ACCA考试F4公司法与商法（Zimbabwe）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（Zimbabwe）真题 2011 年 12 月及答案解析(总分：99.98，做题时间：120 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the legal system of Zimbabwe, explain how any TWO of the following tribunals work:(10 marks) （分数：9.99）(1).(a) Labour Court; （分数：3.33）_(2).(b) Administrative Court; （分数：3.33）_(3)

2、.(c) Special Court for Income Tax Appeals.（分数：3.33）_1.In relation to the law of contract, explain how parties may be deemed to be bound to each other on the basis of quasi-mutual assent. (10 marks)（分数：10.00）_2.In relation to the law of delict, define the meaning of causation and the approach of the

3、courts when determining it. (10 marks)（分数：10.00）_3.In relation to employment law, explain any FIVE methods by which a contract of employment may be terminated. (10 marks)（分数：10.00）_In relation to company law: （分数：10.00）(1).(a) Distinguish between the various classes of shares; (6 marks) （分数：5.00）_(2

4、).(b) Explain the procedure for altering class rights. (4 marks)（分数：5.00）_In relation to company law, explain and distinguish between the following types of company meetings: （分数：9.99）(1).(a) Statutory meeting; (4 marks) （分数：3.33）_(2).(b) Annual general meeting; (3 marks) （分数：3.33）_(3).(c) Extraordi

5、nary general meeting. (3 marks)（分数：3.33）_4.In relation to governance and ethical issues, explain how the concept of corporate governance has been applied in Zimbabwe. (10 marks)（分数：10.00）_Rover advertised in the Daily Echo the sale of a unique original painting by a famous Italian artist. The price

6、for the rare painting was $50,00000, and Rover undertook to sell the painting to the first person that signified acceptance by telephoning him on a given telephone number. Piper sent an email message to Rover offering to pay $45,00000 for the painting. Rover ignored the email message and decided to

7、sell the painting to Chancer, who offered $48,00000 by telephone. Piper is now prepared to pay $50,00000 to Rover. Piper is so desperate to secure the painting that he is prepared to approach the High Court to obtain an interdict to prevent the sale of the painting by Rover to Chancer. Required: In

8、relation to the law of contract, discuss: （分数：10.00）(1).(a) Whether a valid contract has arisen between Rover and Piper; (8 marks) （分数：5.00）_(2).(b) What would be Pipers likely prospects of success if he were to approach the High Court to obtain an interdict to prevent the sale of the painting by Ro

9、ver to Chancer. (2 marks)（分数：5.00）_Robert is a sculptor at Shingai Sculptors, a partnership of five sculptors. The members serve a six-month term each as Chairman. The Chairmans duties include making contracts for the purchase of stone and sale of finished sculptures. Robert has just completed his t

10、erm of office as Chairman. When his successor, Morgan, took over, he discovered that Robert had entered into a contract for the delivery of two tonnes of assorted rock from Germinston Quarries; and further, that Robert had entered into an agreement with a visiting Texas businessman, Digger Barnes, f

11、or the supply of 1,000 assorted stone sculptures for sale in a Dallas gift shop (the Barnes contract). When the stone was delivered it was obvious that, although suitable for general sculpture work, it was totally unsuitable for the style of sculpture carried out at Shingai Sculptures. Morgan has fu

12、rther discovered that Robert is filling the entire Barnes contract from his work and has not brought it to the notice of the partnership. Required: In relation to partnership law, advise Morgan as to:（分数：10.00）(1).(a) Whether or not the partnership can rescind the rock contract with Germinston Quarr

13、ies. (5 marks) （分数：5.00）_(2).(b) What rights the partnership may have with respect to the Barnes contract. (5 marks)（分数：5.00）_Dennis and Noel Dube are first cousins. Dennis is an accountant and Noel is an architect, and in 1999 they formed a private company called Buildarama (Pvt) Limited. The compa

14、nys shares are fully issued and paid for, the shareholding structure is on an equal basis, and the two cousins are the sole directors of the company. Since the beginning of 2010, Buildarama (Pvt) Limited has allegedly owed an amount of $200 00000 to Flame Lily Industries, a company that supplies a v

15、ariety of building materials to the construction industry throughout the country. Not only is the figure of $200 00000 disputed by Buildarama, but the company believes that it has a valid counter-claim for breach of contract against Flame Lily Industries as well. Flame Lily Industries have now issue

16、d a creditors petition for the winding up of Buildarama (Pvt) Ltd. On their creditors petition Flame Lily Industries are arguing that, in the alternative, the High Court can appoint a provisional judicial manager to run the affairs of Buildarama (Pvt) Limited. Required In relation to insolvency proc

17、eedings, discuss: （分数：10.00）(1).(a) The likely prospects of success for Flame Lily Industries based on Buildarama (Pvt) Limiteds alleged inability to pay debts; (7 marks) （分数：5.00）_(2).(b) What Flame Lily Industries must establish for the court to appoint a provisional judicial manager. (3 marks)（分数

