ACCAF4知识点详解：公司法与商法
ACCA学习方法-F4公司法与商法
ACCA学习方法-F4公司法与商法本文由高顿ACCA整理发布，转载请注明出处在F阶段的学习中，F4和F8是两个相对来说，写作占据绝大部分分数的课程，所以在学习的过程中，逻辑性的培养和语言用词的准确程度就比较重要，即使F4已经加入到了CEB （机考）的行列中，但是仍然有道主观题来考察考生。
在开始学习之前，学员们务必要对F4这门课程先有一个整体的认识，那就是将要学习到的内容框架是怎样的，网校为学员总结了以下知识点之间的关系，供学员们进行参考：首先会先学到Essential elements of the legal system这部分知识，学员们可以把这部分放在知识体系的最上面，骨架的最顶端，因为后面的知识点都是由这个知识点引申出来的；接下来就要学习三个处在并列位置的知识点，依次是The law of obligation, Employment law和The formation and constitution of business organizations。
从宏观的角度看，这三章的内容起到了承上启下的作用，但是学员们要注意，在The formation and constitution of business organizations还包括了三个较为重要的知识点，希望学员们格外关注，那就是Capital and financing of management, Management, administration and regulation of companies和Legal implications relating to companies in difficulty or in crisis；最后The law of obligation, Employment law和The formation and constitution of business organizations这三点都会指向Governance and ethical issues relating to business 这个大的知识点，当然也可以把Governance and ethical issues relating to business这个知识点看作是一个总结，把F4整个知识体系画上了一个句号。
ACCAF4公司法与商法知识点讲解(4)
ACCA F4《公司法与商法》知识点讲解（4）1 Human Rights ACT 19981.1 The Human Rights Act imposes a duty in "public authorities" to comply with the European Convention on Human Rights, and allows us to take action in the UK courts for violations of Convention rights.1.2 Prior to the Act conventions rights could only be enforced in the European Court of Human Rights in Strasbourg which could be time consuming, expensive and daunting.1.3 Now that the convention is part of UK law (HRA98) those rights can now be enforced in UK courts.2 The rights (articles)2.1 The main rights are:2.1.1 the right to life (A.2)2.1.2 prohibition of torture (A.3)2.1.3 no slavery or forced labour (A.4)2.1.4 right to liberty and security (A.5)2.1.5 right to a fair trial (A.6)2.1.6 no punishment without law (A.7) (generally therefore criminal offences should not be retrospective)2.1.7 right to respect for privacy, family life (A.8)2.1.8 freedom of thought, conscience and religion (A.9)2.1.9 freedom of expression, assembly and association (A.10/A.11)right to marry (A.12)no discrimination in rights (A.14)right to free elections.(Note that the Articles are set out in full in your Study Text).3 Impact on interpretation of statutes3.1 As a 'public authority' the courts are required to construe legislation so that – as far as possible – it is compatible with the rights contained within the convention and apply existing common law in a manner that is compatible with convention rights. S2 of the Act requires future courts to take account of previous decisions of the ECHR.If reconciliation with an Act of Parliament is not possible the existing legislation prevails although that may trigger a fast track procedure in the Act requiring Parliament to change existing laws. In such circumstances the court issues a declaration of incompatibility, it is then for the legislature to remedy the situation through new legislation. If the fast track procedure is used this gives ministers the power to alter incompatible parts of any primary legislation by way of statutory instrument.If a court cannot reconcile 'delegated' legislation with the convention it can decide that the legislation does not apply.It may no longer be appropriate for the courts to follow some precedents on the interpretation of statutes which pre date the Act. These may now be reviewed in light of the Act.4 Impact on new legislation4.1 Before the Second Reading of the Bill the Minister responsible must make a statement either that the legislation is compatible with Convention rights, or such a statement cannot be made but the government still wants to proceed. Not all of the Articles can be derogated from. Articles 2,3,4,7 and 14 are absolute rights and cannot be interfered with. In exercising the right of derogation however the member state must be both convinced of the need for derogation and that the response is proportionate to any perceived problem.5 Impact on public authorities5.1 Public authorities are Courts and tribunals and any other person whose functions are of a public nature eg Registrar of Companies and government departments such as the DTI.5.2 It is unlawful for public authorities to act in a way which is incompatible with a convention right. A person who considers he has beena victim of an unlawful act by that authority may bring proceedings within12 months of the act occurring.5.3 The court has power to do as it thinks fit.6 European Court of Human Rights (ECHR)6.1 The final source of appeal (after the House of Lords) on human rights issues is the European Court of Human Rights. There is no appeal from the European Court of Human Rights to the European Court of Justice. Decisions of the ECHR must be taken into account when deciding interpretation.NB. Note that new cases on the HRA98 are being decided all the time. The examiner plans to write an article to consider these cases. Keep checking your student accountant for developments.7 Examinability of HRA 98This is an area that the examiner has expressed to be important so be aware of developments that may be referred to in the press.Make sure that you have an appreciation of how HRA 98 may impact on other syllabus areas. For example:。
