ACCA考试F4公司法与商法（Malaysia）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（Malaysia）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)In the context of the Malaysian legal system: （分数：10.00）(1).(a) explain and distinguish written law from unwritten law; and (2 marks) （分数：5.00）_(2).(b) state and explain TWO sources of written law a

2、nd TWO sources of unwritten law. (8 marks)（分数：5.00）_1.In relation to employment law, explain the THREE remedies available to employees who have been unjustifiably dismissed. (10 marks)（分数：10.00）_2.With reference to the Partnership Act 1961, explain FIVE ways by which a partnership may be dissolved.

3、(10 marks)（分数：10.00）_In the context of the law of contract, explain: （分数：10.00）(1).(a) the nature and the general effect of an exclusion clause; and (4 marks) （分数：5.00）_(2).(b) the importance of the contra proferentem rule in the interpretation of exclusion clauses. (6 marks)（分数：5.00）_3.Explain and

4、illustrate the legal effect of the memorandum and articles of association of a company. (10 marks)（分数：10.00）_In the context of company law: （分数：10.00）(1).(a) explain the nature of a scheme of arrangement and its importance; and (4 marks) （分数：5.00）_(2).(b) discuss the main duties of a receiver. (6 ma

5、rks)（分数：5.00）_With reference to the Companies Act 1965: （分数：10.00）(1).(a) describe the characteristics of a private company as distinguished from a public company; and (6 marks) （分数：5.00）_(2).(b) explain when a company is deemed to be a subsidiary of another company. (4 marks)（分数：5.00）_4.Miskin Sdn

6、Bhd (Miskin) is a company which specialises in the trading of electronic spare parts. Ali, Badri and Cindy are its directors. Although the company was prosperous in the past it has suffered serious losses over the past three years and is now insolvent. Six months ago, Ali and Badri, pursuant to a de

7、cision taken at a board meeting at which Cindy was not present, ordered, on credit, RM2 million worth of electronic spare parts from EZ Manufacturing Sdn Bhd (EZ). When Cindy later learned of this transaction, she questioned Ali and Badri as to how Miskin was going to pay for the goods when it was t

8、otally insolvent. They replied that they did not have any intention of paying EZ. Last week Miskin was put into insolvent liquidation and a liquidator was appointed. The liquidator seeks your legal advice on the following matters: (a) whether Ali and Badri have committed any specific criminal offenc

9、e under the Companies Act 1965 in respect of ordering goods on credit from EZ; (3 marks) (b) whether Ali, Badri or any other person can be made personally liable for the debts and liabilities of Miskin; and (3 marks) (c) If Ali and Badri did not have the intention to defraud EZ but instead they orde

10、red the goods on credit in the hope that the prospects of Miskin would soon improve, whether: (i) they have committed any criminal offence; and (ii) they, or any other person, can be made personally liable for the debts and liabilities of Miskin. (4 marks) Required: Advise the liquidator. Note: The

11、mark allocation is shown against each matter. (10 marks)（分数：10.00）_(1).(a) In January 2000, Amarjit borrowed RM100,000 from his uncle, Biman, for the purpose of financing his postgraduate studies in London. Amarjit promised to repay the loan in January 2003. Amarjit returned from London in 2002. How

12、ever, until today 7 December 2010 he has not repaid the loan although he has received numerous reminders from Biman. Last month, Biman confronted Amarjit at a family gathering and threatened to take legal action to recover the loan. Amarjit then orally promised to settle the loan within one week. Ho

13、wever, Amarjit did not keep his promise. Biman now wishes to sue Amarjit for breach of contract and recover the outstanding debt. Required: Advise Biman on his chances of success. (5 marks)（分数：5.00）_(2).(b) Kaya had promised his wife, Maya, that he would buy her a diamond bracelet for her birthday,

14、which was on 1 April 2010. However, Kaya did not keep his promise. When Maya reminded Kaya about his promise, he replied that he had changed his mind about buying her the bracelet. Maya is disappointed with Kaya and wishes to sue him for breach of contract. Required: Advise Maya on her chances of su

15、ccess. (5 marks)（分数：5.00）_5.(a) ABC Sdn Bhd wishes to appoint the following persons as directors: (i) Jessie, a retired professor of corporate governance at the University of Corporate Values, in South Africa. She is a citizen of South Africa and currently resides there. (3 marks) (ii) Joe, a Malays

16、ian, who had been declared bankrupt by the High Court six years ago. He has a reputation for being an excellent corporate manager and has a track record of reviving and transforming ailing companies into very profitable ones. (3 marks) Required: Advise ABC Sdn Bhd whether there would be any legal ob

17、stacles to the appointment of Jessie and Joe as directors of ABC Sdn Bhd. Note: The mark allocation is shown against each part. (b) XYZ Sdn Bhd (XYZ) recently entered into a contract with LMN Building Contractors Sdn Bhd (LMN). This was for the building by LMN of a factory for XYZ. The decision to a

18、ward the contract to LMN was made three weeks ago at a meeting of the full board of directors of XYZ. One of the directors of XYZ, Ben, is also a substantial shareholder of LMN. Ben did not disclose this fact to XYZ, or its board. A further fact was that although Ben was present at the board meeting

19、 at which the decision to award the contract to LMN was made, he remained silent throughout the meeting and did not vote on the matter. Yesterday XYZ discovered Bens shareholding in LMN and seeks your advice as to whether it may avoid the contract with LMN. Required: Advise XYZ. (4 marks) （分数：10.00）

