ACCA考试F4公司法与商法（Malta）真题2009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 2009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.In relation to the Maltese legal system, distinguish between the primary and secondary sources of law. (10 marks)（分数：10.00）_2.In terms of the law of contract, explain the doctrine of privity of contra

2、ct. (10 marks)（分数：10.00）_3.Under contract law, explain what are the external essential requisites of a valid contract. (10 marks)（分数：10.00）_4.In terms of the Information to Employees Regulations, 2002, issued under the Employment and Industrial Relations Act, 2002, state what information must be pro

3、vided by an employer to his employee on commencement of employment, in the absence of a written contract of service. (10 marks)（分数：10.00）_In relation to company law, explain the following: （分数：10.00）(1).(a) ordinary shares; and (5 marks) （分数：5.00）_(2).(b) preference shares, including the manner of r

4、edemption of preference shares. (5 marks)（分数：5.00）_5.In terms of the Companies Act, 2005, explain the role of the company secretary. (10 marks)（分数：10.00）_6.In the context of company law, explain the instances when the concept of separate personality may be ignored. (10 marks)（分数：10.00）_Philip is a d

5、irector of two listed public companies in which he has substantial shareholdings: AAA plc and BBB plc. The annual reports of both AAA plc and BBB plc have just been drawn up although not yet disclosed. They show that AAA plc has made an unexpected large loss and that BBB plc has made an equally surp

6、rising large profit. On the basis of this information Philip sold his shares in AAA plc and bought shares in BBB plc. He also advised his uncle Michael to buy shares in BBB plc. Michael who is also a shareholder in both companies sold a good number of shares in AAA plc only the day before its annual

7、 report was published. Required: （分数：10.00）(1).(a) Analyse the above circumstances in the light of the legal provisions on market abuse; and (8 marks) （分数：5.00）_(2).(b) Advise Michael as to his position. (2 marks)（分数：5.00）_Julian is employed by Create Limited (Create) for a fixed period of two years

8、. After eighteen months, his employer is about to fire him as he is consistently arriving at work late. James is also an employee of Create but is on an indefinite contract and wishes to terminate his employment as he wishes to relocate overseas. Required: （分数：10.00）(1).(a) Advise Create Limited whe

9、ther they may terminate Julians employment in terms of the provisions of the Employment and Industrial Relations Act 2002; (7 marks) （分数：5.00）_(2).(b) Advise James of the procedure he must follow in order to resign from his post with Create Limited. (3 marks)（分数：5.00）_During a recent meeting of the

10、board of the directors of a company its future prospects were discussed. The chairman informed the rest of the board (composed of five members) that the company was heading towards a state of insolvency. The chairman, nonetheless informed the board that the company had continued to trade over the pa

11、st months and that he recommended the acquisition of a large investment and requested that the said investment be approved by the board. The transaction was approved. There was one director, Mr Jones, who dissented in view of the companys precarious financial position and the substantial debts the c

12、ompany had accumulated over recent years. Required: （分数：10.00）(1).(a) Explain if action can be taken against the chairman for fraudulent trading or wrongful trading; and (6 marks) （分数：5.00）_(2).(b) Explain the defences the dissenting director, Mr Jones, could raise if he were also to be held liable

13、for wrongful trading or fraudulent trading. (4 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Malta）真题 2009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.In relation to the Maltese legal system, distinguish between the primary and secondary sources of law. (10 marks)（分数：10.00）_正确答案：( )解析：2.I

14、n terms of the law of contract, explain the doctrine of privity of contract. (10 marks)（分数：10.00）_正确答案：( )解析：3.Under contract law, explain what are the external essential requisites of a valid contract. (10 marks)（分数：10.00）_正确答案：( )解析：4.In terms of the Information to Employees Regulations, 2002, iss

15、ued under the Employment and Industrial Relations Act, 2002, state what information must be provided by an employer to his employee on commencement of employment, in the absence of a written contract of service. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to company law, explain the following: （分数：1

16、0.00）(1).(a) ordinary shares; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) preference shares, including the manner of redemption of preference shares. (5 marks)（分数：5.00）_正确答案：( )解析：5.In terms of the Companies Act, 2005, explain the role of the company secretary. (10 marks)（分数：10.00）_正确答案：( )解析：6.In th

17、e context of company law, explain the instances when the concept of separate personality may be ignored. (10 marks)（分数：10.00）_正确答案：( )解析：Philip is a director of two listed public companies in which he has substantial shareholdings: AAA plc and BBB plc. The annual reports of both AAA plc and BBB plc

18、have just been drawn up although not yet disclosed. They show that AAA plc has made an unexpected large loss and that BBB plc has made an equally surprising large profit. On the basis of this information Philip sold his shares in AAA plc and bought shares in BBB plc. He also advised his uncle Michae

19、l to buy shares in BBB plc. Michael who is also a shareholder in both companies sold a good number of shares in AAA plc only the day before its annual report was published. Required: （分数：10.00）(1).(a) Analyse the above circumstances in the light of the legal provisions on market abuse; and (8 marks)

20、 （分数：5.00）_正确答案：( )解析：(2).(b) Advise Michael as to his position. (2 marks)（分数：5.00）_正确答案：( )解析：Julian is employed by Create Limited (Create) for a fixed period of two years. After eighteen months, his employer is about to fire him as he is consistently arriving at work late. James is also an employe

21、e of Create but is on an indefinite contract and wishes to terminate his employment as he wishes to relocate overseas. Required: （分数：10.00）(1).(a) Advise Create Limited whether they may terminate Julians employment in terms of the provisions of the Employment and Industrial Relations Act 2002; (7 ma

22、rks) （分数：5.00）_正确答案：( )解析：(2).(b) Advise James of the procedure he must follow in order to resign from his post with Create Limited. (3 marks)（分数：5.00）_正确答案：( )解析：During a recent meeting of the board of the directors of a company its future prospects were discussed. The chairman informed the rest of

23、 the board (composed of five members) that the company was heading towards a state of insolvency. The chairman, nonetheless informed the board that the company had continued to trade over the past months and that he recommended the acquisition of a large investment and requested that the said invest

24、ment be approved by the board. The transaction was approved. There was one director, Mr Jones, who dissented in view of the companys precarious financial position and the substantial debts the company had accumulated over recent years. Required: （分数：10.00）(1).(a) Explain if action can be taken against the chairman for fraudulent trading or wrongful trading; and (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the defences the dissenting director, Mr Jones, could raise if he were also to be held liable for wrongful trading or fraudulent trading. (4 marks)（分数：5.00）_正确答案：( )解析：