ACCA《F4公司法与商法》精选讲义第一章(1)
ACCA《F4公司法与商法》精选讲义第一章(1)本文由高顿ACCA整理发布，转载请注明出处Session 1 The Nature, Source and Purpose of Management AccountingMain contents:1. Data and information2. The managerial processes of planning, decision making and control3. Responsibility accounting4. Management accounting and financing accounting5. Presentation of management information1.1 Data and Information· Data consists of raw materials, which include numbers, letters, symbols, facts, events and transactions, that have been recorded but not yet processed into a form suitable for use.· Information is data which has been processed in such a way that it is meaningful to the person to the person who receives it. （for decision making purpose）The attributes of good information can be identified by the “ACCURATE” as shown below:· Accurate: accurate enough for the purpose· Complete: all the necessary information· Cost- effective: benefit > costs· Understandable: clear and easy to understand· Relevant: relevant to purpose· Accessible: the best way to communicate with the related person· Timely: be available at the right time· Easy to use: by management1.2 The Managerial Process of Planning , Decision Making and ControlInformation for management is likely to be used for planning, control and decision making objectives:An objective is the aim or goal of an organization. A strategy is a possible course of action that might enable an organization or an individual to achieve its objective.Planning:· Planning involved the following two factors:Establishing the objectivesSelecting appropriate strategy to achieve those objectives· The link between structure and strategy （understanding）1）。
ACCAF4公司法与商法知识点讲解(4)
ACCA F4《公司法与商法》知识点讲解（4）1 Human Rights ACT 1998The Human Rights Act imposes a duty in "public authorities" to comply with the European Convention on Human Rights, and allows us to take action in the UK courts for violations of Convention rights.Prior to the Act conventions rights could only be enforced in the European Court of Human Rights in Strasbourg which could be time consuming, expensive and daunting.Now that the convention is part of UK law (HRA98) those rights can now be enforced in UK courts.2 The rights (articles)The main rights are:the right to lifeprohibition of tortureno slavery or forced labourright to liberty and securityright to a fair trialno punishment without law (generally therefore criminal offences should not be retrospective)right to respect for privacy, family lifefreedom of thought, conscience and religionfreedom of expression, assembly and associationright to marryno discrimination in rightsright to free elections.(Note that the Articles are set out in full in your Study Text).3 Impact on interpretation of statutesAs a 'public authority' the courts are required to construe legislation so that – as far as possible – it is compatible with the rights contained within the convention and apply existing common law in a manner that is compatible with convention rights. S2 of the Act requires future courts to take account of previous decisions of the ECHR.If reconciliation with an Act of Parliament is not possible the existing legislation prevails although that may trigger a fast track procedure in the Act requiring Parliament to change existing laws. In such circumstances the court issues a declaration of incompatibility, it is then for the legislature to remedy the situation through new legislation. If the fast track procedure is used this gives ministers the power to alter incompatible parts of any primary legislation by way of statutory instrument.If a court cannot reconcile 'delegated' legislation with the convention it can decide that the legislation does not apply.It may no longer be appropriate for the courts to follow some precedents on the interpretation of statutes which pre date the Act. These may now be reviewed in light of the Act.4 Impact on new