ACCA考试F4公司法与商法（Malaysia）真题2008年12月及答案解析.doc

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1、ACCA 考试 F4 公司法与商法（Malaysia）真题 2008 年 12 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 Malaysian legal system: （分数：10.00）(1).(a) Explain the structure of the court system. (8 marks) （分数：5.00）_(2).(b) State TWO advantages of having a hierarchy of courts. (2 marks)

2、（分数：5.00）_In relation to employment law: （分数：10.00）(1).(a) Explain what constitutes constructive dismissal. (4 marks) （分数：5.00）_(2).(b) State the remedies available to an employee who has been unjustifiably dismissed. (6 marks)（分数：5.00）_1.Explain, and illustrate with examples, FIVE grounds on which

3、a court may order the dissolution of a partnership under the Partnership Act 1961. (10 marks)（分数：10.00）_In relation to the law of contract, explain and distinguish the following terms of a contract: （分数：9.99）(1).(a) Conditions; (3 marks) （分数：3.33）_(2).(b) Warranties; (3 marks) （分数：3.33）_(3).(c) Inno

4、minate terms. (4 marks)（分数：3.33）_In relation to company law: （分数：10.00）(1).(a) Explain and distinguish between a fixed charge and a floating charge. (4 marks) （分数：5.00）_(2).(b) State FOUR DISADVANTAGES of a floating charge as a security to a lender. (6 marks)（分数：5.00）_In the context of company law e

5、xplain: （分数：10.00）(1).(a) how a director of a public company may be removed from office before the expiry of his term of office and the protection afforded by the Companies Act 1965 to such a director; and (7 marks) （分数：5.00）_(2).(b) whether your answer would differ if the director was a director of

6、 a private company. (3 marks)（分数：5.00）_(1).(a) Explain what is meant by corporate governance. (4 marks) （分数：5.00）_(2).(b) Part 1 of the Malaysian Code on Corporate Governance provides for broad principles of corporate governance. State THREE principles stated in the Code, relevant to directors. (6 m

7、arks)（分数：5.00）_Tanah Baru Sdn Bhd is a private limited company whose sole object is the manufacture of office furniture. Recently, the board of directors decided to expand its business to venture into ostrich farming. Pursuant to this decision the company purchased and obtained delivery of 2,000 ost

8、riches from Ostry Sdn Bhd at a cost of RM 1 million. They are contemplating purchasing another 2,000 ostriches in two months time. Madeline, a member of Tanah Baru Sdn Bhd, is completely opposed to the idea of ostrich farming as it is outside the scope of the objects of the company. Required: Advise

9、 Madeline on the following: （分数：9.99）(1).(a) whether the contract of Tanah Baru Bhd to purchase ostriches from Ostry Sdn Bhd can be challenged on the ground that it is outside the objects clause of the company and she could have the transaction set aside; (4 marks) （分数：3.33）_(2).(b) whether she coul

10、d successfully obtain an injunction against any party to prevent the contemplated purchase of another 2,000 ostriches in two months time; and (3 marks) （分数：3.33）_(3).(c) whether she could take legal action against any person to make that person compensate the company for any loss resulting from the

11、purchase of the ostriches. (3 marks)（分数：3.33）_2.Arjun, Bongsu and Chan are the directors of Cahaya Sdn Bhd, a company dealing in the export of timber. Last month, Arjun was sent to Japan on behalf of Cahaya Sdn Bhd to negotiate a contract with a Japanese company. Unfortunately the negotiations were

12、not successful, and it was made clear to Arjun that the Japanese company did not want to offer any contract to Cahaya Sdn Bhd. Arjun reported this to the board of directors upon his return. Two weeks later he resigned from the company and managed to secure the contract with the Japanese company in h

13、is own name. He has made a very substantial profit from this contract. Cahaya Sdn Bhd has now discovered this and wishes to sue Arjun for breach of fiduciary duty as a director and recover the profit he has made. Required: Advise Cahaya Sdn Bhd on the legal position. (10 marks)（分数：10.00）_Last month,

14、 Oldo attended an antique exhibition, where he saw a rare rosewood rocking chair made in 1825. It was in an excellent condition considering its age. He offered to buy the chair from its owner, Mr Kah Yu, for RM 5,000. Mr Kah Yu agreed to that price and said that it would be delivered to Oldo at his

15、home in one weeks time, when the exhibition ended. Oldo offered to pay him a deposit of RM 500 but Kah Yu refused saying that a deposit was not necessary and that the full purchase price could be paid upon delivery. However, Oldo did not hear from Kah Yu and therefore last week he telephoned Kah Yu

16、to enquire about the delay in delivery. Kah Yu replied that he had made a mistake as to the true value of the rocking chair. He said that the market value of the chair was RM 50,000 and that the price offered by Oldo was too low. Further, he had already sold and delivered the chair to another person

17、, Poh Tong, who had offered RM 55,000 for it. Required: Advise Oldo: （分数：10.00）(1).(a) whether Kah Yu can avoid liability for breach of the contract for the sale and purchase of the rocking chair on the ground that the consideration was inadequate; and (5 marks) （分数：5.00）_(2).(b) whether the court i

