ACCA考试F4公司法与商法（Russia）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（Russia）真题 2010年 12月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Describe the sources of law in the Russian Federation. (6 marks) （分数：5.00）_(2).(b) Explain the role of judges in the courts of the Russian Fed

2、eration. (4 marks)（分数：5.00）_In relation to non-contractual obligations: （分数：10.00）(1).(a) Explain the provisions of the Civil Code that determine whether a non-contractual obligation arises between two parties. (4 marks) （分数：5.00）_(2).(b) Describe the consequences that arise when a party is deemed t

3、o bear a non-contractual obligation to another party, and any factors that may limit these consequences. (6 marks)（分数：5.00）_1.In relation to employment law, explain the grounds and circumstances under which a labour agreement may be terminated. (10 marks)（分数：10.00）_In relation to limited liability c

4、ompanies: （分数：10.00）(1).(a) Explain the characteristics of a limited liability company. (5 marks) （分数：5.00）_(2).(b) Explain the provisions of the Civil Code in respect of the matters that can only be decided by the shareholders of a limited liability company acting collectively in a general meeting.

5、 (5 marks)（分数：5.00）_In relation to the management and administration of limited companies: （分数：10.00）(1).(a) Describe the duties and powers of the internal audit commission. (6 marks) （分数：5.00）_(2).(b) Explain how the role of the external auditor differs from the role of the internal audit commissio

6、n. (4 marks)（分数：5.00）_In relation to companies limited by shares: （分数：9.99）(1).(a) Explain the rights of ordinary shareholders. (3 marks) （分数：3.33）_(2).(b) Explain the rights of preference shareholders. (3 marks) （分数：3.33）_(3).(c) Explain the rights of providers of long-term capital. (4 marks)（分数：3.

7、33）_In relation to corporate governance: （分数：10.00）(1).(a) Defi ne what is meant by corporate governance. (3 marks) （分数：5.00）_(2).(b) Explain the signifi cance of corporate governance for open companies limited by shares. (7 marks)（分数：5.00）_2.Ivan is an antiques dealer. He imported two extremely rar

8、e statues, created by the same sculptor, and placed an advertisement in a specialist magazine offering them for sale at a price of 1 million roubles per statue. Ekaterina replied to the advertisement immediately by post, agreeing to pay 1 million roubles to purchase one statue. However, she then had

9、 doubts about whether the statue would be a good bargain and sent a fax on the same day that her letter was despatched to say that she had changed her mind. On the same day, Leonid replied to the advertisement by post, confi rming that he would be prepared to pay 800.000 roubles for one statue. Havi

10、ng been away on a business trip for a few days, Ivan arrived at his offi ce and read the letter and fax sent by Ekaterina and the letter sent by Leonid. He sent faxes to both customers confi rming that he would supply the statues immediately. In the fax to Ekaterina he informed her that her fax coul

11、d not cancel the deal as she had accepted his offer. On the same morning, Nikolai visited Ivan and offered to purchase both statues for 1.5 million roubles each. Ivan accepted this proposal and sold the statues immediately. Required: Advise Ekaterina, Leonid and Nikolai whether or not they have ente

12、red into legally binding contracts. (10 marks)（分数：10.00）_3.Natasha is an experienced producer of drama, and her plays have been highly successful in major cities and towns in recent years. She has decided to embark on a highly ambitious production that will require a substantial investment. Despite

13、her impressive record, Natashas usual sponsors have been unwilling to commit themselves to fi nancing her new proposal, considering it to be too risky. In order to develop this project further, Natasha has held meetings with Maria, who has indicated that she may be prepared to provide fi nance. Mari

14、a is moderately wealthy but wishes to limit her fi nancial exposure to the risks presented by Natashas proposal. She has suggested that they should form a legal entity in order to develop and stage the production. Although she has not ruled out collaborations in the future, Maria is unsure whether h

15、er commitment will extend beyond this particular project. Other than providing fi nance and taking a reasonable fi nancial return, Maria is not willing to get involved in the project itself. Required: Discuss the advantages and disadvantages of the alternative business forms that could be adopted by

16、 Natasha and Maria. (10 marks)（分数：10.00）_Alexander has been the general director of -ZAO- JKL for three months. He has a fi xed term contract with the company that expires in 21 months time. On his appointment he was considered to have all the necessary skills to make the company more competitive. A

17、s Alexander owns 12% of the shares in the company, he was also regarded as a person who would be highly committed to the future of -ZAO- JKL. The internal auditor recently informed the board of directors of some disturbing facts. In the course of their duties they discovered that Alexander had recor

18、ds of ongoing discussions with key executives of -ZAO- PQR, the companys main competitor. These records included notes that contained sensitive information on the sales performance and marketing plans of -ZAO- JKL, and it was quite clear that these had been discussed with the executives of the compe

19、titor. When the board of directors asked Alexander for an explanation of his actions, he replied that his actions were totally appropriate as it was common business practice to interact with other infl uential people in the industry and that there would be benefi ts for both companies. The board of

