ACCA考试F4公司法与商法（Global）真题2009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 2009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)Explain and compare the role of judges within:（分数：10.00）(1).(a) the English Common Law system, and (6 marks)（分数：5.00）_(2).(b) ONE of the following: (i) a Civil Law system; OR (ii) a Sharia Law syst

2、em. (4 marks)（分数：5.00）_Within the context of the UNCITRAL Model Law on International Commercial Arbitration, explain:（分数：10.00）(1).(a) the grounds, and (5 marks) （分数：5.00）_(2).(b) the procedure (5 marks) for challenging the appointment of an arbitrator.（分数：5.00）_1.Within the context of the UN Conven

3、tion on Contracts for the International Sale of Goods, explain the obligations imposed on the buyer of goods. (10 marks)（分数：10.00）_Within the context of the UN Convention on Contracts for the International Sale of Goods, in relation to remedies for breach of contract, explain:（分数：10.00）(1).(a) the m

4、eaning, and rules relating to the award of damages; (6 marks) （分数：5.00）_(2).(b) the duty to mitigate losses. (4 marks)（分数：5.00）_In relation to company law:（分数：10.00）(1).(a) explain the meaning of limited liability. (3 marks) （分数：5.00）_(2).(b) Explain and distinguish between: (i) unlimited companies;

5、 (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (3 marks)（分数：5.00）_In the context of companies in fi nancial diffi culty, distinguish between and explain the operation of:（分数：10.00）(1).(a) compulsory winding up; (4 marks) （分数：5.00）_(2).(b) administration.

6、 (6 marks)（分数：5.00）_Explain the meaning of the following terms in relation to international business transactions:（分数：10.00）(1).(a) Bill of lading; (5 marks) （分数：5.00）_(2).(b) Bill of exchange. (5 marks)（分数：5.00）_2.Ali manufacturers and supplies cloth from his factory in Arasia. In January he entere

7、d into a contract with Ben and Con, two clothes makers in Beloria, to supply them each with 1,000 metres of cloth. Bens order was for a very high quality cloth that had to be specially made. Cons order was for Alis ordinary cloth that was produced on a mass basis. It was to be supplied by Alis agent

8、 from a larger run of 5,000 metres of the cloth that was being delivered to the agent in Beloria. As both orders were due on the same date Ali shipped them together in the same ship container. Unfortunately the ship ran into a severe storm and the container with the cloth inside was washed overboard

9、 and lost. Neither of the contracts made any specifi c provision as to the passage of risk and it can be assumed that the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) apply. Required: Advise Ali, Ben, and Con as to their rights and obligations under the UN

10、Convention on Contracts for the International Sale of Goods in relation to the destroyed goods paying particular attention to the passage of risk in both instances. (10 marks)（分数：10.00）_3.Caz is a director of Dull plc, but she also carries out her own business as a wholesale supplier of specialist m

11、etals under the name of Era Ltd. Last year Dull plc entered into a contract to buy a large consignment of metal from Era Ltd. Caz attended the board meeting that approved the contract and voted in favour of it, without revealing any link with Era Ltd. Required: Analyse the situation explaining any p

12、otential liability that Caz may have in relation to the sale of the metal to Dull plc by Era Ltd. (10 marks)（分数：10.00）_Fran, Gram and Hen registered a private limited company Ire Ltd in January 2005 with a share capital of $300, which was equally divided between them, with each of them becoming a di

13、rector of the company. Although the company did manage to make a small profi t in its fi rst year of trading, it was never a great success and in its second year of trading it made a loss of $10,000. At that time Fran said he thought the company should cease trading and be wound up. Gram and Hen, ho

14、wever, were insistent that the company would be profi table in the long-term so they agreed to carry on the business, with Fran taking less of a part in the day-to-day management of the business, although retaining his position as a company director. In the course of the next three years Gram and He

15、n falsifi ed Ire Ltds accounts to disguise the fact that the company had continued to suffer losses, until it became obvious that they could no longer hide the companys debts and that it would have to go into insolvent liquidation, with debts of $100,000. Required: Advise Fran, Gram and Hen as to an

16、y potential liability they might face as regards:（分数：10.00）(1).(a) fraudulent trading, under both criminal and civil law; (5 marks) （分数：5.00）_(2).(b) wrongful trading under s.214 of the Insolvency Act 1986. (5 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Global）真题 2009年 12月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN qu