legislationBefore the Second Reading of the Bill the Minister responsible must make a statement either that the legislation is compatible with Convention rights, or such a statement cannot be made but the government still wants to proceed. Not all of the Articles can be derogated from. Articles 2,3,4,7 and 14 are absolute rights and cannot be interfered with. In exercising the right of derogation however the member state must be both convinced of the need for derogation and that the response is proportionate to any perceived problem.5 Impact on public authoritiesPublic authorities are Courts and tribunals and any other person whose functions are of a public nature eg Registrar of Companies and government departments such as the DTI.It is unlawful for public authorities to act in a way which is incompatible with a convention right. A person who considers he has beena victim of an unlawful act by that authority may bring proceedings within12 months of the act occurring.The court has power to do as it thinks fit.6 European Court of Human Rights (ECHR)The final source of appeal (after the House of Lords) on human rights issues is the European Court of Human Rights. There is no appeal from the European Court of Human Rights to the European Court of Justice. Decisions of the ECHR must be taken into account when deciding interpretation.NB. Note that new cases on the HRA98 are being decided all the time. The examiner plans to write an article to consider these cases. Keep checking your student accountant for developments.7 Examinability of HRA 98This is an area that the examiner has expressed to be important so be aware of developments that may be referred to in the press.Make sure that you have an appreciation of how HRA 98 may impact on other syllabus areas. For example:。
ACCA F4《公司法与商法》知识点讲解(2)
ACCA F4《公司法与商法》知识点讲解（2）1 Sources of law(a) Common law(b) Equity(c) Statute (legislation) including delegated legislation(d) European Union Law2 Common law and equity2.1 This is a system of law based upon decided cases. Legal rules (initially created by judges when hearing cases) are followed by judges in subsequent like cases.It developed after the Norman Conquest.2.2 Initially only common law rules were derived from cases. The aim of common law was certainty. However various problems within the common law system resulted in the development of another kind of case law called equity. Equity sought to address some of the problems contained in the common law system. Its aim is fairness.2.3 Amongst the common law problems were inadequate remedies, a failure to recognise trusts and a reluctance to allow new causes of action to develop.2.4 At first common law and equity operated as two distinct systems of law with their own independent court and judges. Given that equity is based on fairness however it was eventually decided that in the event of conflict between the two systems equity should prevail.2.5 The two systems have now been merged together. In practice therefore, if you seek a remedy in the courts today, the court will look first to the common law. If the common law can deal with your problem adequately there will be no recourse to equity. If the common law is unable to deal adequately with the problem the court will look to equity.2.6 Equity is therefore referred to as to a supplement to the common law.2.7 The operation of equity is entirely discretionary whereas common law applies automatically.2.8 Maxims:'He who comes to equity must come with clean hands.''Equity does not suffer a wrong to be without a remedy.'。
acca公司法与商法
acca公司法与商法ACCA（注册会计师）公司法与商法是在ACCA“基础证书（F1-F3）”的基础上，进一步深化和扩展企业法律知识的一门课程。
公司法与商法研究的是商业法律中的重要主题，包括公司注册，公司治理，股东权益，公司债务和利润分配等方面。
因此，本文将围绕这些主题，介绍ACCA公司法与商法的相关内容。
公司注册公司注册是公司法与商法的重要内容之一，它是指将一家公司纳入法律框架，使其成为一名合法的法律实体。
在这个过程中，公司必须遵守一些法律规定，如成立文件必须包括公司章程等。
此外，公司的注册也需要遵守公司法的规定，包括注册公司的名称、类型、最大股东人数等。
考虑到公司注册的重要性，ACCA公司法与商法课程还会涉及如何申请公司名称注册，如何准备注册文件，以及如何提供合适的股权分配计划等问题。
公司治理公司治理也是ACCA公司法与商法的一个重点。
公司治理是指公司如何被管理和监督的一种模式。
公司治理的目标是确保公司的利益与股东的利益保持一致，并且遵守法律和道德规范。
治理的关键元素包括董事会、股东会和监事会等。
在ACCA公司法与商法中，公司治理也是课程的一个基本点。
ACCA公司法与商法将介绍公司治理的基本概念以及权力与责任的分配等。
此外，该课程还将讨论公司治理的不足，并提出一些改进公司治理结构的方法。
股东权益在ACCA公司法与商法中，股东权益也是一个非常重要的议题。
股东权益指股东拥有的公司所有权和控制权等。
这些权益可能包括股票、投票权和股息等。
ACCA公司法与商法还将探讨股东权益的各种类型和形式、股东权益的行使方式及公司对这些权益的管理方式等。
对于企业来说，掌握这些内容对于扩大公司的股东基础和增加投资回报是非常重要的。
公司债务公司债务也是ACCA公司法与商法中的重要议题之一。
公司债务是指公司向债权人借贷若干资金所负的责任。
一般来说，公司要负责偿还债务，否则将会承受经济损失或者法律责任。
ACCA公司法与商法将介绍公司债务的各种形式，包括长期债务、短期债务及其它形式的债务等。
ACCA《F4公司法与商法》辅导讲义(19)
