ACCA考试F4公司法与商法（Malta）真题2007年12月及答案解析.doc

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1、ACCA考试 F4公司法与商法（Malta）真题 2007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 Maltese legal system, explain the rules commonly applied by the courts in interpreting legislation. (10 marks)（分数：10.00）_2.In terms of contract law, explain the internal requisite

2、of subject matter which is essential for the validity of a contract. (10 marks)（分数：10.00）_3.In terms of the provisions on commercial partnerships, explain and distinguish between the modes of dissolution of partnerships en nom collectif and of partnerships en commandite. (10 marks)（分数：10.00）_In term

3、s of the provisions of the Companies Act, 1995: （分数：10.00）(1).(a) define a company officer; and (3 marks) （分数：5.00）_(2).(b) explain the procedure for the removal of an auditor. (7 marks)（分数：5.00）_4.In terms of the Companies Act, 1995, explain the procedure for decisions of an ordinary and extraordin

4、ary nature to be taken at general meetings of shareholders of companies. (10 marks)（分数：10.00）_5.In terms of the Employment and Industrial Relations Act, 2002, explain the rights afforded to employees to ensure due payment and receipt of their wages. (10 marks)（分数：10.00）_6.In terms of the Companies A

5、ct, 1995, explain and distinguish between wrongful and fraudulent trading. (10 marks)（分数：10.00）_Jason is looking to purchase a 52 inch television. His friend Michael owns an electronic store and offers to sell him a television set having the required screen size for a particular price. Jason decides

6、 to take some further time to decide and see if he can obtain a further reduced price from another outlet. He subsequently receives a letter from Michael requesting that he take delivery of the television within a period of 15 days and that he pay the relative price he had offered him. Required: （分数

7、：10.00）(1).(a) Explain whether the offer made by Michael has all the requisites for it to be deemed a valid offer made to Jason. (5 marks) （分数：5.00）_(2).(b) Explain whether the purported sale between Michael and Jason is deemed legally concluded. (5 marks)（分数：5.00）_7.The statutory documents of a com

8、pany, QU Limited, provide for two classes of shares, with each class of shareholders having the right to appoint up to two directors on the board of directors. The class A shareholders hold a majority of the issued shares and are to resolve that the rights of the class B shareholders be modified and

9、 shall only have the right to appoint one director. Required: Explain whether the holders of the class A shares can unilaterally resolve to vary the rights attached to the class B shares. (10 marks)（分数：10.00）_8.The directors of XYZ Limited have resolved that the company is in a critical financial si

10、tuation and shall soon be unable to pay its debts. The company should be able to recover its financial stability within the short-term. Required: Advise the directors of XYZ Limited: (a) whether they may apply for corporate recovery in terms of the provisions of the Companies Act, 1995; and (5 marks

11、) (b) the role of the special controller in such a procedure. (5 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Malta）真题 2007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 Maltese legal system, explain the rules commonly applied by the courts in interpreting legislation.

12、 (10 marks)（分数：10.00）_正确答案：( )解析：2.In terms of contract law, explain the internal requisite of subject matter which is essential for the validity of a contract. (10 marks)（分数：10.00）_正确答案：( )解析：3.In terms of the provisions on commercial partnerships, explain and distinguish between the modes of disso

13、lution of partnerships en nom collectif and of partnerships en commandite. (10 marks)（分数：10.00）_正确答案：( )解析：In terms of the provisions of the Companies Act, 1995: （分数：10.00）(1).(a) define a company officer; and (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the procedure for the removal of an auditor

14、. (7 marks)（分数：5.00）_正确答案：( )解析：4.In terms of the Companies Act, 1995, explain the procedure for decisions of an ordinary and extraordinary nature to be taken at general meetings of shareholders of companies. (10 marks)（分数：10.00）_正确答案：( )解析：5.In terms of the Employment and Industrial Relations Act,

15、2002, explain the rights afforded to employees to ensure due payment and receipt of their wages. (10 marks)（分数：10.00）_正确答案：( )解析：6.In terms of the Companies Act, 1995, explain and distinguish between wrongful and fraudulent trading. (10 marks)（分数：10.00）_正确答案：( )解析：Jason is looking to purchase a 52 i

16、nch television. His friend Michael owns an electronic store and offers to sell him a television set having the required screen size for a particular price. Jason decides to take some further time to decide and see if he can obtain a further reduced price from another outlet. He subsequently receives

17、 a letter from Michael requesting that he take delivery of the television within a period of 15 days and that he pay the relative price he had offered him. Required: （分数：10.00）(1).(a) Explain whether the offer made by Michael has all the requisites for it to be deemed a valid offer made to Jason. (5

18、 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain whether the purported sale between Michael and Jason is deemed legally concluded. (5 marks)（分数：5.00）_正确答案：( )解析：7.The statutory documents of a company, QU Limited, provide for two classes of shares, with each class of shareholders having the right to appo

19、int up to two directors on the board of directors. The class A shareholders hold a majority of the issued shares and are to resolve that the rights of the class B shareholders be modified and shall only have the right to appoint one director. Required: Explain whether the holders of the class A shar

20、es can unilaterally resolve to vary the rights attached to the class B shares. (10 marks)（分数：10.00）_正确答案：( )解析：8.The directors of XYZ Limited have resolved that the company is in a critical financial situation and shall soon be unable to pay its debts. The company should be able to recover its financial stability within the short-term. Required: Advise the directors of XYZ Limited: (a) whether they may apply for corporate recovery in terms of the provisions of the Companies Act, 1995; and (5 marks) (b) the role of the special controller in such a procedure. (5 marks)（分数：10.00）_正确答案：( )解析：