试卷详情
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ACCA考试F4公司法与商法(Hong Kong)真题2008年6月
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[简答题]In relation to the Hong Kong Special Administrative Region (‘the Region’), explain the importance of the Basic Law to the Region. (10 marks)
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[简答题]In relation to company law:
(a) Explain and distinguish between an annual general meeting and an extraordinary general meeting. (6 marks)
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[简答题]In relation to the law of tort, explain the following terms:
(a) The tort of ‘passing off’ regarding the use of the name of a company. (5 marks)
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[简答题]In relation to company law:
(b) Explain what is a share. (4 marks)
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[简答题]In relation to the Employment Ordinance (Cap 57), explain the following:
(a) A continuous contract and its importance. (4 marks)
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[简答题]In relation to company law:
(b) State and explain the compulsory clauses in the memorandum. (6 marks)
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[简答题]Brian is Paul’s father. In January this year, Paul orally agreed with Brian to decorate Brian’s apartment at cost. Subsequently, they signed a written agreement, which reflected all the terms that they had agreed. In April, Paul completed the decoration. However, Brian has refused to pay to Paul the cost.
Required:
In relation to contract law, advise Paul as to whether he can commence legal action against Brian to recover the cost. (10 marks)
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[简答题]In relation to company law:
(a) Explain the memorandum and articles of association of a company and the interrelationship between them. (4 marks)
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[简答题]Daniel had been the owner of a restaurant, which is named Daniel Restaurant, before he sold the restaurant to Eddy two years ago (‘the sale’).
Ever since the restaurant started business, all the food of the restaurant has been supplied by Mary. Mary has only dealt with Daniel regarding the sale and the settlement of the price relating to the food supplied to the restaurant.
After the sale, Daniel continued to work in the restaurant in the same way as he used to do. The name of the restaurant remained the same as before and Daniel was still the holder of the business certificate and the licence of the restaurant.
Last week, the restaurant failed to settle the price for some of the food. Mary had no knowledge that the business of the restaurant had changed hands and that Eddy was the true owner of the restaurant (‘the facts’) until Daniel told her the facts this morning for the first time.
Required:
In relation to agency law, advise Mary as to the proper persons against whom
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[简答题]In relation to corporate governance and the duty of disclosure under s.341 of the Securities and Futures Ordinance (Cap 571):
(a) Explain the duty of disclosure. (4 marks)
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[简答题]Allan, Beauty and Collins were partners of a partnership before they incorporated ABC Ltd to replace the business of the partnership. They are the directors and the shareholders of the company, and each of them holds one third of the company’s shares. The company adopts Table A of the Companies Ordinance (Cap 32) as its articles of association.
About one month ago, by a properly convened shareholders’ meeting, it was resolved that Beauty and Collins were to take full responsibility for the management of the company. The resolution was objected to by Allan when it was passed.
Required:
Advise Allan as to whether any unfairly prejudicial conduct has been committed by Beauty and Collins. (10 marks)
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[简答题]In relation to the Partnership Ordinance (Cap 38), explain the duties owed by a partner to the other partners of a partnership. (10 marks)