试卷详情
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ACCA考试F4公司法与商法(Global)真题2010年6月
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[简答题]Chi, Di and Fi formed an ordinary partnership to run an art gallery. Each of them paid $100,000 into the business. As Fi had no prospect of raising any more money it was agreed between them that her maximum liability for any partnership debts would be fi xed at her original contribution of $100,000. The partnership agreement specifi cally restricted the scope of the partnership business to the sale of ‘paintings, sculptures and other works of art.’ In January 2010 Chi took $10,000 from the partnership’s bank drawn on its overdraft facility. She had told the bank that the money was to fi nance a short-term partnership debt but in fact she used the money to pay for a holiday. In February Di entered into a $25,000 contract on behalf of the partnership to buy some books, which she hoped to sell in the gallery.
Required:
Advise Chi, Di and Fi as to their various rights and liabilities in relation to the operation of the business under partnership law. (10 marks)
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[简答题]In relation to the ICC Incoterms, explain the meaning and effect of the following:(a) EXW; (3 marks)
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[简答题]In relation to the UNCITRAL Model Law on International Commercial Arbitration, explain:(a) the implications of the requirement that an arbitration agreement has to be in writing; (6 marks)
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[简答题]Gilt Co is a small company with an issued share capital of 100,000 $1 shares held by 100 members.
Harry the managing director of Gilt Co has been approached by Itt Co in respect of its making a takeover bid for Gilt Co. Itt Co has given Harry what is described as a facility fee of $50,000 for ensuring that the takeover is successful.
At the next board meeting Harry convinces the other directors that the takeover bid is in the long-term interest of Gilt Co, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover.
In order to ensure the success of the takeover, the directors agree that they should allot suffi cient new shares to Itt Co to ensure that a new majority of members will support the takeover.
After the allocation of the shares to Itt Co, a general meeting is called to consider the takeover and it is approved, with Itt Co voting in favour.
May, a substantial shareholder in Gilt Co has subsequently found
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[简答题]Explain the meaning of the following terms in company law:(a) a debenture; (3 marks)
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[简答题]Within the context of the UN Convention on Contracts for the International Sale of Goods, explain:(a) how an offer may be accepted; (5 marks)
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[简答题]Explain the meaning and role of the following international organisations paying particular attention to their dispute resolving functions:(a) ICC; (5 marks)
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[简答题]Explain the documents necessary, and the procedure to be followed, in registering a public limited company. (10 marks)
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[简答题]Axel is a German manufacturer who uses hydrochloric acid in his manufacturing process. In January 2010 he entered into a contract with Boris, a Russian wholesaler of chemicals, for the supply of 100 tonnes of hydrochloric acid to be delivered to his factory in Germany by 1 April. In March Boris found out that his supplier, the company, which actually manufactured the acid, was engaged in a long-standing industrial dispute and would not be able to supply the acid.
When Boris failed to deliver the acid by the agreed date Axel was forced to buy an alternative supply of acid to keep his production process operating. The cost of the replacement acid was considerably higher than the price agreed in the contract with Boris. As a result Axel intends suing Boris for breach of contract, claiming compensation for damages, consisting of the difference between the price of the acid established in the contract and the price at which he was obliged to purchase the acid from the third party. Boris
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[简答题]In the context of corporate governance, explain the rules relating to the appointment, duties and powers of a company secretary in a public limited company. (10 marks)