ACCA考试F4公司法与商法（Russia）真题2011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 2011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：10，分数：100.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Explain the process through which a proposal for new legislation becomes a federal law. (6 marks) （分数：5.00）_(2).(b) Describe the factors t

2、hat limit the powers of the Russian legislature to enact new federal laws. (4 marks)（分数：5.00）_In relation to the law of obligations, explain the meaning and operation of the following: （分数：10.00）(1).(a) Forfeit; (4 marks) （分数：5.00）_(2).(b) Pledge. (6 marks)（分数：5.00）_1.In relation to employment law,

3、explain the provisions of the Labour Code in respect of fixed-term labour agreements. (10 marks)（分数：10.00）_In relation to company law: （分数：10.00）(1).(a) Explain the meaning and significance of separate legal personality. (5 marks) （分数：5.00）_(2).(b) Explain the process through which a company limited

4、 by shares is formed. (5 marks)（分数：5.00）_In relation to capital and financing of companies limited by shares: （分数：10.00）(1).(a) Explain the purposes of capital. (4 marks) （分数：5.00）_(2).(b) Explain the legal requirements that must be fulfilled if a company wishes to reduce its Charter capital. (6 mar

5、ks)（分数：5.00）_In relation to the management and administration of companies limited by shares: （分数：10.00）(1).(a) Explain any TEN matters that fall within the exclusive competence of the general meeting of shareholders. (5 marks) （分数：5.00）_(2).(b) Describe how decisions are taken by the general meetin

6、g of shareholders. (5 marks)（分数：5.00）_(1).(a) Explain the meaning and scope of the term corporate governance. (6 marks) （分数：5.00）_(2).(b) Describe the role of the following bodies in relation to promoting best practices in corporate governance: (i) The internal auditors; (2 marks) (ii) The external

7、auditors. (2 marks)（分数：5.00）_2.Alexander is the chief executive officer of OAO- Trade. While driving back from a business meeting to his companys head office, Alexander lost control of his company car. The car collided with a vegetable stall by the side of the road before hitting the shop front of a

8、 restaurant, causing considerable damage to the vegetable stall and the restaurant. The owner of the vegetable stall claimed that the accident destroyed all of his stock, valued at 50.000 roubles. Alexander quickly wrote, signed and dated a note acknowledging that the company would pay 50.000 rouble

9、s to the owner of the vegetable stall, which was countersigned by the owner of the vegetable stall. Alexander agreed with the owner of the restaurant that any claim should be submitted to OAO- Trade in writing. Four days later, OAO- Trade received a letter from the owner of the vegetable stall claim

10、ing that the damaged inventory was worth 75.000 roubles and that it would be claiming this sum from the company. The company also received a letter from the owner of the restaurant claiming 100.000 roubles for the damage to the front of the building, 50.000 roubles to replace furniture destroyed in

11、the accident and 200.000 roubles for business that would be lost in the next three months while the restaurant was being repaired. Required: Discuss the extent to which OAO- Trade and Alexander personally would be liable in respect of the claims made by the owner of the vegetable stall and the owner

12、 of the restaurant. (10 marks)（分数：10.00）_Anna, Oleg, Peter, Rosa and Viktoria are partners working together in a general partnership. The business has been operating profitably for two years. However, there have been arguments between the partners about the amount of work each contributes to the bus

13、iness. At an informal meeting attended by Anna, Oleg, Rosa and Viktoria, it was suggested that Peter had been putting much less effort into the business than the other partners. Anna suggested that steps be taken to dismiss Peter from the partnership. Oleg and Rosa agreed with this proposal, but Vik

14、toria was opposed to this, arguing that Peter contributed valuable ideas to the business. They agreed to discuss the matter in the near future. A few days after the meeting, Anna died in an accident. Annas daughter Svetlana, her legal heir, subsequently made it clear that she wished to take over Ann

15、as position in the partnership. None of the surviving partners wished to work with Svetlana, who had no relevant business experience. Required:（分数：10.00）(1).(a) Analyse the courses of action that may be taken by the partners in relation to their disagreement on whether to dismiss Peter from the part

16、nership. (5 marks) （分数：5.00）_(2).(b) Explain whether the partners can prevent Svetlana from becoming a partner. (5 marks)（分数：5.00）_OAO- Relax is a company that operates a chain of hotels and leisure centres in several towns and cities throughout Russia. Last year, OAO- Relax appointed Tamara, a new

17、chief executive officer, who persuaded the board of directors to diversify the business by setting up a chain of health clubs. Despite scepticism in the media and opposition from some of the shareholders, Tamara proceeded with the plans. The outcome of the diversification has been a disaster. The he

18、alth clubs failed to attract sufficient business to cover their costs and proved to be a drain on the companys resources. OAO- Relax is faced with the prospect of closing down the health clubs, or selling off this part of the business at a huge loss. A group of shareholders that collectively holds 8

19、% of the shares in OAO- Relax believes that the initiative has caused irreversible damage to the company. They have been backed by three of the companys ten directors, who consistently opposed the initiative only to be outvoted by their colleagues on the board. These directors argue that their colle