2014年ACCA《F4公司法与商法》辅导讲义(19)本文由高顿ACCA整理发布，转载请注明出处2014年ACCA《F4公司法与商法》辅导讲义(19)1 Introduction1.1 “Insider dealing is understood broadly to cover situations where a person buys or sells securities, when he, but not the other party to the transaction, is in possession of confidential information which affects the value of those securities ….” (The Conduct of Company Directors 1977).1.2 Insider dealing usually applies to individuals who have a connection with the company whose securities are to be dealt in eg. directors, employees, professional advisors but can also apply to a wide range of other individuals.1.3 An example would be the company director who, aware that his company is about to announce far better interim results than predicted, buys shares in his company before the announcement.2 The Criminal Justice Act 19932.1 The Act came into force in 1994 and replaced the old Companies Securities (Insider Dealing) Act of 1985. The 1993 Act reflects the European Insider Dealing Directive which harmonises Insider Dealing law throughout the European Union.2.2 The Act makes insider dealing a criminal offence.3 The offence3.1 The Defendant was an InsiderAn insider is defined as:(a) a director, employee or shareholder of the issuer of the securities(b) anyone else who has access to the information through his employment, office or profession(c) anyone who obtains information (directly or indirectly) from either of the above.The …insider‟ must be aware that the information comes from an inside source and that it is inside information.3.2 The Defendant had Inside InformationInside information is information which is …price sensitive‟, that is which:(a) has not yet been made public(b) if it was made public would be likely to have a significant effect on the price of any securities(c) is specific or precise (e.g. … … a take-over bid is about to be announced for X plc …‟ is specific, whereas a mere tip …buy X plc‟ would not be)(d) relates to particular securities or a particular issuer rather than to securities or issues generally. (In other words, information which suggests it is a good idea to sell X plc securities can be inside information but not information which would persuade the market to move out of equities generally and into gilts).3.3 The Defendant either:(a) deals (buys or sells relevant securities) or(b) encourages another person to deal, or(c) discloses the information (except in the proper performance of the functions of his employment, office or profession).3.4 The Securities involved are:Shares, debt securities, warrants, options, futures, depository receipts and contracts for differences dealt either on-exchange or off-exchange through a professional intermediary.4 Defences4.1 The Defences are that:(a) there was no expectation that the dealing would result in a profit or avoidance of loss.(b) reasonable belief that the information had been widely disclosed.(c) they would have dealt anyway even if the information had not been available.(d) they did not expect the person to whom they disclosed the information to deal, or they did expect them to deal, but not to make a profit or avoid a loss.(e) a Market Maker acting in good faith.(f) legitimate price stabilisation operations.5 Penalties5.1 On summary conviction a fine of up to ?5,000 and/or 6 months' imprisonment.5.2 On indictment an unlimited fine and/or 7 years imprisonment.NB: Contracts with third parties remain valid and enforceable at civil law.6 Prosecution6.1 Prosecutions are normally carried out by(a) LSE(b) DTI(c) Serious Fraud Office (SFO)6.2 As insider dealing is a criminal offence the standard of proof (beyond all reasonable doubt) is higher than for civil offences (balance of probabilities). It is therefore difficult to obtain a successful prosecution.更多ACCA资讯请关注高顿ACCA官网：。
ACCA《F4公司法与商法》内容解析
ACCA《F4公司法与商法》内容解析本文由高顿ACCA整理发布，转载请注明出处Session 3 Types of cost and cost behaviorMain contents:1. Classifying costs2. Cost objects, cost and cost centers3. Analysis of costs into fixed and variable elements3.1 Classifying costsCosts can be classified in a number of different ways:· Element – costs are classified as materials, labor or expenses （overheads）· Nature – costs are classified as being direct or indirect.a. Direct cost is expenditure that can be directly identified with a specific cost unit or cost center.（1）。
Direct material is all material becoming part of the product unless used in negligible amount and/or having negligible cost. （component parts, part finished work and primary packing material）（2）。
Direct wages – are wages paid for labor either as basic hours or as overtime expensed on the product line.（3）。