ACCA考试F4公司法与商法（Russia）真题2010年6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 6月及答案解析(总分：99.98，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, explain the meaning of the following terms, giving examples of each: （分数：10.00）(1).(a) Accomplishment; (3 marks) （分数：2.50）_(2).(b) Execution; (2 marks) （分数：2.50）

2、_(3).(c) Observance; (2 marks) （分数：2.50）_(4).(d) Enforcement. (3 marks)（分数：2.50）_1.In relation to the law of obligations, explain the provisions set out in the Civil Code in respect of the proper discharge of obligations. (10 marks)（分数：10.00）_2.In relation to employment law, explain the extent to wh

3、ich an employer may make signifi cant changes to the conditions of a labour agreement. (10 marks)（分数：10.00）_In relation to partnership law: （分数：9.99）(1).(a) Explain the characteristics of a general partnership that differentiate it from other types of business organisation. (4 marks) （分数：3.33）_(2).(

4、b) Describe the consequences to the general partnership of the withdrawal of a partner. (3 marks) （分数：3.33）_(3).(c) Describe the consequences to the general partnership of the death of a partner. (3 marks)（分数：3.33）_In relation to the management and administration of a company limited by shares: （分数：

5、10.00）(1).(a) Explain the matters that fall within the exclusive competence of the board of directors. (5 marks) （分数：5.00）_(2).(b) Explain the legal constraints that limit the actions of the board of directors and the executive body. (5 marks)（分数：5.00）_In relation to company meetings: （分数：10.00）(1).

6、(a) Explain the role of the tabulation commission. (4 marks) （分数：5.00）_(2).(b) Explain the provisions of federal law in respect of the following: (i) Absentee voting; (2 marks) (ii) Cumulative voting; (2 marks) (iii) Quorum. (2 marks)（分数：5.00）_3.In relation to company insolvency, explain the purpose

7、s of observation and describe the observation process. (10 marks)（分数：10.00）_OOO Festival organised a day of traditional folk music to take place on a public holiday. It entered into a contract with a popular folk music group to play at the festival as the main attraction. As the group was in strong

8、demand, OOO Festival paid 50% of the groups fee in advance to secure the booking. It entered into a further contract with OOO Sweep to remove litter and clean the venue after the event had fi nished. One day before the event, the folk music group contacted OOO Festival to inform it that the groups m

9、ost important musician had been taken ill suddenly, but a replacement group had been engaged to take the groups place. Due to an administrative error, OOO Sweep found that they had insuffi cient workers to perform the cleaning duties after the event, but hired another cleaning company to carry out t

10、his work. Required: （分数：9.99）(1).(a) Examine the implications of the folk music groups withdrawal from the event and its decision to engage the services of an alternative act to perform in its place. (4 marks) （分数：3.33）_(2).(b) Explain whether OOO Festival can claim a refund of the 50% deposit paid

11、to the group that was unable to perform due to the illness of the musician. (3 marks) （分数：3.33）_(3).(c) Discuss the right of OOO Sweep to engage a replacement cleaning company. (3 marks)（分数：3.33）_ZAO Snack is a company that operates a popular chain of coffee shops in a large city. The company has gr

12、own rapidly but is now looking for additional fi nance to enable further expansion to be achieved. The three main shareholders have approached Vera, a wealthy entrepreneur, to encourage her to invest in the company.Vera has been impressed by the company and the vision of its owners, but has stated t

13、hat she will only invest subject to certain conditions. Vera has informed the main shareholders that in order to provide the fi nance that is sought by them, she wants to take a minimum equity stake in the company of 10%. She also wants to be guaranteed a minimum annual dividend of 10%, which she no

14、tes from the most recent fi nancial accounts and projections would be easily affordable to the company. The main shareholders of the company have agreed to transfer 10% of the total shares in the company to Vera by decreasing their own shareholdings. However, they are concerned about the potential i

15、mplications of offering her a 10% stake in the company, the minimum fi nancial stake that she requires and the minimum return that she wants the company to provide. Required: （分数：10.00）(1).(a) Explain the impact of Vera acquiring a 10% stake in the equity of the company in respect of her ability to

16、infl uence future decisions and actions proposed by the shareholders. (4 marks) （分数：5.00）_(2).(b) Discuss the potential consequences of the company guaranteeing Vera a minimum income of 10% from an investment in the company. (6 marks)（分数：5.00）_4.OAO Trade is experiencing severe fi nancial difficulti

17、es and must raise cash quickly if it is to survive. Andrei, the general director, has suggested that the company should sell its prestigious Moscow offi ces and then lease alternative premises, thereby securing the future of the company in the medium-term. Andrei has also informed his colleagues tha

18、t a company in which his family owns 30% of the shares is prepared to purchase the Moscow offi ces, though it would expect to pay somewhat less than the full market value of the premises in return for a quick purchase. Andreis recommendation has angered some of the shareholders in the company, as th

