ACCA考试F4公司法与商法（Malta）真题2008年6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 2008年 6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.Under the Maltese legal system, describe the manner in which the courts are structured, explaining the jurisdiction of the different courts. (10 marks)（分数：10.00）_In terms of the law of obligations, di

2、stinguish between: （分数：10.00）(1).(a) contracts and quasi-contracts; and (5 marks) （分数：5.00）_(2).(b) torts and quasi-torts. (5 marks)（分数：5.00）_2.In terms of the Companies Act, 1995, distinguish between a private limited liability company and a private exempt limited liability company. (10 marks)（分数：1

3、0.00）_3.In terms of the Companies Act, 1995, describe what must be contained in the memorandum of association of a private limited liability company. (10 marks)（分数：10.00）_4.In terms of Maltese civil law, explain the principal rights and obligations of the mandator and mandatary vis-vis each other. (

4、10 marks)（分数：10.00）_In terms of the Employment and Industrial Relations Act, 2002: （分数：10.00）(1).(a) explain the concept of probation; and (4 marks) （分数：5.00）_(2).(b) state the grounds upon which a contract of employment may be terminated for a good and sufficient cause. (6 marks)（分数：5.00）_5.Explain

5、 the concept of corporate governance in the context of both public and private companies. (10 marks)（分数：10.00）_James is the majority shareholder of a private limited liability company registered in Malta. James wishes to purchase a property and by way of security the bank are requesting that he pled

6、ge his shares in the company in its favour. James has discussed the matter with the other shareholders who have expressed their disagreement on the pledge and are not willing to resolve to change the memorandum and articles of association of the company to allow for the pledging of shares. Required:

7、 （分数：10.00）(1).(a) Explain whether James may pledge his shares in the company without obtaining the consent of the other shareholders. (5 marks) （分数：5.00）_(2).(b) Explain the procedure to be followed in order to place the pledge into effect, and to regulate the pledge once in effect. (5 marks)（分数：5.

8、00）_6.Mark agrees to purchase a frost-free freezer from a local retail outlet. He signs the purchase order and effects payment. However, when the freezer is delivered he soon discovers that the freezer is not frost-free. Required: Explain what action may be brought forward by Mark on the basis of in

9、validity of a contract. (10 marks)（分数：10.00）_ABC Limited is a private limited liability company having 99% of its issued shares subscribed to by John Abela and the remaining 1% by his brother Paul Abela. Paul Abela also holds the post of director together with his brother. Paul Abela passed away in

10、January 2007 leaving his brother John Abela as his sole heir. Despite such events ABC Limited has continued to trade. Required: （分数：10.00）(1).(a) Explain whether ABC Limited can continue to exist with a sole shareholder; and (4 marks) （分数：5.00）_(2).(b) Explain who, and on what grounds, may take acti

11、on on the basis of Article 214 of the Companies Act, 1995 to place ABC Limited into liquidation. (6 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Malta）真题 2008年 6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.Under the Maltese legal system, describe the manner in which the courts are structure

12、d, explaining the jurisdiction of the different courts. (10 marks)（分数：10.00）_正确答案：( )解析：In terms of the law of obligations, distinguish between: （分数：10.00）(1).(a) contracts and quasi-contracts; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) torts and quasi-torts. (5 marks)（分数：5.00）_正确答案：( )解析：2.In terms

13、 of the Companies Act, 1995, distinguish between a private limited liability company and a private exempt limited liability company. (10 marks)（分数：10.00）_正确答案：( )解析：3.In terms of the Companies Act, 1995, describe what must be contained in the memorandum of association of a private limited liability

14、company. (10 marks)（分数：10.00）_正确答案：( )解析：4.In terms of Maltese civil law, explain the principal rights and obligations of the mandator and mandatary vis-vis each other. (10 marks)（分数：10.00）_正确答案：( )解析：In terms of the Employment and Industrial Relations Act, 2002: （分数：10.00）(1).(a) explain the concep

15、t of probation; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state the grounds upon which a contract of employment may be terminated for a good and sufficient cause. (6 marks)（分数：5.00）_正确答案：( )解析：5.Explain the concept of corporate governance in the context of both public and private companies. (10 mar

16、ks)（分数：10.00）_正确答案：( )解析：James is the majority shareholder of a private limited liability company registered in Malta. James wishes to purchase a property and by way of security the bank are requesting that he pledge his shares in the company in its favour. James has discussed the matter with the ot

17、her shareholders who have expressed their disagreement on the pledge and are not willing to resolve to change the memorandum and articles of association of the company to allow for the pledging of shares. Required: （分数：10.00）(1).(a) Explain whether James may pledge his shares in the company without

18、obtaining the consent of the other shareholders. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the procedure to be followed in order to place the pledge into effect, and to regulate the pledge once in effect. (5 marks)（分数：5.00）_正确答案：( )解析：6.Mark agrees to purchase a frost-free freezer from a local

19、retail outlet. He signs the purchase order and effects payment. However, when the freezer is delivered he soon discovers that the freezer is not frost-free. Required: Explain what action may be brought forward by Mark on the basis of invalidity of a contract. (10 marks)（分数：10.00）_正确答案：( )解析：ABC Limi

20、ted is a private limited liability company having 99% of its issued shares subscribed to by John Abela and the remaining 1% by his brother Paul Abela. Paul Abela also holds the post of director together with his brother. Paul Abela passed away in January 2007 leaving his brother John Abela as his so

21、le heir. Despite such events ABC Limited has continued to trade. Required: （分数：10.00）(1).(a) Explain whether ABC Limited can continue to exist with a sole shareholder; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain who, and on what grounds, may take action on the basis of Article 214 of the Companies Act, 1995 to place ABC Limited into liquidation. (6 marks)（分数：5.00）_正确答案：( )解析：