20、agues who backed Tamaras ideas made no real effort to understand the market and simply went along with Tamaras proposals. These directors are willing to provide documentary evidence that the decisions that were taken were based on incomplete and inaccurate information. Required:（分数：10.00）(1).(a) Exp

21、lain the actions that the shareholders who own 8% of the shares in OAO- Relax could take to address their concerns. (5 marks) （分数：5.00）_(2).(b) Discuss the potential accountability of Tamara and the other directors of OAO- Relax for the losses sustained by the company. (5 marks)（分数：5.00）_ACCA考试 F4公司

22、法与商法（Russia）真题 2011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：10，分数：100.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Explain the process through which a proposal for new legislation becomes a federal law. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the factors th

23、at limit the powers of the Russian legislature to enact new federal laws. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of obligations, explain the meaning and operation of the following: （分数：10.00）(1).(a) Forfeit; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Pledge. (6 marks)（分数：5.00）_正确答案：( )解析：1

24、.In relation to employment law, explain the provisions of the Labour Code in respect of fixed-term labour agreements. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the meaning and significance of separate legal personality. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(

25、b) Explain the process through which a company limited by shares is formed. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to capital and financing of companies limited by shares: （分数：10.00）(1).(a) Explain the purposes of capital. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the legal requirements that

26、 must be fulfilled if a company wishes to reduce its Charter capital. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the management and administration of companies limited by shares: （分数：10.00）(1).(a) Explain any TEN matters that fall within the exclusive competence of the general meeting of sharehold

27、ers. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe how decisions are taken by the general meeting of shareholders. (5 marks)（分数：5.00）_正确答案：( )解析：(1).(a) Explain the meaning and scope of the term corporate governance. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the role of the following bodies

28、in relation to promoting best practices in corporate governance: (i) The internal auditors; (2 marks) (ii) The external auditors. (2 marks)（分数：5.00）_正确答案：( )解析：2.Alexander is the chief executive officer of OAO- Trade. While driving back from a business meeting to his companys head office, Alexander

29、lost control of his company car. The car collided with a vegetable stall by the side of the road before hitting the shop front of a restaurant, causing considerable damage to the vegetable stall and the restaurant. The owner of the vegetable stall claimed that the accident destroyed all of his stock

30、, valued at 50.000 roubles. Alexander quickly wrote, signed and dated a note acknowledging that the company would pay 50.000 roubles to the owner of the vegetable stall, which was countersigned by the owner of the vegetable stall. Alexander agreed with the owner of the restaurant that any claim shou

31、ld be submitted to OAO- Trade in writing. Four days later, OAO- Trade received a letter from the owner of the vegetable stall claiming that the damaged inventory was worth 75.000 roubles and that it would be claiming this sum from the company. The company also received a letter from the owner of the

32、 restaurant claiming 100.000 roubles for the damage to the front of the building, 50.000 roubles to replace furniture destroyed in the accident and 200.000 roubles for business that would be lost in the next three months while the restaurant was being repaired. Required: Discuss the extent to which

33、OAO- Trade and Alexander personally would be liable in respect of the claims made by the owner of the vegetable stall and the owner of the restaurant. (10 marks)（分数：10.00）_正确答案：( )解析：Anna, Oleg, Peter, Rosa and Viktoria are partners working together in a general partnership. The business has been op

34、erating profitably for two years. However, there have been arguments between the partners about the amount of work each contributes to the business. At an informal meeting attended by Anna, Oleg, Rosa and Viktoria, it was suggested that Peter had been putting much less effort into the business than

35、the other partners. Anna suggested that steps be taken to dismiss Peter from the partnership. Oleg and Rosa agreed with this proposal, but Viktoria was opposed to this, arguing that Peter contributed valuable ideas to the business. They agreed to discuss the matter in the near future. A few days aft

36、er the meeting, Anna died in an accident. Annas daughter Svetlana, her legal heir, subsequently made it clear that she wished to take over Annas position in the partnership. None of the surviving partners wished to work with Svetlana, who had no relevant business experience. Required:（分数：10.00）(1).(

37、a) Analyse the courses of action that may be taken by the partners in relation to their disagreement on whether to dismiss Peter from the partnership. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain whether the partners can prevent Svetlana from becoming a partner. (5 marks)（分数：5.00）_正确答案：( )解析：OAO-

38、Relax is a company that operates a chain of hotels and leisure centres in several towns and cities throughout Russia. Last year, OAO- Relax appointed Tamara, a new chief executive officer, who persuaded the board of directors to diversify the business by setting up a chain of health clubs. Despite s

39、cepticism in the media and opposition from some of the shareholders, Tamara proceeded with the plans. The outcome of the diversification has been a disaster. The health clubs failed to attract sufficient business to cover their costs and proved to be a drain on the companys resources. OAO- Relax is faced with the prospect of closing down the health clubs, or selling off this part of the business at a huge loss. A group of shareholders that collectively holds 8% of the shares in OAO- Relax believes that the initiative has caused irrever