18、：5.00）_ACCA 考试 F4 公司法与商法（Zimbabwe）真题 2011 年 12 月答案解析(总分：99.98，做题时间：120 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the legal system of Zimbabwe, explain how any TWO of the following tribunals work:(10 marks) （分数：9.99）(1).(a) Labour Court; （分数：3.33）_正确答案：( )解析：(2).(b) Administrative Cou

19、rt; （分数：3.33）_正确答案：( )解析：(3).(c) Special Court for Income Tax Appeals.（分数：3.33）_正确答案：( )解析：1.In relation to the law of contract, explain how parties may be deemed to be bound to each other on the basis of quasi-mutual assent. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the law of delict, define

20、 the meaning of causation and the approach of the courts when determining it. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to employment law, explain any FIVE methods by which a contract of employment may be terminated. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) D

21、istinguish between the various classes of shares; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the procedure for altering class rights. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to company law, explain and distinguish between the following types of company meetings: （分数：9.99）(1).(a) Statutory meet

22、ing; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Annual general meeting; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Extraordinary general meeting. (3 marks)（分数：3.33）_正确答案：( )解析：4.In relation to governance and ethical issues, explain how the concept of corporate governance has been applied in Zimbabwe. (10 ma

23、rks)（分数：10.00）_正确答案：( )解析：Rover advertised in the Daily Echo the sale of a unique original painting by a famous Italian artist. The price for the rare painting was $50,00000, and Rover undertook to sell the painting to the first person that signified acceptance by telephoning him on a given telephon

24、e number. Piper sent an email message to Rover offering to pay $45,00000 for the painting. Rover ignored the email message and decided to sell the painting to Chancer, who offered $48,00000 by telephone. Piper is now prepared to pay $50,00000 to Rover. Piper is so desperate to secure the painting th

25、at he is prepared to approach the High Court to obtain an interdict to prevent the sale of the painting by Rover to Chancer. Required: In relation to the law of contract, discuss: （分数：10.00）(1).(a) Whether a valid contract has arisen between Rover and Piper; (8 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Wh

26、at would be Pipers likely prospects of success if he were to approach the High Court to obtain an interdict to prevent the sale of the painting by Rover to Chancer. (2 marks)（分数：5.00）_正确答案：( )解析：Robert is a sculptor at Shingai Sculptors, a partnership of five sculptors. The members serve a six-month

27、 term each as Chairman. The Chairmans duties include making contracts for the purchase of stone and sale of finished sculptures. Robert has just completed his term of office as Chairman. When his successor, Morgan, took over, he discovered that Robert had entered into a contract for the delivery of

28、two tonnes of assorted rock from Germinston Quarries; and further, that Robert had entered into an agreement with a visiting Texas businessman, Digger Barnes, for the supply of 1,000 assorted stone sculptures for sale in a Dallas gift shop (the Barnes contract). When the stone was delivered it was o

29、bvious that, although suitable for general sculpture work, it was totally unsuitable for the style of sculpture carried out at Shingai Sculptures. Morgan has further discovered that Robert is filling the entire Barnes contract from his work and has not brought it to the notice of the partnership. Re

30、quired: In relation to partnership law, advise Morgan as to:（分数：10.00）(1).(a) Whether or not the partnership can rescind the rock contract with Germinston Quarries. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) What rights the partnership may have with respect to the Barnes contract. (5 marks)（分数：5.00）_正确答

31、案：( )解析：Dennis and Noel Dube are first cousins. Dennis is an accountant and Noel is an architect, and in 1999 they formed a private company called Buildarama (Pvt) Limited. The companys shares are fully issued and paid for, the shareholding structure is on an equal basis, and the two cousins are the

32、 sole directors of the company. Since the beginning of 2010, Buildarama (Pvt) Limited has allegedly owed an amount of $200 00000 to Flame Lily Industries, a company that supplies a variety of building materials to the construction industry throughout the country. Not only is the figure of $200 00000

33、 disputed by Buildarama, but the company believes that it has a valid counter-claim for breach of contract against Flame Lily Industries as well. Flame Lily Industries have now issued a creditors petition for the winding up of Buildarama (Pvt) Ltd. On their creditors petition Flame Lily Industries a

34、re arguing that, in the alternative, the High Court can appoint a provisional judicial manager to run the affairs of Buildarama (Pvt) Limited. Required In relation to insolvency proceedings, discuss: （分数：10.00）(1).(a) The likely prospects of success for Flame Lily Industries based on Buildarama (Pvt) Limiteds alleged inability to pay debts; (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) What Flame Lily Industries must establish for the court to appoint a provisional judicial manager. (3 marks)（分数：5.00）_正确答案：( )解析：