ACCA考试F4公司法与商法（South+Africa）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（South+Africa）真题 2010 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：1，分数：0.00)1.In relation to the legal system, explain what the constitutional control of legislation is. (10 marks)（分数：10.00）_2.In relation to the law of agency, explain how the doctrine of the undiscl

2、osed principal can create a binding contract. (10 marks)（分数：10.00）_3.In relation to the law of contract, explain what is meant by a time clause. (10 marks)（分数：10.00）_4.In relation to partnership law, discuss the extent of the partnership fund. (10 marks)（分数：10.00）_5.In relation to the law of delict,

3、 explain the meaning of causality and of remoteness of damage. (10 marks)（分数：10.00）_6.In the context of company law, discuss the ways in which the directors of a company are appointed to their offi ce. (10 marks)（分数：10.00）_7.In relation to company law, explain what is meant by corporate governance.

4、(10 marks)（分数：10.00）_8.Andrew undertook to build a house for Ben according to the specifi cations set out in the building plan. The plan specifi ed that the doors and kitchen cupboards be built with solid oak wood. Andrew agreed to this. However, he later installed cheaper doors and cupboards of com

5、pressed wood to save money, in order to make an even greater profi t from the contract. Required: Discuss whether Ben will be entitled to get an order for specifi c performance to have the doors and kitchen cupboards replaced with solid wood. (10 marks)（分数：10.00）_9.Cathy, Donald and Eddy are the onl

6、y members of Fragrance CC. They have been informed that there may be future changes in the legislation that would make it less attractive and convenient for them to continue to do business as a close corporation. They want to convert their business into a company. Fragrance CC has quite a number of

7、creditors. Required: Advise the parties on what steps they should take to convert the close corporation into a company and explain what the effect of the conversion would be. (10 marks)（分数：10.00）_10.Graham was the successful owner of a hardware store. He had great ambitions to expand his store into

8、a nationwide franchise. Graham sold his business to Handyware (Pty) Ltd, a company that he incorporated. As purchase price for the store he received 10,000 preference shares and secured debentures issued by the company. Graham was appointed managing director of the company and he was also the only s

9、hareholder. Due to the economic downturn Handyware (Pty) Ltd was liquidated two years later. There are insuffi cient assets to pay both Grahams secured debentures and the ordinary creditors. Handyware (Pty) Ltd also owes money to various other creditors. One of the creditors alleges that Graham orde

10、red supplies from him while he knew the company was insolvent. Required: Advise the liquidators of Handyware (Pty) Ltd on the validity of the debentures and the possibility of holding Graham personally liable for the companys debts. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（South+Africa）真题 2010 年 12 月答

11、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 legal system, explain what the constitutional control of legislation is. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the law of agency, explain how the doctrine of the undisclosed principal can create a binding

12、contract. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to the law of contract, explain what is meant by a time clause. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to partnership law, discuss the extent of the partnership fund. (10 marks)（分数：10.00）_正确答案：( )解析：5.In relation to the law of delict, ex

13、plain the meaning of causality and of remoteness of damage. (10 marks)（分数：10.00）_正确答案：( )解析：6.In the context of company law, discuss the ways in which the directors of a company are appointed to their offi ce. (10 marks)（分数：10.00）_正确答案：( )解析：7.In relation to company law, explain what is meant by cor

14、porate governance. (10 marks)（分数：10.00）_正确答案：( )解析：8.Andrew undertook to build a house for Ben according to the specifi cations set out in the building plan. The plan specifi ed that the doors and kitchen cupboards be built with solid oak wood. Andrew agreed to this. However, he later installed chea

15、per doors and cupboards of compressed wood to save money, in order to make an even greater profi t from the contract. Required: Discuss whether Ben will be entitled to get an order for specifi c performance to have the doors and kitchen cupboards replaced with solid wood. (10 marks)（分数：10.00）_正确答案：(

16、 )解析：9.Cathy, Donald and Eddy are the only members of Fragrance CC. They have been informed that there may be future changes in the legislation that would make it less attractive and convenient for them to continue to do business as a close corporation. They want to convert their business into a com

17、pany. Fragrance CC has quite a number of creditors. Required: Advise the parties on what steps they should take to convert the close corporation into a company and explain what the effect of the conversion would be. (10 marks)（分数：10.00）_正确答案：( )解析：10.Graham was the successful owner of a hardware sto

18、re. He had great ambitions to expand his store into a nationwide franchise. Graham sold his business to Handyware (Pty) Ltd, a company that he incorporated. As purchase price for the store he received 10,000 preference shares and secured debentures issued by the company. Graham was appointed managin

19、g director of the company and he was also the only shareholder. Due to the economic downturn Handyware (Pty) Ltd was liquidated two years later. There are insuffi cient assets to pay both Grahams secured debentures and the ordinary creditors. Handyware (Pty) Ltd also owes money to various other cred

20、itors. One of the creditors alleges that Graham ordered supplies from him while he knew the company was insolvent. Required: Advise the liquidators of Handyware (Pty) Ltd on the validity of the debentures and the possibility of holding Graham personally liable for the companys debts. (10 marks)（分数：10.00）_正确答案：( )解析：