19、e offi ces represent a substantial proportion of the companys assets. Required: Explain how the shareholders are protected in this situation, and the actions they can take in order to ensure that the best interests of the company are served. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Russia）真题 2010年 6月答案解

20、析(总分：99.98，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, explain the meaning of the following terms, giving examples of each: （分数：10.00）(1).(a) Accomplishment; (3 marks) （分数：2.50）_正确答案：( )解析：(2).(b) Execution; (2 marks) （分数：2.50）_正确答案：( )解析：(3).(c) Observa

21、nce; (2 marks) （分数：2.50）_正确答案：( )解析：(4).(d) Enforcement. (3 marks)（分数：2.50）_正确答案：( )解析：1.In relation to the law of obligations, explain the provisions set out in the Civil Code in respect of the proper discharge of obligations. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to employment law, explain

22、 the extent to which an employer may make signifi cant changes to the conditions of a labour agreement. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to partnership law: （分数：9.99）(1).(a) Explain the characteristics of a general partnership that differentiate it from other types of business organisatio

23、n. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Describe the consequences to the general partnership of the withdrawal of a partner. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Describe the consequences to the general partnership of the death of a partner. (3 marks)（分数：3.33）_正确答案：( )解析：In relation to the manag

24、ement and administration of a company limited by shares: （分数：10.00）(1).(a) Explain the matters that fall within the exclusive competence of the board of directors. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the legal constraints that limit the actions of the board of directors and the executive

25、body. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company meetings: （分数：10.00）(1).(a) Explain the role of the tabulation commission. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the provisions of federal law in respect of the following: (i) Absentee voting; (2 marks) (ii) Cumulative voting; (2 ma

26、rks) (iii) Quorum. (2 marks)（分数：5.00）_正确答案：( )解析：3.In relation to company insolvency, explain the purposes of observation and describe the observation process. (10 marks)（分数：10.00）_正确答案：( )解析：OOO Festival organised a day of traditional folk music to take place on a public holiday. It entered into a

27、contract with a popular folk music group to play at the festival as the main attraction. As the group was in strong demand, OOO Festival paid 50% of the groups fee in advance to secure the booking. It entered into a further contract with OOO Sweep to remove litter and clean the venue after the event

28、 had fi nished. One day before the event, the folk music group contacted OOO Festival to inform it that the groups most important musician had been taken ill suddenly, but a replacement group had been engaged to take the groups place. Due to an administrative error, OOO Sweep found that they had ins

29、uffi cient workers to perform the cleaning duties after the event, but hired another cleaning company to carry out this work. Required: （分数：9.99）(1).(a) Examine the implications of the folk music groups withdrawal from the event and its decision to engage the services of an alternative act to perfor

30、m in its place. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain whether OOO Festival can claim a refund of the 50% deposit paid to the group that was unable to perform due to the illness of the musician. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Discuss the right of OOO Sweep to engage a replacement cle

31、aning company. (3 marks)（分数：3.33）_正确答案：( )解析：ZAO Snack is a company that operates a popular chain of coffee shops in a large city. The company has grown rapidly but is now looking for additional fi nance to enable further expansion to be achieved. The three main shareholders have approached Vera, a

32、wealthy entrepreneur, to encourage her to invest in the company.Vera has been impressed by the company and the vision of its owners, but has stated that she will only invest subject to certain conditions. Vera has informed the main shareholders that in order to provide the fi nance that is sought by

33、 them, she wants to take a minimum equity stake in the company of 10%. She also wants to be guaranteed a minimum annual dividend of 10%, which she notes from the most recent fi nancial accounts and projections would be easily affordable to the company. The main shareholders of the company have agree

34、d to transfer 10% of the total shares in the company to Vera by decreasing their own shareholdings. However, they are concerned about the potential implications of offering her a 10% stake in the company, the minimum fi nancial stake that she requires and the minimum return that she wants the compan

35、y to provide. Required: （分数：10.00）(1).(a) Explain the impact of Vera acquiring a 10% stake in the equity of the company in respect of her ability to infl uence future decisions and actions proposed by the shareholders. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the potential consequences of the

36、company guaranteeing Vera a minimum income of 10% from an investment in the company. (6 marks)（分数：5.00）_正确答案：( )解析：4.OAO Trade is experiencing severe fi nancial difficulties and must raise cash quickly if it is to survive. Andrei, the general director, has suggested that the company should sell its

37、prestigious Moscow offi ces and then lease alternative premises, thereby securing the future of the company in the medium-term. Andrei has also informed his colleagues that a company in which his family owns 30% of the shares is prepared to purchase the Moscow offi ces, though it would expect to pay

38、 somewhat less than the full market value of the premises in return for a quick purchase. Andreis recommendation has angered some of the shareholders in the company, as the offi ces represent a substantial proportion of the companys assets. Required: Explain how the shareholders are protected in this situation, and the actions they can take in order to ensure that the best interests of the company are served. (10