18、s likely to grant an order of specific performance in favour of Oldo, presuming that there has been a breach of contract by Kah Yu. (5 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Malaysia）真题 2008 年 12 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 Malaysian legal system: （分

19、数：10.00）(1).(a) Explain the structure of the court system. (8 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State TWO advantages of having a hierarchy of courts. (2 marks)（分数：5.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) Explain what constitutes constructive dismissal. (4 marks) （分数：5.00）_

20、正确答案：( )解析：(2).(b) State the remedies available to an employee who has been unjustifiably dismissed. (6 marks)（分数：5.00）_正确答案：( )解析：1.Explain, and illustrate with examples, FIVE grounds on which a court may order the dissolution of a partnership under the Partnership Act 1961. (10 marks)（分数：10.00）_正确

21、答案：( )解析：In relation to the law of contract, explain and distinguish the following terms of a contract: （分数：9.99）(1).(a) Conditions; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Warranties; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Innominate terms. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to company law: （

22、分数：10.00）(1).(a) Explain and distinguish between a fixed charge and a floating charge. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State FOUR DISADVANTAGES of a floating charge as a security to a lender. (6 marks)（分数：5.00）_正确答案：( )解析：In the context of company law explain: （分数：10.00）(1).(a) how a director

23、 of a public company may be removed from office before the expiry of his term of office and the protection afforded by the Companies Act 1965 to such a director; and (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) whether your answer would differ if the director was a director of a private company. (3 marks)

24、（分数：5.00）_正确答案：( )解析：(1).(a) Explain what is meant by corporate governance. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Part 1 of the Malaysian Code on Corporate Governance provides for broad principles of corporate governance. State THREE principles stated in the Code, relevant to directors. (6 marks)（分

25、数：5.00）_正确答案：( )解析：Tanah Baru Sdn Bhd is a private limited company whose sole object is the manufacture of office furniture. Recently, the board of directors decided to expand its business to venture into ostrich farming. Pursuant to this decision the company purchased and obtained delivery of 2,000

26、 ostriches from Ostry Sdn Bhd at a cost of RM 1 million. They are contemplating purchasing another 2,000 ostriches in two months time. Madeline, a member of Tanah Baru Sdn Bhd, is completely opposed to the idea of ostrich farming as it is outside the scope of the objects of the company. Required: Ad

27、vise Madeline on the following: （分数：9.99）(1).(a) whether the contract of Tanah Baru Bhd to purchase ostriches from Ostry Sdn Bhd can be challenged on the ground that it is outside the objects clause of the company and she could have the transaction set aside; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) w

28、hether she could successfully obtain an injunction against any party to prevent the contemplated purchase of another 2,000 ostriches in two months time; and (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) whether she could take legal action against any person to make that person compensate the company for an

29、y loss resulting from the purchase of the ostriches. (3 marks)（分数：3.33）_正确答案：( )解析：2.Arjun, Bongsu and Chan are the directors of Cahaya Sdn Bhd, a company dealing in the export of timber. Last month, Arjun was sent to Japan on behalf of Cahaya Sdn Bhd to negotiate a contract with a Japanese company.

30、 Unfortunately the negotiations were not successful, and it was made clear to Arjun that the Japanese company did not want to offer any contract to Cahaya Sdn Bhd. Arjun reported this to the board of directors upon his return. Two weeks later he resigned from the company and managed to secure the co

31、ntract with the Japanese company in his own name. He has made a very substantial profit from this contract. Cahaya Sdn Bhd has now discovered this and wishes to sue Arjun for breach of fiduciary duty as a director and recover the profit he has made. Required: Advise Cahaya Sdn Bhd on the legal posit

32、ion. (10 marks)（分数：10.00）_正确答案：( )解析：Last month, Oldo attended an antique exhibition, where he saw a rare rosewood rocking chair made in 1825. It was in an excellent condition considering its age. He offered to buy the chair from its owner, Mr Kah Yu, for RM 5,000. Mr Kah Yu agreed to that price and

33、 said that it would be delivered to Oldo at his home in one weeks time, when the exhibition ended. Oldo offered to pay him a deposit of RM 500 but Kah Yu refused saying that a deposit was not necessary and that the full purchase price could be paid upon delivery. However, Oldo did not hear from Kah

34、Yu and therefore last week he telephoned Kah Yu to enquire about the delay in delivery. Kah Yu replied that he had made a mistake as to the true value of the rocking chair. He said that the market value of the chair was RM 50,000 and that the price offered by Oldo was too low. Further, he had alread

35、y sold and delivered the chair to another person, Poh Tong, who had offered RM 55,000 for it. Required: Advise Oldo: （分数：10.00）(1).(a) whether Kah Yu can avoid liability for breach of the contract for the sale and purchase of the rocking chair on the ground that the consideration was inadequate; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) whether the court is likely to grant an order of specific performance in favour of Oldo, presuming that there has been a breach of contract by Kah Yu. (5 marks)（分数：5.00）_正确答案：( )解析：