1、ACCA 考试 F4 公司法与商法（Vietnam）真题 2009 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：1，分数：0.00)In relation to the Vietnamese legal system: （分数：9.99）(1).(a) Explain the sources of law in the Socialist Republic of Vietnam. (4 marks) （分数：3.33）_(2).(b) Explain the functions of judges in legal pr
2、oceedings. (4 marks) （分数：3.33）_(3).(c) Explain what is meant by judicial independence. (2 marks)（分数：3.33）_In relation to contract law: （分数：10.00）(1).(a) State and explain the circumstances under which a contract may be terminated. (4 marks) （分数：5.00）_(2).(b) Describe the rights of a person or an ent
3、ity who is not a party to a contract to enforce the terms of the contract. (6 marks)（分数：5.00）_1.In relation to employment law, explain the similarities and differences between an employment contract and a contract that a company makes with an outside contractor. (10 marks)（分数：10.00）_2.In relation to
4、 limited liability companies, explain the rights and obligations of members where the company has two or more members. (10 marks)（分数：10.00）_In relation to the capital and financing of shareholding companies: （分数：10.00）(1).(a) Explain the provisions of the Law on Enterprises in respect of the offer f
5、or sale and assignment of shares. (6 marks) （分数：5.00）_(2).(b) Explain the provisions of the Law on Enterprises in respect of maintaining a register of shareholders. (4 marks)（分数：5.00）_In relation to insolvency: （分数：9.99）(1).(a) Identify the parties that may commence legal proceedings for bankruptcy
6、of a legal entity. (4 marks) （分数：3.33）_(2).(b) Explain the business activities that are prohibited or restricted once a decision has been taken to commence bankruptcy proceedings. (4 marks) （分数：3.33）_(3).(c) Explain the transactions that may be considered to be invalid if they are completed immediat
7、ely before an order for bankruptcy is made. (2 marks)（分数：3.33）_In relation to company law and corporate governance: （分数：10.00）(1).(a) Explain the meaning and significance of a legal entity having a separate legal personality. (5 marks) （分数：5.00）_(2).(b) Discuss the implications of separate legal per
8、sonality for effective corporate governance. (5 marks)（分数：5.00）_Anhs car required repairs to its steering. She took the car to Repair Limited, a local garage, to have the necessary work completed. Immediately after collecting the car, Anh was driving to the airport in order to travel to Paris on bus
9、iness and the steering on the car failed. As a result, Anh damaged a building adjacent to the road. The subsequent discussions with the owner of the building and the police who attended the accident delayed Anhs onward journey, causing her to miss the flight. Anh had to pay for a new ticket. Require
10、d: （分数：10.00）(1).(a) Explain the types of action that could be taken by Anh and the owner of the building under the provisions of the Civil Code. (4 marks) （分数：5.00）_(2).(b) Discuss the extent of liability facing Anh, Repair Limited and the engineer who repaired the steering wheel on behalf of Repai
11、r Limited. (6 marks)（分数：5.00）_3.Hai has been informed that JKL Limited, a company in which he owns shares, has become insolvent. He had previously made several investments in shares and bonds issued by the company. The initial investment was a purchase of partly paid shares at half their nominal val
12、ue. Encouraged by the capital growth and dividends on the investment immediately after the investment, Hai then purchased further shares at a price in excess of their nominal value. Hai also invested in bonds issued by the company. Hais brother has informed him that there is no need to worry as the
13、bondholders will be given priority for the return of their capital, that there will be no further liability arising from the first purchase of shares and that the premium paid for the second purchase of shares can be recovered from the liquidator. Required: Discuss Hais potential rights and obligati
14、ons arising from his ownership of the securities. (10 marks)（分数：10.00）_Carpet Co was founded 10 years ago as a shareholding company, manufacturing carpets for business premises such as offices and shops. Last year the board of management decided that the company should diversify by selling its produ
15、cts through retail outlets to both personal and business customers. The board has recently entered into contracts on behalf of the company to purchase five shops. The new shops will be opened over the next few months, supported by a high profile advertising campaign. The proposed entry of Carpet Co
16、into retailing has angered several shareholders, who believe that the company is taking unnecessary risks that will reduce profitability in the short-term, thereby threatening dividends and the capital value of their shares. Some shareholders have expressed a view that the board has acted unlawfully
17、 by purchasing the shops, as the objective of the company as set out in the Charter specifically refers to manufacturing carpets, but not to selling carpets in the retail sector. Others feel that the initiative will require what they consider to be an irresponsible level of expenditure on marketing
18、and sales, with no guarantee of success. Required: （分数：10.00）(1).(a) Discuss the extent to which the shareholders, who object to the new initiative, will be able to prevent the board of management from implementing its plans. (7 marks) （分数：5.00）_(2).(b) Discuss the potential consequences to the memb
19、ers of the board of management in respect of the decisions they have taken. (3 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Vietnam）真题 2009 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：1，分数：0.00)In relation to the Vietnamese legal system: （分数：9.99）(1).(a) Explain the sources of law in the Socialis
