ACCAF 知识点总结
ACCA-F7-知识点总结
ACCA考试F7知识点辅导I. The accounting problemBefore IAS37 provisions were recognized on the basis of prudence，little guidance was given on when a provision should be recognized and how it should be measured. This gave rise to inconsistencies，and also allowed profits to be manipulated.Some problems are noted below：(a) Provisions could be recognized on the basis of management intentions，rather than on any obligation to be entity;(b) Several items could be combined into one large provision. There were known as ‘big bath’ provisions;(c) A provision could be created for one purpose and then used for another;(d) Poor disclosure made it difficult to assess the effect of provisions on reported profits. In particular，provisions could be created when profits were high and released when profits were low in order to smooth profits.(1) DefinitionsIAS 37 views a provision as a liability.A provision is a liability of uncertainty timing or amount;A liability is an obligation of an enterprise to transfer economic benefits as a result of past transactions or events.Provision must be based on obligations，not management intentions.(2) Under IAS37， a provision should be recognized：a. When an enterprise has a present obligation;b. It is probable that a transfer of economic benefits will be required to settle it;c. A reliable estimate can be made of its amount; if a reasonable estimate cannot be made，then the nature of the provision and the uncertainties relating to the amount and timing of the cash flows should be disclosed.A provision is made for something which will probably happen. It should be recognizedwhen it is probable that a transfer of economic events will take place and when its amount can be estimated reliably.(3) Contingent liabilitiesDefinitionThe Standard defines a contingent liability as：(a) A possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise; or(b) A present obligation that arises from past events but is not recognized because：(i) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or(ii) The amount of the obligation cannot be measured with sufficient reliability.As a rule of thumb，probable means more than 50% likely. If an obligation is probable，it is not a contingent liability – instead，a provision is needed.Treatment of contingent liabilitiesContingent liabilities should not be recognized in financial statements but they should be disclosed. The required disclosures are：(a) A brief description of the nature of the contingent liability;(b) An estimate of its financial effect;(c) An indication of the uncertainties that exist;(d) The possibility of any reimbursement;(4) Contingent assetsDefinitionA possible asset that arises from the past events whose existence will be confirmed by the occurrence of one or more uncertain future events not wholly within the enterprise’s control.A contingent asset must not be recognized. Only when the realization of the relatedeconomic benefits is virtually certain should recognition take place. At that point，the asset is no longer a contingent asset.Disclosure：contingent assetsContingent assets must only be disclosed in the notes if they are probable. In that case a brief description of the contingent asset should be provided along with an estimate of its likely financial effect.II. Specific application1. Future operating lossesIn the past，provisions were recognized for future operating losses on the grounds of prudence. However these should not be provided for the following reasons.①They relate to future events;②There is no obligation to a third party. The loss-making business could be closed and the losses avoided.2. Onerous contractsAn onerous contract is a contract in which the unavoidable costs of meeting the contract exceed the economic benefits expected to be received under it.A common example of an onerous contract is a lease on a surplus factory. The leaseholder is legally obliged to carry on paying the rent on the factory，but they will not get any benefit from using the factory.The least net cost of an onerous contract should be recognized as a provision. The least net cost is the lower of the cost of fulfilling the contract or of terminating it and suffering any penalty payments.Some assets may have been bought specifically for the onerous contract. These should be reviewed for impairment before any separate provision is made for the contract