17、estions ar(总题数：10，分数：100.00)Explain and compare the role of judges within:（分数：10.00）(1).(a) the English Common Law system, and (6 marks)（分数：5.00）_正确答案：( )解析：(2).(b) ONE of the following: (i) a Civil Law system; OR (ii) a Sharia Law system. (4 marks)（分数：5.00）_正确答案：( )解析：Within the context of the UNCI

18、TRAL Model Law on International Commercial Arbitration, explain:（分数：10.00）(1).(a) the grounds, and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the procedure (5 marks) for challenging the appointment of an arbitrator.（分数：5.00）_正确答案：( )解析：1.Within the context of the UN Convention on Contracts for the Inter

19、national Sale of Goods, explain the obligations imposed on the buyer of goods. (10 marks)（分数：10.00）_正确答案：( )解析：Within the context of the UN Convention on Contracts for the International Sale of Goods, in relation to remedies for breach of contract, explain:（分数：10.00）(1).(a) the meaning, and rules re

20、lating to the award of damages; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the duty to mitigate losses. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to company law:（分数：10.00）(1).(a) explain the meaning of limited liability. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain and distinguish between: (i) unlimit

21、ed companies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (3 marks)（分数：5.00）_正确答案：( )解析：In the context of companies in fi nancial diffi culty, distinguish between and explain the operation of:（分数：10.00）(1).(a) compulsory winding up; (4 marks) （分数：5.00）

22、_正确答案：( )解析：(2).(b) administration. (6 marks)（分数：5.00）_正确答案：( )解析：Explain the meaning of the following terms in relation to international business transactions:（分数：10.00）(1).(a) Bill of lading; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Bill of exchange. (5 marks)（分数：5.00）_正确答案：( )解析：2.Ali manufacturers

23、 and supplies cloth from his factory in Arasia. In January he entered into a contract with Ben and Con, two clothes makers in Beloria, to supply them each with 1,000 metres of cloth. Bens order was for a very high quality cloth that had to be specially made. Cons order was for Alis ordinary cloth th

24、at was produced on a mass basis. It was to be supplied by Alis agent from a larger run of 5,000 metres of the cloth that was being delivered to the agent in Beloria. As both orders were due on the same date Ali shipped them together in the same ship container. Unfortunately the ship ran into a sever

25、e storm and the container with the cloth inside was washed overboard and lost. Neither of the contracts made any specifi c provision as to the passage of risk and it can be assumed that the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) apply. Required: Advis

26、e Ali, Ben, and Con as to their rights and obligations under the UN Convention on Contracts for the International Sale of Goods in relation to the destroyed goods paying particular attention to the passage of risk in both instances. (10 marks)（分数：10.00）_正确答案：( )解析：3.Caz is a director of Dull plc, bu

27、t she also carries out her own business as a wholesale supplier of specialist metals under the name of Era Ltd. Last year Dull plc entered into a contract to buy a large consignment of metal from Era Ltd. Caz attended the board meeting that approved the contract and voted in favour of it, without re

28、vealing any link with Era Ltd. Required: Analyse the situation explaining any potential liability that Caz may have in relation to the sale of the metal to Dull plc by Era Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：Fran, Gram and Hen registered a private limited company Ire Ltd in January 2005 with a shar

29、e capital of $300, which was equally divided between them, with each of them becoming a director of the company. Although the company did manage to make a small profi t in its fi rst year of trading, it was never a great success and in its second year of trading it made a loss of $10,000. At that ti

30、me Fran said he thought the company should cease trading and be wound up. Gram and Hen, however, were insistent that the company would be profi table in the long-term so they agreed to carry on the business, with Fran taking less of a part in the day-to-day management of the business, although retai

31、ning his position as a company director. In the course of the next three years Gram and Hen falsifi ed Ire Ltds accounts to disguise the fact that the company had continued to suffer losses, until it became obvious that they could no longer hide the companys debts and that it would have to go into i

32、nsolvent liquidation, with debts of $100,000. Required: Advise Fran, Gram and Hen as to any potential liability they might face as regards:（分数：10.00）(1).(a) fraudulent trading, under both criminal and civil law; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) wrongful trading under s.214 of the Insolvency Act 1986. (5 marks)（分数：5.00）_正确答案：( )解析：