20、t Republic of Vietnam. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the functions of judges in legal proceedings. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain what is meant by judicial independence. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to contract law: （分数：10.00）(1).(a) State and explain th
21、e circumstances under which a contract may be terminated. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the rights of a person or an entity who is not a party to a contract to enforce the terms of the contract. (6 marks)（分数：5.00）_正确答案：( )解析：1.In relation to employment law, explain the similarities
22、 and differences between an employment contract and a contract that a company makes with an outside contractor. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to limited liability companies, explain the rights and obligations of members where the company has two or more members. (10 marks)（分数：10.00）_
23、正确答案：( )解析：In relation to the capital and financing of shareholding companies: （分数：10.00）(1).(a) Explain the provisions of the Law on Enterprises in respect of the offer for sale and assignment of shares. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the provisions of the Law on Enterprises in resp
24、ect of maintaining a register of shareholders. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to insolvency: （分数：9.99）(1).(a) Identify the parties that may commence legal proceedings for bankruptcy of a legal entity. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the business activities that are prohibit
25、ed or restricted once a decision has been taken to commence bankruptcy proceedings. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the transactions that may be considered to be invalid if they are completed immediately before an order for bankruptcy is made. (2 marks)（分数：3.33）_正确答案：( )解析：In relation
26、 to company law and corporate governance: （分数：10.00）(1).(a) Explain the meaning and significance of a legal entity having a separate legal personality. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the implications of separate legal personality for effective corporate governance. (5 marks)（分数：5.00）
27、_正确答案：( )解析：Anhs car required repairs to its steering. She took the car to Repair Limited, a local garage, to have the necessary work completed. Immediately after collecting the car, Anh was driving to the airport in order to travel to Paris on business and the steering on the car failed. As a resul
28、t, Anh damaged a building adjacent to the road. The subsequent discussions with the owner of the building and the police who attended the accident delayed Anhs onward journey, causing her to miss the flight. Anh had to pay for a new ticket. Required: （分数：10.00）(1).(a) Explain the types of action tha
29、t could be taken by Anh and the owner of the building under the provisions of the Civil Code. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the extent of liability facing Anh, Repair Limited and the engineer who repaired the steering wheel on behalf of Repair Limited. (6 marks)（分数：5.00）_正确答案：( )解析：
30、3.Hai has been informed that JKL Limited, a company in which he owns shares, has become insolvent. He had previously made several investments in shares and bonds issued by the company. The initial investment was a purchase of partly paid shares at half their nominal value. Encouraged by the capital
31、growth and dividends on the investment immediately after the investment, Hai then purchased further shares at a price in excess of their nominal value. Hai also invested in bonds issued by the company. Hais brother has informed him that there is no need to worry as the bondholders will be given prio
32、rity for the return of their capital, that there will be no further liability arising from the first purchase of shares and that the premium paid for the second purchase of shares can be recovered from the liquidator. Required: Discuss Hais potential rights and obligations arising from his ownership
33、 of the securities. (10 marks)（分数：10.00）_正确答案：( )解析：Carpet Co was founded 10 years ago as a shareholding company, manufacturing carpets for business premises such as offices and shops. Last year the board of management decided that the company should diversify by selling its products through retail
34、outlets to both personal and business customers. The board has recently entered into contracts on behalf of the company to purchase five shops. The new shops will be opened over the next few months, supported by a high profile advertising campaign. The proposed entry of Carpet Co into retailing has
35、angered several shareholders, who believe that the company is taking unnecessary risks that will reduce profitability in the short-term, thereby threatening dividends and the capital value of their shares. Some shareholders have expressed a view that the board has acted unlawfully by purchasing the
36、shops, as the objective of the company as set out in the Charter specifically refers to manufacturing carpets, but not to selling carpets in the retail sector. Others feel that the initiative will require what they consider to be an irresponsible level of expenditure on marketing and sales, with no
37、guarantee of success. Required: （分数：10.00）(1).(a) Discuss the extent to which the shareholders, who object to the new initiative, will be able to prevent the board of management from implementing its plans. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the potential consequences to the members of the board of management in respect of the decisions they have taken. (3 marks)（分数：5.00）_正确答案：( )解析：
