ACCA考试F4公司法与商法（Hong+Kong）真题2010年12月及答案解析.doc

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1、ACCA考试 F4公司法与商法（Hong+Kong）真题 2010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：1，分数：0.00)1.In relation to the Hong Kong legal system, explain the common law rules adopted by the courts in the interpretation of statutory law. (10 marks)（分数：10.00）_In relation to employment law, explain t

2、he following: （分数：10.00）(1).(a) A continuous contract and its importance. (4 marks) （分数：5.00）_(2).(b) The duties owed by employers to employees in common law. (6 marks)（分数：5.00）_In relation to the law of tort, explain: （分数：10.00）(1).(a) The tort of passing off regarding the use of the name of a comp

3、any. (5 marks) （分数：5.00）_(2).(b) The rule governing remoteness of damage. (5 marks)（分数：5.00）_In relation to corporate governance: （分数：10.00）(1).(a) Explain the idea of corporate governance. (3 marks) （分数：5.00）_(2).(b) Describe the factors upon which the corporate governance of a company in the Hong

4、Kong Special Administrative Region is based. (7 marks)（分数：5.00）_In relation to the capital and financing of companies: （分数：10.00）(1).(a) Explain what a share is. (4 marks) （分数：5.00）_(2).(b) Explain and distinguish between the rights of a shareholder and the rights of a holder of an unsecured debentu

5、re in a company. (6 marks)（分数：5.00）_In relation to company auditors: （分数：10.00）(1).(a) Describe the power of the auditors. (5 marks) （分数：5.00）_(2).(b) Explain the procedure for the removal of company auditors. (5 marks)（分数：5.00）_In relation to the takeover of a company (the target company): （分数：10.0

6、0）(1).(a) Explain the application of the Codes on Takeovers and Mergers (the Codes). (5 marks) （分数：5.00）_(2).(b) Explain the circumstances under which a person is required by the Codes to make a mandatory general offer to buy the shares held by the target companys shareholders. (5 marks)（分数：5.00）_2.

7、Last week, Collins went to a supermarket to buy a snack. In the supermarket, he picked up a packet of potato chips from the shelf. The price tag on the packet indicated that the price for the potato chips was HK$20. When Collins gave HK$20 to the cashier of the supermarket, the cashier told him that

8、 the price for the potato chips should be HK$40. Required: In relation to contract law, advise Collins as to whether he could insist on paying HK$20 for the potato chips. (10 marks)（分数：10.00）_Angus and Betty had been partners in a computer programming firm. Last year, the parties incorporated a comp

9、any to run the partnerships business (the Company). Both Angus and Betty are the directors of the company although Angus holds the majority of the shares. Several months ago, Betty discovered that a client of the Company ended his contractual relationship with the Company and entered into a contract

10、 with another software company (the Contract). Betty has discovered that Angus is also a shareholder of the software company and earned a profit from the Contract (the Profit). There has been a breakdown of mutual trust between Angus and Betty ever since an argument between them over the matter two

11、weeks ago. Required: In relation to company law: （分数：10.00）(1).(a) Advise Betty as to whether Angus is liable to account to the Company for the Profit. (7 marks) （分数：5.00）_(2).(b) The grounds, if any, upon which Betty may petition to the court to wind up the Company (3 marks)（分数：5.00）_3.David and Ed

12、dy together run a partnership in relation to the construction business. Frankie is an employee of the partnership and has no authority to enter into contracts for the partnership. Three months ago, Frankie represented himself to Geoffrey as a partner of the partnership. In reliance upon the represen

13、tation from Frankie, Geoffrey entered into a contract with Frankie. It was a term of the contract that the partnership was to carry out construction work for Geoffrey and that the construction work had to be completed within two months. David, Eddy and Frankie carried out the construction work toget

14、her. However, they breached the contract by being unable to complete the construction work on time. Geoffrey has suffered damages as a result. Required: Advise David, Eddy and Frankie as to their respective liabilities towards the damage suffered by Geoffrey. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Hon

15、g+Kong）真题 2010年 12月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the Hong Kong legal system, explain the common law rules adopted by the courts in the interpretation of statutory law. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law, explain the follow

16、ing: （分数：10.00）(1).(a) A continuous contract and its importance. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The duties owed by employers to employees in common law. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of tort, explain: （分数：10.00）(1).(a) The tort of passing off regarding the use of the n

17、ame of a company. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The rule governing remoteness of damage. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to corporate governance: （分数：10.00）(1).(a) Explain the idea of corporate governance. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the factors upon which the

18、corporate governance of a company in the Hong Kong Special Administrative Region is based. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to the capital and financing of companies: （分数：10.00）(1).(a) Explain what a share is. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain and distinguish between the rights

19、 of a shareholder and the rights of a holder of an unsecured debenture in a company. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to company auditors: （分数：10.00）(1).(a) Describe the power of the auditors. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the procedure for the removal of company auditors.

20、(5 marks)（分数：5.00）_正确答案：( )解析：In relation to the takeover of a company (the target company): （分数：10.00）(1).(a) Explain the application of the Codes on Takeovers and Mergers (the Codes). (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the circumstances under which a person is required by the Codes to

21、make a mandatory general offer to buy the shares held by the target companys shareholders. (5 marks)（分数：5.00）_正确答案：( )解析：2.Last week, Collins went to a supermarket to buy a snack. In the supermarket, he picked up a packet of potato chips from the shelf. The price tag on the packet indicated that the

22、 price for the potato chips was HK$20. When Collins gave HK$20 to the cashier of the supermarket, the cashier told him that the price for the potato chips should be HK$40. Required: In relation to contract law, advise Collins as to whether he could insist on paying HK$20 for the potato chips. (10 ma

23、rks)（分数：10.00）_正确答案：( )解析：Angus and Betty had been partners in a computer programming firm. Last year, the parties incorporated a company to run the partnerships business (the Company). Both Angus and Betty are the directors of the company although Angus holds the majority of the shares. Several mon

24、ths ago, Betty discovered that a client of the Company ended his contractual relationship with the Company and entered into a contract with another software company (the Contract). Betty has discovered that Angus is also a shareholder of the software company and earned a profit from the Contract (th

25、e Profit). There has been a breakdown of mutual trust between Angus and Betty ever since an argument between them over the matter two weeks ago. Required: In relation to company law: （分数：10.00）(1).(a) Advise Betty as to whether Angus is liable to account to the Company for the Profit. (7 marks) （分数：

26、5.00）_正确答案：( )解析：(2).(b) The grounds, if any, upon which Betty may petition to the court to wind up the Company (3 marks)（分数：5.00）_正确答案：( )解析：3.David and Eddy together run a partnership in relation to the construction business. Frankie is an employee of the partnership and has no authority to enter

27、into contracts for the partnership. Three months ago, Frankie represented himself to Geoffrey as a partner of the partnership. In reliance upon the representation from Frankie, Geoffrey entered into a contract with Frankie. It was a term of the contract that the partnership was to carry out construc

28、tion work for Geoffrey and that the construction work had to be completed within two months. David, Eddy and Frankie carried out the construction work together. However, they breached the contract by being unable to complete the construction work on time. Geoffrey has suffered damages as a result. Required: Advise David, Eddy and Frankie as to their respective liabilities towards the damage suffered by Geoffrey. (10 marks)（分数：10.00）_正确答案：( )解析：