itself.1DemoDroopers has recently bought all of the trade，assets and liabilities of Dolittle，an unincorporatd business. As part of the take-over all of the combined business’s activities have been relocated at Droopers main site. As a result Dolittle’s premises are now empty and surplus to requirements.However，just before the acquisition Dolittle had signed a three year lease for their premises at $6000 per calendar month. At 31 December 2003 this lease ad 32 months left to run and the landlord had refused to terminate the lease. A sub-tenant had taken over part of the premises for the rest of the lease at a rent of $2500 per calendar month.Required(a) Should Droopers recognized a provision for an onerous contract in respect of this lease?(b) Show how this information will be presented in the financial statements for 2003 and 2004. Ignore the time value of money.Solution：Droopers has a legal obligation to pay a further $192000 to the landlord，as a result of a lease signed before the year end. Therefore an onerous contract exists and must be provided for.There is also an amount recoverable form the sub-tenant of $80000(32×2500). This will be shown separately in the balance sheet as an asset.The $192000 payable and the $80000 recoverable can be netted off in the income statement.income statements20032004$$provision for onerous lease contract(net)112000 Dr.net rental payable on lease (72-30)-42000 Drrelease of provision42000 Cr112000 Dr.balance sheetsreceivalbesamounts recoverable from sub-tenants80000 Dr.50000 Drliabilitiesamounts payable on onerous contracts192000 Cr120000 Cr3. RestructuringA restructuring is a programme that is planned and controlled by management and has a material effect on：①The scope of a business undertaken by the reporting entity in terms of the products or services it provides; or②The manner in which a business undertaken by the reporting entity is conducted;Restructuring includes terminating a line of business，closure of business locations，changes in management structure，and refocusing a business’s operations.Restructuring provisions have always been quite common，and have often been misused. IAS37 restricts the recognition of restructuring provisions to situations where an entity has a constructive obligation to restructure.A constructive obligation will only arise if：①There is a detailed formal plan for restructuring. This must identify the businesses，locations and employees affected; and②Those affected have a valid expectation that the restructuring will be carried out. This can be by starting to implement the plan or by announcing it to those affected.The constructive obligation must exist at the year-end.(Any obligation arising after the year end may require disclosure under IAS10)A board decision alone will not create a constructive obligation unless：①The plan is already being implemented. For example，assets are being sold，redundancy negotiations have begun; or②The plan has been announced to those affected by it. The plan must have a strict timeframe without unreasonable delays; or③The Board itself contains representatives of employees or other groups affected by the decision.(This is common in mainland Europe.)An announcement to sell an operation will not create a constructive obligation. An obligation will only arise when a purchaser is found and there is a binding sale agreement.A restructuring provision should only include the direct costs of restructuring. These must be both：(a) Necessarily entailed by the restructuring; and(b) Not associated with the ongoing activities of the entity;The following costs must not be provided for because they relate to future events：(a) Retaining or relocating staff;(b) Marketing;(c) Investment in new systems and distribution networks;(d) Future operating losses (unless arising from an onerous contract)(e) Profits on disposal of assets.cca f7真题对于acca f7的考试的重要性我相信各位acca考生都心知肚明了，首先我们先看一下acca f7科目的考试内容ACCA F7科目介绍：F7《财务报告》是F3《财务会计》的后续课程或说是升级课程。
ACCA-F4知识要点汇总(精简版)
ACCA-F4知识要点汇总(精简版)1. 公司法律结构及管理公司的法律结构包括公司章程、股东协议、公司登记簿、董事会、股东大会、公司秘书等。
管理层需要遵守法律法规，同时也应该关注公司的社会责任和企业道德。
2. 公司财务及税务公司的财务部门需要负责编制财务报表、管理公司资金、进行预算和决策分析等。
税务部门需要负责申报税务、缴纳税款以及规划税务策略。
3. 合同法律框架合同是商业交易的基础，具有法律约束力。
合同的成立需要满足合同要素、合同内容的充分和明确、合同手续正确等条件。
合同的违约应该依法承担相应的法律责任。
4. 卖方和买方的权利与义务在商品的交易中，卖方需要履行交货、履行义务、提供货物信息等职责；买方需要履行付款、接收货物、检验货物、通知卖方等职责。
同时，卖方和买方也有权利保护自己的利益。
5. 银行融资银行融资是常见的企业融资方式，包括贷款、信用证、保函等。