20、directors was not satisfi ed with Alexanders explanation and decided that they would need to consider Alexanders future position in the company, as well as any action that might be taken to remedy any losses infl icted on the company by his actions. Required:（分数：10.00）(1).(a) Discuss the potential a

21、ctions that may be instigated by -ZAO- JKL against Alexander. (6 marks) （分数：5.00）_(2).(b) Discuss the actions that Alexander may take to defend his position. (4 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Russia）真题 2010年 12月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Russia

22、n legal system: （分数：10.00）(1).(a) Describe the sources of law in the Russian Federation. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the role of judges in the courts of the Russian Federation. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to non-contractual obligations: （分数：10.00）(1).(a) Explain the

23、provisions of the Civil Code that determine whether a non-contractual obligation arises between two parties. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the consequences that arise when a party is deemed to bear a non-contractual obligation to another party, and any factors that may limit these

24、consequences. (6 marks)（分数：5.00）_正确答案：( )解析：1.In relation to employment law, explain the grounds and circumstances under which a labour agreement may be terminated. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to limited liability companies: （分数：10.00）(1).(a) Explain the characteristics of a limited

25、liability company. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the provisions of the Civil Code in respect of the matters that can only be decided by the shareholders of a limited liability company acting collectively in a general meeting. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the manageme

26、nt and administration of limited companies: （分数：10.00）(1).(a) Describe the duties and powers of the internal audit commission. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain how the role of the external auditor differs from the role of the internal audit commission. (4 marks)（分数：5.00）_正确答案：( )解析：In

27、relation to companies limited by shares: （分数：9.99）(1).(a) Explain the rights of ordinary shareholders. (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the rights of preference shareholders. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the rights of providers of long-term capital. (4 marks)（分数：3.33）

28、_正确答案：( )解析：In relation to corporate governance: （分数：10.00）(1).(a) Defi ne what is meant by corporate governance. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the signifi cance of corporate governance for open companies limited by shares. (7 marks)（分数：5.00）_正确答案：( )解析：2.Ivan is an antiques dealer.

29、 He imported two extremely rare statues, created by the same sculptor, and placed an advertisement in a specialist magazine offering them for sale at a price of 1 million roubles per statue. Ekaterina replied to the advertisement immediately by post, agreeing to pay 1 million roubles to purchase one

30、 statue. However, she then had doubts about whether the statue would be a good bargain and sent a fax on the same day that her letter was despatched to say that she had changed her mind. On the same day, Leonid replied to the advertisement by post, confi rming that he would be prepared to pay 800.00

31、0 roubles for one statue. Having been away on a business trip for a few days, Ivan arrived at his offi ce and read the letter and fax sent by Ekaterina and the letter sent by Leonid. He sent faxes to both customers confi rming that he would supply the statues immediately. In the fax to Ekaterina he

32、informed her that her fax could not cancel the deal as she had accepted his offer. On the same morning, Nikolai visited Ivan and offered to purchase both statues for 1.5 million roubles each. Ivan accepted this proposal and sold the statues immediately. Required: Advise Ekaterina, Leonid and Nikolai

33、 whether or not they have entered into legally binding contracts. (10 marks)（分数：10.00）_正确答案：( )解析：3.Natasha is an experienced producer of drama, and her plays have been highly successful in major cities and towns in recent years. She has decided to embark on a highly ambitious production that will r

34、equire a substantial investment. Despite her impressive record, Natashas usual sponsors have been unwilling to commit themselves to fi nancing her new proposal, considering it to be too risky. In order to develop this project further, Natasha has held meetings with Maria, who has indicated that she

35、may be prepared to provide fi nance. Maria is moderately wealthy but wishes to limit her fi nancial exposure to the risks presented by Natashas proposal. She has suggested that they should form a legal entity in order to develop and stage the production. Although she has not ruled out collaborations

36、 in the future, Maria is unsure whether her commitment will extend beyond this particular project. Other than providing fi nance and taking a reasonable fi nancial return, Maria is not willing to get involved in the project itself. Required: Discuss the advantages and disadvantages of the alternativ

37、e business forms that could be adopted by Natasha and Maria. (10 marks)（分数：10.00）_正确答案：( )解析：Alexander has been the general director of -ZAO- JKL for three months. He has a fi xed term contract with the company that expires in 21 months time. On his appointment he was considered to have all the nece

38、ssary skills to make the company more competitive. As Alexander owns 12% of the shares in the company, he was also regarded as a person who would be highly committed to the future of -ZAO- JKL. The internal auditor recently informed the board of directors of some disturbing facts. In the course of t

39、heir duties they discovered that Alexander had records of ongoing discussions with key executives of -ZAO- PQR, the companys main competitor. These records included notes that contained sensitive information on the sales performance and marketing plans of -ZAO- JKL, and it was quite clear that these had been discussed with the executives of the competitor. When the board of directors asked Alexander for an explanation of his actions, he replied that his actions were totally appropriate as it was common business practice to interact with other infl uential peop