ACCA考试F4公司法与商法（Global）真题2007年12月及答案解析.doc

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1、ACCA考试 F4公司法与商法（Global）真题 2007年 12月及答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to legal systems distinguish between the following:（分数：9.99）(1).(a) Criminal law; (3 marks)（分数：3.33）_(2).(b) Civil law; (3 marks)（分数：3.33）_(3).(c) Arbitration. (4 marks)（分数：3.33）_1.Expla

2、in the sellers obligations in respect of requirements as to the quality of goods supplied, under Article 35 of the UN Convention on Contracts for the International Sale of Goods. (10 marks)（分数：10.00）_2.Within the context of the UN Convention on Contracts for the International Sale of Goods, explain

3、the meaning of, and rules relating to, damages for breach of contract. (10 marks)（分数：10.00）_In relation to a companys memorandum of association, explain the following:（分数：9.99）(1).(a) the registered office clause; (3 marks) （分数：3.33）_(2).(b) the capital clause; (3 marks) （分数：3.33）_(3).(c) the name c

4、lause. (4 marks)（分数：3.33）_In relation to the rules governing the payment of company dividends explain:（分数：9.99）(1).(a) how dividends may be properly funded; (4 marks)（分数：3.33）_(2).(b) the rules which apply to public limited companies; (3 marks)（分数：3.33）_(3).(c) the consequences of any dividend being

5、 paid in breach of those rules. (3 marks)（分数：3.33）_In the context of the UN Convention on International Bills of Exchange and International Promissory Notes:（分数：10.00）(1).(a) Define an international bill of exchange. (4 marks)（分数：5.00）_(2).(b) Explain the different roles of the following parties: (i

6、) the drawer; (ii) the drawee; (iii) the payee. (6 marks)（分数：5.00）_3.In the context of corporate governance explain the role of the external company auditors, paying particular regard to the following issues: (a) their qualifications; (b) their powers; (c) their duties. (10 marks)（分数：10.00）_4.Ax, a

7、Swedish manufacturer, contacted Bo, a German manufacturer, to enquire about Bo making special screws of a particularly high quality. Bo provided by return a list of prices and delivery periods. Ax then ordered 3,000 screws and also 3,000 specialised nuts and bolts, not mentioned before. Bo requested

8、 payment in advance or a letter of credit. Ax, in turn, asked for a pro-forma invoice. When Bo sent the invoice it listed screws of a lower quality than the original specification with their respective prices. Ax objected immediately and demanded delivery of the articles in the ordered quality. Bo a

9、greed to delivery of higherquality articles but insisted on a higher price than on the invoice. Ax insisted on delivery of the higher-quality items but for the price listed in the invoice. Required: Advise the parties whether or not they have entered into a binding contractual agreement on the basis

10、 of the UN Convention on Contracts for the International Sale of Goods. (10 marks)（分数：10.00）_Earl has been employed by Flash Co, for the past 20 years. During that time he has also invested in the company in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Co. The shares a

11、re of $1 nominal value and are paid up to the extent of 75%. The debentures, to the value of $5,000, are secured by a fixed charge against the land on which Flash Cos factory is built. In April it was announced that Flash Co was going into immediate insolvent liquidation, owing considerable amounts

12、of money to trade creditors (trade payables). As a result of the suddenness of the decision to liquidate the company, none of the employees received their last months wages. In Earls case this amounted to $2,000. Required: Advise Earl as to his rights and liabilities in relation to Flash Co in regar

13、d to:（分数：9.99）(1).(a) his unpaid wages; (3 marks) （分数：3.33）_(2).(b) his shareholding; (3 marks) （分数：3.33）_(3).(c) his debentures. (4 marks)（分数：3.33）_5.Katch Co is a small private limited company. Although there are three members of its board of directors, the actual day-to-day running of the busines

14、s is left to one of them, Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Co, although he has never been officially appointed as such. Six months ago Len entered into a contract on Katch Cos behalf with Mo to produc

15、e some advertising material for the company. However Katch Co did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him. Required: Analyse the situation with rega

16、rd to the authority of Len to make contracts on behalf of Katch Co and in particular advise whether or not Katch Co is liable to Mo. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Global）真题 2007年 12月答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to legal systems distinguish betw

17、een the following:（分数：9.99）(1).(a) Criminal law; (3 marks)（分数：3.33）_正确答案：(Criminal law relates to conduct which the State considers with disapproval and which it seeks to control. Criminal law involves the enforcement of particular forms of behaviour, and the State, as the representative of society,

18、 acts positively to ensure compliance. Thus, criminal cases are brought by the State in the name of the Crown and cases are reported in the form of Regina v (Regina is simply Latin for queen and case references are usually abbreviated to R v ). In criminal law the prosecutor prosecutes a defendant (

19、or the accused) and is required to prove that the defendant is guilty beyond reasonable doubt.)解析：(2).(b) Civil law; (3 marks)（分数：3.33）_正确答案：(Civil law on the other hand, is a form of private law and involves the relationships between individual citizens. It is the legal mechanism through which indi