企业在申请银行融资时需提供充分的资料和合理的担保措施，并在合同履行期内按期还款。
6. 国际贸易国际贸易的主体包括进出口商、代理商、货代、保险公司等。
在国际贸易中，涉及到的问题有贸易商信用、运输保险、海关手续等。
企业需要制定适应国际贸易的商业策略。
7. 合并与收购合并与收购是企业快速扩张的一种方式。
在进行合并与收购时，需要考虑战略目标、财务风险、员工合法权益等问题，并进行充分的财务、法律尽职调查。
8. 会计和审计会计和审计是公司财务管理的重要组成部分。
会计部门需要负责制定会计政策、编制财务报表等。
审计部门需要进行内部审核、外部审核等工作，并对财务报表的真实性和准确性进行评估。
ACCA F1 大题知识点
1.what are the porter`s value chain?(Porter grouped the various activities of an organization into a value chain.)The value chain describes those activities of the organization that add value to purchased inputs.The porter`s value chain comprise support activities, primary activities and margin. Primary activities are directly related to production, sales, marketing. Deliver and service. Support activities provide purchased inputs, human resources, technology and infrastructural functions to support the primary activities. The margin is the excess the customer is prepared to pay over the cost to the firm of obtaining resource inputs and providing value activities.2.What are the five competitive forces?The competitive environment is structures by five forces.Barriers to entry; substitute products; the bargaining power of customers; the bargaining power of suppliers; competitive rivalry (行业竞争对手)3.What are the differences between internal and external audit?a.Reason. Internal audit is an activity designed to add value and improve an organization`s operations. External audit is anexercise to enable auditors to express an opinion on the financial statements.b.Reporting to. Internal audit reports to the board of directors, or other charged with governance. The external auditors reportto the shareholders or members of a company on the stewardship of the directors.c.Relating to. Internal audit`s work relates to the financial statements. (Concerned with the financial records that underliethese.)d.Relationship. With the company. Internal auditors are very often employees of the organization. External auditors areindependent of the company and its management. (They are appointed by the shareholders.)4.Introduce the fiscal policy and monetary policyFiscal policy provides an method of managing aggregate demand in the economy. Fiscal policy includes government policy on taxation, public, borrowing and public spending. Monetary policy uses money supply. Interest rates or credit controls to influence aggregate demand. Monetary policy: government policy on the money supply, the monetary system, interest rates, exchange rates and the availability of credit.5.What the situations of budget surplus and budget deficit happen?When government`s income exceeds its expenditure and there is a negative PSNCR or Public sector debt repayment (PSDR), we say that the government is running a budget surplus. This may be a deliberate policy to reduce the size of the money supply by taking money out of the economy. When a government`s expenditure exceeds its income, we say that the government is runninga budget deficit.6.Why does organization exist? (In brief, organizations enable people to be more productive.)Organizations can achieve results which individuals cannot achieve by themselves.a.Overcome people`s individual limitations, whether physical or intellectual.b.Enable people to specialize in what they do best.c.Save time. Because people can work together or do two aspects of a different task at the same time.d.Accumulate and share knowledge.e.Enable synergy: by bring together two individuals their combined output will exceed their output if they continued workingseparately.7.What the different between private companies and public limited companies?In the UK, limited companies come in two types: private limited companies and public limited companies. They differ as follows.a.Member of shareholders, most private companies are owned by only a small number of shareholders. Public companiesgenerally are owned by a wide proportion of the investing public.b.Transferability of shares. Share in public companies van be offered ti the general public. In practice this means that they canbe traded on a stock exchange. Shares in private companies, on the other hand, are rarely transferable without the consent of the shareholders.c.Directors as shareholders. The directors of a private limited company are more likely to hold a substantial portion of thecompany`s shares than the directors of a public company.8.In mintzberg`s view, what are the