ACCA考试F4公司法与商法（Lesotho）真题2011年12月及答案解析.doc

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1、ACCA考试 F4公司法与商法（Lesotho）真题 2011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)1.In relation to the courts powers to interpret legislation, explain and distinguish between the literal rule, the golden rule and the mischief rule. (10 marks)（分数：10.00）_In relation to the law of

2、 contract: （分数：10.00）(1).(a) explain what a gratuitous promise is and how it is treated under Lesotho law. (5 marks) （分数：5.00）_(2).(b) distinguish between a counter-offer and an inquiry. (5 marks)（分数：5.00）_2.In relation to the law of employment, distinguish between a contract of service and a contra

3、ct for services. (10 marks)（分数：10.00）_In relation to company law, explain: （分数：10.00）(1).(a) the limitations on the use of company names; (6 marks) （分数：5.00）_(2).(b) the remedy of passing off. (4 marks)（分数：5.00）_In relation to company law, explain and distinguish between: （分数：10.00）(1).(a) Companies

4、 limited by shares and companies limited by guarantee. (5 marks) （分数：5.00）_(2).(b) Public and private companies. (5 marks)（分数：5.00）_In relation to company law, explain: （分数：10.00）(1).(a) the nature of a share. (5 marks) （分数：5.00）_(2).(b) the various types of preference shares that a company may issu

5、e. (5 marks)（分数：5.00）_3.In the context of corporate governance, explain the rules relating to the appointment, duties and powers of a company secretary in a public limited company. (10 marks)（分数：10.00）_4.Berger owed debts to several persons including Salomon. Thabos (6 marks) （分数：5.00）_正确答案：( )解析：(2

6、).(b) the remedy of passing off. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to company law, explain and distinguish between: （分数：10.00）(1).(a) Companies limited by shares and companies limited by guarantee. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Public and private companies. (5 marks)（分数：5.00）_正确答案：(

7、 )解析：In relation to company law, explain: （分数：10.00）(1).(a) the nature of a share. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the various types of preference shares that a company may issue. (5 marks)（分数：5.00）_正确答案：( )解析：3.In the context of corporate governance, explain the rules relating to the appoint

8、ment, duties and powers of a company secretary in a public limited company. (10 marks)（分数：10.00）_正确答案：( )解析：4.Berger owed debts to several persons including Salomon. Thabos & Co bought Bergers business, and called a meeting of Bergers creditors. At the meeting, Thabos & Co promised to pay all the cr

9、editors, including Salomon, whatever amount Berger owed them in full. Berger owed Salomon R5,000 but Thabos & Co thought it was only R3,500 and, in their own mind, were agreeing to pay only that amount. Salomon submitted a claim for R5,000 but Thabos & Co refused to pay more than R3,500. Required: A

10、dvise Salomon. (10 marks)（分数：10.00）_正确答案：( )解析：5.Viru, Nana and Timothy formed an ordinary partnership under the Partnership Act 1957 to sell sports goods. The partnership was duly registered as required by law. The partnership deed clearly stipulated that the sole purpose of the partnership is sell

11、ing only sports goods and nothing else. The partnership set up an attractive shop and began selling sports goods. Each of the partners paid R100,000 into the business. Nana told the other two partners that he did not have more money and it was agreed between them that Nanas maximum liability for any

12、 partnership debt would be fixed at his original contribution of R100,000 only. In January 2010, Viru drew R10,000 from the partnerships bank, drawn on its overdraft facility, by misrepresenting that the money was urgently needed to finance a short-term partnership debt, and then used the money to p

13、ay for a holiday in South Africa. In February 2010, Timothy entered into a R25,000 contract on behalf of the partnership to buy hair relaxers, which he hoped to sell in the partnerships sports goods shop. Required: Advise Viru, Nana and Timothy as to their various rights and liabilities in relation

14、to the operation of the partnership business. (10 marks)（分数：10.00）_正确答案：( )解析：6.Karibo Ltd is a small company with an issued share capital of R100,000 divided into 100,000 shares of R1 each. It has 50 shareholders. Samuel is the managing director of Karibo Ltd. Graphics Ltd, another small company, f

15、ound out that Karibo Ltd is about to award a five-year contract for the maintenance of its office premises. Graphics Ltd approached Samuel, and offered him what they describe as a facilitation fee of R5,000, to ensure that the contract is awarded to Graphics Ltd. At the next board meeting, Samuel co

16、nvinces the other directors that awarding the maintenance contract to Graphics Ltd is in the long-term interest of Karibo Ltd and the contract is awarded to Graphics Ltd. At the same board meeting, Samuel also informs the board that Marico Ltd, a competitor, is contemplating taking over Karibo Ltd a

17、nd that a majority of the existing shareholders might be willing to sell their shares to Marico Ltd if they are offered a good price. In order to prevent it, the board decides to issue additional shares to the directors and make each of the new shares carry ten votes each. The existing shares carry

18、one vote per share. Thomas, an ordinary shareholder in Karibo Ltd, has found out about the facilitation fee to Samuel and the decision to allot weighted shares to the directors. Required: Advise Thomas, whether any action can be taken against Samuel in respect of the facilitation fee, and on the legality of the weighted share allotment. (10 marks)（分数：10.00）_正确答案：( )解析：