20、viduals can assert claims against others and have those rights adjudicated and enforced. The purpose of civil law is to settle disputes between individuals and to provide remedies; it is not concerned with punishment as such. The role of the State in relation to civil law is to establish the general

21、 framework of legal rules and to provide the legal institutions to operate those rights, but the activation of the civil law is strictly a matter for the individuals concerned. Contract, tort and property law are generally aspects of civil law, whereas civil cases are referred to by the names of the

22、 parties involved in the dispute, for example, Smith v Jones. In civil law, a claimant sues (or brings a claim against) a defendant and the degree of proof is on the balance of probabilities. In distinguishing between criminal and civil actions, it has to be remembered that the same event may give r

23、ise to both. For example, where the driver of a car injures someone through their reckless driving, they will be liable to be prosecuted under the Road Traffic legislation, but at the same time, they will also be responsible to the injured party in the civil law relating to the tort of negligence.)解

24、析：(3).(c) Arbitration. (4 marks)（分数：3.33）_正确答案：(Arbitration is the procedure whereby parties in dispute refer the issue to a third party for resolution, rather than take the case to the ordinary law courts. Studies have shown reluctance on the part of commercial undertakings to have recourse to the

25、law to resolve their disputes and it is common for commercial contracts to have arbitration clauses included in them. As with contractual terms generally, such clauses are binding and the courts will not allow the parties to ignore them and pursue a court case rather than go through with the agreed

26、arbitration procedure. There are numerous advantages to be gained from using arbitration rather than the court system: Privacy. Arbitration tends to be a private procedure. This has the twofold advantage that outsiders do not get access to any potentially sensitive information and the parties to the

27、 arbitration do not run the risk of any damaging publicity arising out of reports of the proceedings. Informality. The proceedings are less formal than a court case and they can be scheduled more flexibly than court proceedings. Speed. Arbitration is generally much quicker than taking a case through

28、 the courts. Where, however, one of the parties makes use of the available grounds to challenge an arbitration award the prior costs of the arbiration will have been largely wasted. Cost. Arbitration is generally a much cheaper procedure than taking a case to normal courts. Nonetheless, the costs of

29、 arbitration and the use of specialist arbitrators should not be underestimated. Expertise. The use of a specialist arbitrator ensures that the person deciding the case has expert knowledge of the actual practice within the area under consideration and can form their conclusion in line with accepted

30、 practice. Finality. Appeals on arbitration decisions are limited and once the arbitrator has reached a decision the parties are bound by it and any award can be enforced through court action.)解析：1.Explain the sellers obligations in respect of requirements as to the quality of goods supplied, under

31、Article 35 of the UN Convention on Contracts for the International Sale of Goods. (10 marks)（分数：10.00）_正确答案：(The UN Convention on Contracts for the International Sale of Goods provides a number of rules that implement the sellers obligations in respect of the quality of the goods. Article 35(1) stat

32、es that, in general, the seller must deliver goods that are of the quantity, quality and description required by the contract and that are contained or packaged in the manner required by the contract. As regards quality specifically Article 35(2) provides that, except where the parties have agreed o

33、therwise, the goods do not conform with the contract unless they: (a) are fit for the purposes for which goods of the same description would ordinarily be used. Goods are not fit under this case where they lack specific ordinary characteristics or when they have defects which impede their material u

34、se. Goods are also unfit for ordinary use when the defects, though not affecting the material use of the goods, considerably lessen their trade value; (b) are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where ci

35、rcumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the sellers skill and judgement. If the goods in question are to be used for other, non-ordinary purpose the buyer has no rights if he has not indicated the specific use; (c) possess the qualities of goods

36、which the seller has held out to the buyer as a sample or model; (d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods. Subparagraphs (a) to (d) apply whenever the parties have not agreed otherwise.

37、If they are not to apply they must be expressly disclaimed in the contractual agreement. Article 35(3) goes on, however, to state that the seller is not liable under subparagraphs (a) to (d) above, if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such

38、 lack of conformity. As regards liability, Article 36(1) provides that the seller remains liable for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity only comes to the attention of the purchaser after the risk has passed to them. W

39、here the lack of conformity arises after the risk has passed to the buyer the seller remains liable if the lack of conformity arises as a result of a breach of any of the sellers obligations, which include any guarantee that the goods will remain fit for their ordinary purpose, or for some particula

40、r purpose, or will retain specified qualities or characteristics for a period of time (Article (36(2). If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods

41、in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages (Article 37).)解析：2

42、.Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the meaning of, and rules relating to, damages for breach of contract. (10 marks)（分数：10.00）_正确答案：(Damages are the monetary compensation that a party in breach of contract has to pay to compensate the innocent party for any loss suffered by them, including loss of profit. The issue of damages is dealt with in section II of the UN Convention on Contracts for the International Sale of Goods (CISG). The general position is stated i