five component parts of an organization.According to mintzberg`s view, the five component parts include strategic apex, operating core, middle line, techno structure and support staff.9.Introduce the components of the shamrock organization and the Anthony hierarchy.Shamrock organization includes self employed, contingent, professional and consumers. Robert Anthony classified managerialactivity as follows: strategic management, tactical management and operational management.10.What are the types of committee?Committee can be classified according to the power they exercise.a.Executive committees have the power to govern or administer.b.Standing committees are formed for a particular purpose on a permanent basis. Their role is to deal with routine businessdelegated to them at weekly or monthly meetings.c.AD hoc committees are formed to complete a particular task.d.Sub-committee may be formed to co-ordinate the activities of two or more committees.e.Management committees in many businesses contain executives at a number of levels not all the decisions in a firm need tobe taken by the board.11.What are the qualities of good information?The qualities of good information include accurate, complete, cost- beneficial, user-targeted, relevant, authoritative, timely, easy to use.12.Introduce Handy`s 4 types of culturea.Power culture is shaped by one individual.b.Role culture is a bureaucratic culture shaped by rationality, rules and procedures.c.Rask culture is shaped by a focus on outputs and results.d.Existential or person culture is shaped by the interests of individuals.13.List the potential benefits of the informal organization.The potential benefits of the informal organization include Employee commitment, knowledge sharing, speed, responsiveness, co-operation.P75,P70,P53,P18,P11。
ACCA F6知识要点汇总
F6知识点:第一章UK TAX SYSTEMTaxation function: encourage economic, social and environmental behaviour Structure: 税务由HMRC管理Human revenue and customs 英国税务及海关总署Source of law 立法Finance Act每年更新税率Tax year: April 6th to April 5thTax evasion is illegal 逃税非法 & Tax avoidance is legal 合理避税合法第二章Computation of taxable income and income tax liability1.Resident判定UK resident individuals UK & oversea income都交税Non‐UK resident individuals 仅UK income交税5 UK Ties:▲考试提供表格：Days inUK Previously resident Not previously resident < 16 Automatically not resident Automatically not resident 16 to 45 Resident if 4 UK ties(or more) Automatically not resident 46 to 90 Resident if 3 UK ties(or more) Resident if 3 UK ties(or more) 91 to 120 Resident if 2 UK ties(or more) Resident if 2 UK ties(or more) 121 to 182 Resident if 1 UK ties(or more) Resident if 1 UK ties(or more) 183 Automatically resident Automatically resident1. Types of incomeNon ‐saving income Trade incomeEmployment incomeProperty incomeSavings income Taxed income (20% tax 已扣)Bank interestBuilding society interest Interest received gross (未扣税)Government stocks (gilts 债券) interestNational saving & invest bank interest Dividend income 10% tax 已扣This tax credit is not refundable. Exempt income 免税收入，回答题目时必须注明时免税收入，不写没分Interest from Saving Certificates issued by National Savings and InvestmentBank(UK 国民储蓄和投资银行：储蓄账户免税，投资账户收税)国民储蓄券 Statutory redundancy money 裁员补偿Betting and gaming winnings 博彩奖金（收其他税，不收个税） Scholarships 奖学金Interest on damages for personal injuries 个人受伤赔偿，包括工资补贴等 in UK < 16Din UK < 46D, not resident in past 3 tax yearsFull time oversea work & in UK < 90Din UK >183D only home in UK Full time work in UK UK House in useSubstantive work in UK > 90D in either two past tax years more time in UK than oversea FamilyLocal authority grant 地方补助Income from investments made through new individual savings accounts (NISAs) NISA有3种, 每个Tax year overall subscription limit is 15,000。
accaf1知识点汇总