20、_ACCA考试 F4公司法与商法（Malaysia）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)In the context of the Malaysian legal system: （分数：10.00）(1).(a) explain and distinguish written law from unwritten law; and (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state and explain TWO sources of wr

21、itten law and TWO sources of unwritten law. (8 marks)（分数：5.00）_正确答案：( )解析：1.In relation to employment law, explain the THREE remedies available to employees who have been unjustifiably dismissed. (10 marks)（分数：10.00）_正确答案：( )解析：2.With reference to the Partnership Act 1961, explain FIVE ways by which

22、 a partnership may be dissolved. (10 marks)（分数：10.00）_正确答案：( )解析：In the context of the law of contract, explain: （分数：10.00）(1).(a) the nature and the general effect of an exclusion clause; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the importance of the contra proferentem rule in the interpretation

23、of exclusion clauses. (6 marks)（分数：5.00）_正确答案：( )解析：3.Explain and illustrate the legal effect of the memorandum and articles of association of a company. (10 marks)（分数：10.00）_正确答案：( )解析：In the context of company law: （分数：10.00）(1).(a) explain the nature of a scheme of arrangement and its importance;

24、 and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) discuss the main duties of a receiver. (6 marks)（分数：5.00）_正确答案：( )解析：With reference to the Companies Act 1965: （分数：10.00）(1).(a) describe the characteristics of a private company as distinguished from a public company; and (6 marks) （分数：5.00）_正确答案：( )解析：(2

25、).(b) explain when a company is deemed to be a subsidiary of another company. (4 marks)（分数：5.00）_正确答案：( )解析：4.Miskin Sdn Bhd (Miskin) is a company which specialises in the trading of electronic spare parts. Ali, Badri and Cindy are its directors. Although the company was prosperous in the past it ha

26、s suffered serious losses over the past three years and is now insolvent. Six months ago, Ali and Badri, pursuant to a decision taken at a board meeting at which Cindy was not present, ordered, on credit, RM2 million worth of electronic spare parts from EZ Manufacturing Sdn Bhd (EZ). When Cindy late

27、r learned of this transaction, she questioned Ali and Badri as to how Miskin was going to pay for the goods when it was totally insolvent. They replied that they did not have any intention of paying EZ. Last week Miskin was put into insolvent liquidation and a liquidator was appointed. The liquidato

28、r seeks your legal advice on the following matters: (a) whether Ali and Badri have committed any specific criminal offence under the Companies Act 1965 in respect of ordering goods on credit from EZ; (3 marks) (b) whether Ali, Badri or any other person can be made personally liable for the debts and

29、 liabilities of Miskin; and (3 marks) (c) If Ali and Badri did not have the intention to defraud EZ but instead they ordered the goods on credit in the hope that the prospects of Miskin would soon improve, whether: (i) they have committed any criminal offence; and (ii) they, or any other person, can

30、 be made personally liable for the debts and liabilities of Miskin. (4 marks) Required: Advise the liquidator. Note: The mark allocation is shown against each matter. (10 marks)（分数：10.00）_正确答案：( )解析：(1).(a) In January 2000, Amarjit borrowed RM100,000 from his uncle, Biman, for the purpose of financi

31、ng his postgraduate studies in London. Amarjit promised to repay the loan in January 2003. Amarjit returned from London in 2002. However, until today 7 December 2010 he has not repaid the loan although he has received numerous reminders from Biman. Last month, Biman confronted Amarjit at a family ga

32、thering and threatened to take legal action to recover the loan. Amarjit then orally promised to settle the loan within one week. However, Amarjit did not keep his promise. Biman now wishes to sue Amarjit for breach of contract and recover the outstanding debt. Required: Advise Biman on his chances

33、of success. (5 marks)（分数：5.00）_正确答案：( )解析：(2).(b) Kaya had promised his wife, Maya, that he would buy her a diamond bracelet for her birthday, which was on 1 April 2010. However, Kaya did not keep his promise. When Maya reminded Kaya about his promise, he replied that he had changed his mind about b

34、uying her the bracelet. Maya is disappointed with Kaya and wishes to sue him for breach of contract. Required: Advise Maya on her chances of success. (5 marks)（分数：5.00）_正确答案：( )解析：5.(a) ABC Sdn Bhd wishes to appoint the following persons as directors: (i) Jessie, a retired professor of corporate gov

35、ernance at the University of Corporate Values, in South Africa. She is a citizen of South Africa and currently resides there. (3 marks) (ii) Joe, a Malaysian, who had been declared bankrupt by the High Court six years ago. He has a reputation for being an excellent corporate manager and has a track

36、record of reviving and transforming ailing companies into very profitable ones. (3 marks) Required: Advise ABC Sdn Bhd whether there would be any legal obstacles to the appointment of Jessie and Joe as directors of ABC Sdn Bhd. Note: The mark allocation is shown against each part. (b) XYZ Sdn Bhd (X

37、YZ) recently entered into a contract with LMN Building Contractors Sdn Bhd (LMN). This was for the building by LMN of a factory for XYZ. The decision to award the contract to LMN was made three weeks ago at a meeting of the full board of directors of XYZ. One of the directors of XYZ, Ben, is also a

38、substantial shareholder of LMN. Ben did not disclose this fact to XYZ, or its board. A further fact was that although Ben was present at the board meeting at which the decision to award the contract to LMN was made, he remained silent throughout the meeting and did not vote on the matter. Yesterday XYZ discovered Bens shareholding in LMN and seeks your advice as to whether it may avoid the contract with LMN. Required: Advise XYZ. (4 marks) （分数：10.00）_正确答案：( )解析：