, on Goal Ltds behalf, with Ima, to produce plans for the redevelopment of a particular site that it hoped t
15、o acquire. However, Goal Ltd did not acquire the site and due to its current precarious financial position and their fear of potential losses, the board of directors has refused to pay Ima, claiming that Hope did not have the necessary authority to enter into the contract with her. Required: Analyse
16、 the situation with regard to the authority of Hope to make contracts on behalf of Goal Ltd, and in particular advise the board of directors if the company is liable on the contract with Ima. (10 marks)（分数：10.00）_4.On the advice of his accountant, Mat registered a private limited company to conduct
17、his small manufacturing business in January 2010. One of the reasons for establishing the company was to avoid liability for potential losses. The initial shareholders of the company were Mat, his wife Mary and her father Norm, who each took 1,000 shares in the company, each with a nominal value of
18、$1. The accountant explained that they did not have to pay the full nominal value of the shares at once, so they each paid only 25 cents per share taken, with the result that they still owed the company a further 75 cents per share, to be paid at a later date. When the company was established it bec
19、ame apparent that it needed to borrow money from a bank to finance an expansion in production. To that end Oop bank plc lent the company $20,000 secured by a fixed charge against the land Mat had previously transferred to the company, with an additional personal guarantee from Mat for any debts owed
20、 by the company to the bank. Unfortunately the business has not proved successful and Mat and the other shareholders have decided that it is better to liquidate the company rather than run up any more debts. The current situation is that the companys land is worth $20,000 and it has further assets t
21、o the value of $7,750, but it has debts to business creditors (payables) of $10,000 and owes the bank a further $10,000 on its bank overdraft. Required: Explain the rights of the various creditors (payables) and the potential liability of Mat, Mary and Norm. (The actual costs of winding up may be ig
22、nored.) (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Global）真题 2011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.In relation to a common law legal system, explain and distinguish between civil and criminal law, providing a statutory example of each category, and identify the differ
23、ent courts that deal with each category of law. (10 marks)（分数：10.00）_正确答案：( )解析：In the context of the UNCITRAL Model Law on International Commercial Arbitration explain: （分数：9.99）(1).(a) the procedures for appointing the members of an arbitration panel; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) the gro
24、unds for challenging the appointment of an arbitrator; (2 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the procedure to be followed by the arbitration panel in reaching its decision. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to the formation of a contract in the context of the UN Convention for the Internati
25、onal Sale of Goods, explain: （分数：10.00）(1).(a) the meaning of an offer; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the circumstances under which an offer may be terminated. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the formation of a company explain: （分数：10.00）(1).(a) the role and duties of promoters
26、, and how they are regulated; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) a pre-incorporation contract, and its legal consequences. (5 marks)（分数：5.00）_正确答案：( )解析：With regard to payment for shares in the context of capital maintenance, explain the meaning and legal effect of the following: （分数：10.00）(1).(
27、a) issuing shares at a premium; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) issuing shares at a discount. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company regulation explain: （分数：9.99）(1).(a) the concept of corporate governance; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) the role of either: (i) the Organ
28、isation for Economic Co-operation and Development Principles of Corporate Governance; or (ii) the United Kingdom Corporate Governance Code. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the role of non-executive directors in the context of corporate governance. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to
29、international business transactions explain: （分数：10.00）(1).(a) the meaning of a bill of lading; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the function of the bill of lading in relation to the passage of risk in the context of the UN Convention for the International Sale of Goods. (5 marks)（分数：5.00）_正确答
30、案：( )解析：2.Az is an international metals broker with clients all round the world. In January he entered into three contracts: (a) the first, to supply Brad with 1,000 tonnes of aluminium; (b) the second, to supply Chad with 1,000 tonnes of copper; (c) the third, to supply Dan with 1,000 tonnes of tin
31、. Although Az had immediate access to the metals from his extensive reserves, delivery on all three contracts was to take place on 1 May. However, as he wanted to reduce his exposure to such a large inventory of metals Az decided to supply the metals to the three other parties earlier than the contr
32、act date; 1 March rather than 1 May. Because Azs inventory of aluminium was only 1,000 tonnes that is what he sent to Brad. However, as he had larger inventory of copper and tin, he decided to send an additional 500 tonnes to both Chad and Dan, over and above their agreed amounts. At the end of Febr
33、uary, after Az had despatched the metals, the international metals market suffered a severe upheaval, with the price of copper falling by 50% and the price of tin increasing by the same percentage. The price of aluminium remained constant. Required: Advise Brad, Chad and Dan as to their rights under
34、 the UN Convention for the International Sale of Goods. (10 marks)（分数：10.00）_正确答案：( )解析：3.Goal Ltd is a property development company. Before its incorporation 12 months ago, its business was carried out by Hope, as a sole trader. On the formation of Goal Ltd, Hope expanded the business by asking thr
35、ee of his business contacts to supply additional capital in return for which they, together with Hope, became its directors. Although never formally appointed, Hope took the role and title of chief executive and the other directors left the day-to-day running of the business to him and were happy si
36、mply to receive feedback from him at board meetings. Six months ago Hope entered into a contract, on Goal Ltds behalf, with Ima, to produce plans for the redevelopment of a particular site that it hoped to acquire. However, Goal Ltd did not acquire the site and due to its current precarious financia
37、l position and their fear of potential losses, the board of directors has refused to pay Ima, claiming that Hope did not have the necessary authority to enter into the contract with her. Required: Analyse the situation with regard to the authority of Hope to make contracts on behalf of Goal Ltd, and
38、 in particular advise the board of directors if the company is liable on the contract with Ima. (10 marks)（分数：10.00）_正确答案：( )解析：4.On the advice of his accountant, Mat registered a private limited company to conduct his small manufacturing business in January 2010. One of the reasons for establishing
39、 the company was to avoid liability for potential losses. The initial shareholders of the company were Mat, his wife Mary and her father Norm, who each took 1,000 shares in the company, each with a nominal value of $1. The accountant explained that they did not have to pay the full nominal value of the shares at once, so they each paid only 25 cents per share taken, with the result that they still owed the company a further 75 cents per share, to be paid at a later date.