accaf1知识点汇总ACCA F1 Knowledge Points SummaryACCA F1 is the beginning course of the ACCA qualification. The syllabus includes management accounting, business organization and structure, financial accounting, and basic understanding of economics. Learning and mastering ACCA F1 knowledge points is important to successfully completing the rest of the qualification. In this article, we will summarize the key knowledge points of ACCA F1.1. The Business EntityThe business entity is the core of business studies. The different types of business entities determine the legal and financial responsibilities of the business. There are three main types of business entities: sole traders, partnerships, and companies. Understanding the differences between the three is important for analyzing and evaluating business operations.2. Costing and BudgetingCosting is the process of determining the cost of a product, service, or business operation. This is important for pricing decisions, operations analysis, and performance evaluation. Budgeting is the process of setting financial goals for a business and managing the resources to achieve these goals. Understanding the principles of costing and budgeting is essential to examine the financial performance of a business.3. Financial StatementsFinancial statements are the reports that summarize a business’s financial activity. The three primary financial statements are the balance sheet, income statement, and cash flow statement. The balance sheet shows the current financial situation of a business, the income statement analyzes the revenue and expenses, while the cash flow statement shows the flow of cash in and out of the business. The purpose of analyzing financial statements is to understand the financial health of a business and determine its profitability.4. Business StructuresBusiness structures refer to the different methods of organizing and operating a business. There are three main business structures:centralized, decentralized, and hybrid. A centralized structure has a single, central decision-making body, while a decentralized structure passes control to different sub-units. A hybrid structure combines elements of both centralized and decentralized structures. Understanding business structures is important for analyzing organizational effectiveness, as well as for making strategic decisionsin regards to organizational structure.5. Economic PrinciplesEconomic principles are basic rules that guide the study of economics. These principles include supply and demand, market equilibrium, opportunity cost, and comparative advantage. These concepts are important for understanding economic patterns, making strategic business decisions, and analyzing market behavior.6. Accounting ConceptsAccounting concepts refer to the basic principles of accounting that guide the reporting and interpretation of financial information. These concepts include the concept of double entry, accruals and prepayments, the accounting equation, and depreciation. Accounting concepts arecrucial for preparing and interpreting financial statements, as well as for making financial decisions based on a company’s financial data.In conclusion, ACCA F1 is a crucial course in the ACCA qualification. The syllabus teaches students a number of key concepts in business and finance, including costing and budgeting, financial statements, economics, business structures, and accounting. Understanding and mastering these concepts will lay a strong foundation for the rest of your studies and your future career in business and finance.。
ACCA F4知识点：Criminal law and Civil law
ACCA F4知识点：Criminal law and Civil law今天给大家来说一说ACCA F4中关于Criminal law和Civil law，即刑法和民法。
首先我们先来看一下它们的定义。
Civil law sets out the rights and duties of persons as between themselves. The person whose rights have been infringed can claim a remedy from the wrongdoer. 民法主要关注的是人的权利和责任以及对其的补偿。
Criminal law is concerned with the conduct that is considered so undesirable that the State punishes persons who transgress. 刑法主要关注的是一个违法的人对其的违法行为的惩罚。
关于Burden of proof，即举证责任，有相似的部分。
The necessity of proof normally lies with the person who lays charges, i.e. the claimant. 举证责任由原告承担。
这两者之间的区别主要体现在四个方面。
（1）Aim. Civil law is aimed to provide compensation for an injured party, whereas criminal law is to regulate society by the threat of punishment.（2）Parties. In a civil action, the claimant sues the defendant, while in a criminal action, the State prosecutes the defendant.（3）Standard of proof. In Civil law, if the claimant can prove the wrong on the balance of probabilities, his litigation is successful and the defendant is held liable. 民法中，要保持可能性的平衡。
超全ACCA FA(F3) 16-19章知识点总结(五)(干货精选)
超全ACCA FA（F3）16-19章知识点总结（五）（干货精选）ACCA F3是Financial Accounting (FA) 财务会计的简称，主要介绍了财务会计准则、相关会计科目账户建立以及准确财务信息的提供。
F3总体来说知识点细碎，考试范围广，要想掌握好F3的知识点，大量的练习是不可少的。
F3的整体难度为2颗星，建议留出一个月时间备考。
小盟君继续为大家分享ACCA F3知识点。
今天分享16-19章知识点，最后有公式详解呦。
1. 内部对账：自己家的帐和自己家的明细账对账。
2. 外部对账 :自己家的帐和外部的客户/供应商对账。
