试卷详情
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ACCA考试F4公司法与商法(South Africa)真题2008年12月
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[简答题]In company law:
(b) explain the procedure for altering class rights. (4 marks)
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[简答题]X & Co acts as the statutory auditors of Easy Ltd, a company that provides bridging finance in the building sector. The directors of Easy Ltd appointed Frank as the company’s financial manager. It subsequently came to light that Frank had previously served a prison sentence for theft and embezzlement. During the past financial year Frank forged the signature of one of the company’s directors on several of the company’s cheques and managed to steal a substantial amount of the company’s money. Although X & Co conducted its usual audit of Easy Ltd’s financial records, it failed to discover the theft and forgery. The directors of Easy Ltd maintain that X & Co did not conduct the audit with reasonable care.
Required:
Advise Easy Ltd on the feasibility of a claim against the company’s auditors. (10 marks)
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[简答题]In relation to partnership law, explain the requirement that the business of the partnership must be carried on for the joint benefit of all the partners. (10 marks)
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[简答题]In company law:
(a) explain and distinguish between shares and debentures; (6 marks)
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[简答题]In relation to the contents of a contract, explain the following:
(a) suspensive conditions; (5 marks)
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[简答题]In relation to the legal system, explain the impact of human rights law on statutory interpretation. (10 marks)
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[简答题]Andrew is the owner of a coffee bar in Pretoria. He agreed to purchase a food vending machine from Ben and signed the contract without reading its terms. The contract contained an exemption clause excluding liability for all kinds of defects in the machine. The machine proved to be totally defective. Andrew purported to terminate the contract and also maintains that the contract is in conflict with what he and Ben orally had agreed on.
Required:
Advise Andrew as to whether or not he would succeed. (10 marks)
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[简答题]The memorandum of association of Continental (Pty) Ltd states that the main object of the company is to construct buildings in Gauteng. Article 5 of the company’s articles authorises the managing director to enter into all contracts on behalf of the company. Article 6 provides that any contract involving an amount in excess of R400,000 requires the prior consent of the shareholders in a general meeting. The managing director buys a truck in the name of the company at a price of R600,000, without the prior consent of the shareholders in a general meeting as required by Article 6. The seller of the truck admits that she has never read the articles of association of the company.
Required:
Discuss whether the contract is binding on the company. (10 marks)
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[简答题]In company law, indicate the nature of, and legal control over, insider dealing. (10 marks)
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[简答题]In relation to close corporation law, discuss a member’s power to bind the close corporation in contract. (10 marks)
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[简答题]Explain how ‘ratification’ can validate the acts of an unauthorised agent. (10 marks)