3.（内）balance c/d=total of listed balence：总账来自于日记账的加总做题时：control X →（adjust） adjustedMemo X →（adjust） adjusted4.总账&明细账：总账：control account ;general /nominal account明细账：memo account ;individual; list; ledger5.（外）两家公司进行对账：两家公司进行对账（期初一定能对的上）要对账的项目：Receivable<Dr> credit salesSales tax( if sale tax register)Interest on over due debtsDishonored chequeRefunds paid to credit customers<Cr> cash received from credit customersDiscount allowedReturn inwardsIrrecoverable debtsContra entry (对冲业务)Balance c/dPayable<Dr> cash paid to creditDiscount receivedReturn outwardsContra entryBalance c/d<Cr> credit salesSale tax（增值税的进项税）Refunds paid to credit suppliers6.refund：只要是refund都出现在增加的方向。
acca fm 知识点总结
acca fm 知识点总结作为ACCA考试的一部分， Financial Management（FM）是一个重要的科目。
该科目涵盖了许多财务管理的核心知识和技能。
准备FM考试需要对财务管理的理论和实践有深入的理解，并能够灵活运用这些知识解决实际问题。
在本文中，我们将对ACCA FM考试的知识点进行总结，希望对考生有所帮助。
1. 金融管理的基本概念金融管理是指企业如何有效地管理其财务资源以实现其目标。
这包括财务规划、财务决策、筹资、投资、风险管理等方面的内容。
2. 资本预算资本预算是指企业在购买固定资产、开发新产品、进行市场扩张等方面的投资决策。
在资本预算分析中，需要考虑投资的成本、收益、现金流等因素。
3. 资本结构资本结构是指企业通过债务和股权融资所形成的资本组合。
企业在确定资本结构时需要考虑成本、风险、灵活性等因素，并努力寻找最优的资本结构。
4. 企业估值企业估值是指对企业的价值进行评估，常用的方法包括财务比率分析、贴现现金流量法、市场比较法等。
企业估值对于收购、兼并、上市、融资等活动至关重要。
5. 资本成本资本成本是企业融资的成本，它影响了企业的投资决策、资本结构决策等。
资本成本的计算包括权益资本成本、债务资本成本和加权平均成本。
6. 资本市场资本市场是企业进行融资和投资的场所，包括股票市场、债券市场、外汇市场、衍生品市场等。
资本市场的运作对企业融资和投资具有重要影响。
7. 风险管理风险管理是企业管理和控制各种风险的过程，包括市场风险、信用风险、操作风险等。
企业需要使用各种金融工具来降低风险，例如期货、期权、互换等。
8. 财务分析财务分析是对企业财务状况和经营绩效进行评价，包括利润表、资产负债表、现金流量表等方面的分析。
通过财务分析，可以了解企业的盈利能力、偿债能力和经营风险。
9. 资金管理资金管理是指企业如何有效地管理其现金和流动资产，以满足日常经营和投资活动的需要。
资金管理涉及现金管理、流动资产投资、资金筹集等方面的内容。
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Chapter11. 民法(civil law)和刑法（criminal law ）的划分Civil law: an form of private law ， used by individuals to assert rights against other individualsCriminal law: an aspect of public law to regulate crimes and to punish offenders1. legislation(made by the Parliament)/secondarylegislation( in exercise of law-making powers delegatedby Parliament). [注：Necessity for delegatedlegislation/secondary legislation :more convenient ;can hand over the task of specifying the law in detail to experts] 2. 在case law 中:common law 普通法[created by judgesthrough the application of the principle of judicialprecedent. common law drew on customs/equity law 衡平法:to resolve disputes where damages are not asuitable remedy and to introduce fairness into the legal system.]2. 不同法院管辖事件的类型Chapter2 Chapter2 1. Doctrine of Precedence(遵循先例制度的一般规则): somedecisions made by a court are binding and similar subsequent legal cases should be decided on the basis of the law established in earlier cases.2. 可以创立判例法规则: Supreme Court/Court ofAppeal/High Court;不可以创立:Crown, Magistrates, County Courts cannot create precedent.3. Elements of judicial decision(影响法庭判决的因素):rationdecidendi 判决理由[the reason for the decision]/Obiter dicta 附带说明[statement made by the way, not binding, but merely of persuasive authority]4. 法官又可以因为那些理由拒绝先例(disregarding judicialprecedent): Overrule 取代[the procedure whereby a court higher in the legal hierarchy sets aside a legal ruling established in a previous case]/Reverse 推翻[a procedure whereby a court higher in the hierarchy reverses the decisionofalowercourtinthesamecase]/Distinguishing 法官的自由裁决[a precedent is avoided by a judge demonstrating that the material facts of two cases are not the same]5. Rules of Statutory Interpretation(法的解释):①the literalapproach :the literal rule[means that words in the Act should be given their literal and grammatical meaning rather than what the judge thinks they mean./the golden rule :this rule is applied in circumstances where the application of the literal rule is likely to result in an obviously absurd result. ②the purposive approach :the judge should ,where necessary ,look beyond the words of statute to find out the reason/purpose for its enactment,and that meaning should be interpreted in the light of the purpose[Mischief rule :purposive approach的具体表现形式/where a statute is designed to remedy a weakness in the law, the correct interpretation is the one which achieves it.]6.语言处理规则（法律没有追溯力a statute does not haveretrospective effect）Chapter3 合同法（IMP）1.合同的概念a legally binding agreement enforceable in law2.从要约到承诺是否达成agreement [invitations to treat要约邀请--offer要约--acceptance承诺----agreement]3.Termination of an offer:express rejection/counter off反要约/lapse of time/revocation of an off/death/if the off is suject toa condition,it will lapse on failure of that condition4.Privity of Contract合同相对性原则: the common law doctrinethat only those are party to the contract---have rights or liabilities under the contract/ have the right to enforce the contract,contracts cannot give rights or obligations to othersChapter41.分类标准Express and lmplied terms:某个条款是否经过双方当事人协商同意（agreed by the parties）Condition，warranties and innominate terms 核心，从属和无名条款：根据条款重要性2.免责条款（三观概念）Any clause that attempts to exempt , or limit, the liability of one party for breach of contract or negligence3 test: correctly incorporated into the contract形式正确/worded clearly to exclude the breach措辞清晰/reasonable per statute内容合理Chapter5 1.type of breach⏹Repudiatory breach根本性违约：refusal to perform拒绝履行/failure to perform an entire obligation不履行某项/incapacitation无力履行/breach ofcondition 违反核心条款/breach of an innominateterm违反无名条款⏹Anticipatory breach预期违约：未到合同履行时间，当事人提前说明无法履行；收到预期违约通知可立即追究违约责任，也可等到履行合同时间追究责任Lawful excuses for non-performance开脱责任：performance is impossible因不可预见的事情发生不可履行/尝试履行被拒绝/ the other party make it impossible for him to performance/contract is discharged through frustration情势变更/the party have been agreement permitted non-performance2.Remedies : when a breach occurs, the court has to decidewhat the appropriate remedy should be.3.Liquidated damage违约金：a genuine pre-estimate ofthe loss在订立合同前已经商定了，有利于解纠纷，如果违约金过高（远大于loss）判为惩罚性，则不可执行4.specific performance ：the court directs a party tocomplete their contractual obligations以下几种情况法官不会让合同继续履行：courts cannot supervise法官无力监督履行/personal service/minors involvedChapter6 Tort侵权法A wrongful act against an individual which gives rise to a civil claim.1.过失侵权的4个证明环节（概念标准内容）Negligence:It arises when one person suffers damage or injury though the negligent act(or omission to act)of another person.①Duty of care注意义务(三步走原则)1.Reasonable foreseeability合理预见原则2.Proximity关联性原则3.Justness and fairness of imposing a duty of care公平合理地强加注意义务②A breach of that duty违反注意义务1.general rule:The test for establishing breach of duty is an objective one:a breach of duty occurs if the defendant:”...fails to do something which a reasonable man...would do.”2.Special factors to considera.The probability of injuryb.The seriousness of the risk造成伤害的严重性c.Cost and practicability成本可行性mon practice证明是行业误差范围内e.Skilled persons/professionalsf.Social benefit③The breach of duty caused harm to the claimant违反义务是导致损失的原因1.The but for test2.No break in the chain of causation切断因果关系链的要素a.A natural eventb.Act of a third party 原侵权人不承担责任c.Act of the claimant④The loss ware not too remote主张的赔偿合理Reasonable foresight只赔偿违法者可以合理预见的部分2.抗辩事由①Contributory negligence共同过失（一般只是减少赔偿额，个别情况全部免除）②Volenti non fit injuria同意不生违法（彻底免除）Chapter7 劳动法1.身份判别①Control test :The amount of control that one person had over the other②Integration test不会外包给他人的，不可或缺的③Multiple test/Economic reality testa. The regularity and method of payment报酬支付频率，支付方式b. The ownership of tools and equipment是否提供工具c. The regularity of hours of work工作时间d. The ability to delegate all the work/to provide substitute是否代理2.义务①Common Law Duties-Employers’ common law duties1)Duty of mutual trust and confidence2)To provide work for workers3)To pay wages/remuneration4)To indemnify employee against expenses and losses5)To provide for the care and safety of the employee6)No duty to provide reference when employees leave-Employees’ common law duties1) To obey reasonable and lawful orders2) To act faithfully/duty of faithful service/duty to account for all money and property3) To exercise reasonable skill and care in any activity in their role as an employee/reasonable competence to do his job4) Personal service亲自完成交付的责任②Statutory Duties1)Pay and equality不能低于国家平均2) Time off work3)Trade union officials工会组织罢工可以参加，还要给工资4) Every woman has a right to maternity leave and some are entitled to maternity pay5) Health and safety6)Working time:17week,not exceed 48 hours for each 7 days除非员工书面同意多工作7) Flexible workingChapter81.解雇通知时间的计算1m-2Y: not less than 1 week2y-12y:1 week for each year≥12y: not less than 12 week劳动者离职要提前一周通知，合同期满不续则每工作一年折合一个月工资2.自动正当参加非法集合罢工unofficial industrial action/对国家安全有威胁自动不正当怀孕pregnancy/员工参加工会活动/收购并购时的解雇dismissal on transfer of an undertaking/工作存在安全问题/最低工作标准/作息时间/员工在周天拒绝工作3.用人单位解雇不当Chapter9 代理法1.代理关系建立方式Express agreement between the agent and principal达成委托代理协议合同，口头书面皆可Implied agreement默认没有代理协议但默认存在关系Ratification追任代理人先履行合同，事后委托人建立合同关系Without consent of principal 没有征得委托人同意就建立关系necessity/Estoppel2.代理权限（3）Express authority明示代理权限Implied authority默认代理权限Apparent/ostensible authority看起来有代理权限，实际上并没有Chapter10 合伙企业法1.合伙企业(概念):the relationships that subsists betweenpersons carrying on a business in common with a view to profit. standard partnership is not s separate legal entity and its partners have full personal liability for the debts of partnership.2.Termination/dissolution合伙企业解散的债务处理:payingoff external debts/repaying to the partners any loans or advances/repaying the partner’s capital contribution/anything left over is then repaid to the partners in the profit sharing ratio .3.Termination/dissolution合伙企业解散的条件:expiry of afixed period stipulated in the partnership agreement/completion of the express purpose for which the partnership was formed/partner gives notice to leave/a new partner is admitted into the partnership/death or bankruptcy of partner/happeningof any event which makes company can’t carry on/on application by a partner the Court may decree a dissolution of the partnership4.Sole trade宏观特征:is not a separate legal entity, theperson and business are viewed as the same legal entity5.Authority合伙人的代理权限:express authority明示代理权限[from partnership agreement]/implied authority默示代理权限/apparent authority表面代理权限[已经退伙但其他人不知道]6. A partner’s liability usually extends to the period forwhich were actually a partner of a firm. 合伙人只对担任合伙人期间合伙企业产生的债务有清偿责任7.Limited Partnership(LP)特征:the partnership must beregister with the Company Registry/one or more of the partners must bear full,unlimited liability/partners with limited liability may not take part in management and cannot usually bind the business in contract/limited partner cannot withdraw their capital8.Limited Liability Partnership(LLP)特征:must be registeredwith the the Registrar of Companies, with formation documents signed by at least two members/has a legal personality separate/ the name of partnership must end with LLP/partners are known as members, of which there must be at least two/LLPs must file annual returns and accounts/all members are agents of LLP/all members’liability is limited/a designated member is responsible for administration and filing/LLP is not subject to corporation taxChapter121.设立pre-incorporation contacts谁来履行？Promoters发起人2.交什么文件①Memorandum of association公司章程（89年）②Application for registration注册申请书③A statement of capital and initial shareholdings关于公司资本坏人原始持有股份的状况说明④Statement of compliance遵从声明⑤A statement of company’s proposed officers拟任命谁为公司管理人员⑥A copy of any proposed articles of association自拟公司章程（06年）不是必须提交，没交使用默认模版3.2个证书的功能①Certificate of incorporation注册许可证Private company 只需要注册许可证，是形式审查②Trading certificate营业许可证Public company需要两个证，申领到注册许可证后一年内要申领到营业许可证，否则强制清算，是实质审查a.Allotted share capital is at least £50,000(允许股东分批缴纳)b.At least one quarter of the nominal value of the allotted share capital has been paid up(minimum £12,500)首次不低于票面的1/4，为确保一开始不会有资金困难c.Details of promoters’ expenses设立费用具体怎么产生d.A statement of compliance in respect of payment of nominal values and share premium4.章程修改的程序和内容-Contentsa. Directors’ powers and responsibilityb. Decisions making by directorsc. Appointment of directorsd. Organization and conduct of general meetingse. Issue and transference of sharesf. Payment of dividendsg. Exercise of members’ rights-Alteringa. Passing a special resolution通过股东会的特别决定，3/4以上同意批准b. Providing the alteration has been made “bona fide in the interest of the company as a whole”内容符合全体股东的意愿5.各个公司名称缩写代表含义-Ltd：Limited-plc：public limited companyChapter131.capital的分类2.普通股优先股的概念和差异3.Bonus issue红利股发行The capitalization of the reserves if a company by the issue if additional shares to existing shareholders, in proportion to their holdings. Such shares are normally fully paid-up with no cash called for from the shareholders4.Share premium概念shares may be issued at a price above their nominal value, the difference between the issue price and the nominal value is a share premium用途the issue of fully paid bonus share/writing off the preliminary expenses of company formation/writing off the discount on the issue of debentures/repurchase of debentures at a premiumChapter11 公司法The consequences of separate legal personality for the company are as follows:(1897年案例引出的规则）1: members' liability is limited.2: perpetual succession become possible as the company will need to be formally wounded-up.3: the company itself can own property.4 :the company can use, and be sued in its own name.Types of company (公司的分类）。