ACCAF4学习
ACCA F4知识点：Charge抵押详解
在ACCA F4课程中有一个非常重要的知识点：Charge抵押。
这里所提到的抵押合同就是从属合同，从属于主合同，也就是我们常说的借款合同。
如果主合同消失，附属合同也就不复存在了。
给大家举个例子说明，一家公司遇到了财务危机，需要向银行贷款，但是银行并不信任这家公司的资信，要求该公司提供一份抵押担保。
在这个案例里，公司向银行的贷款合同就是主合同，抵押担保合同就是从属合同。
那么抵押是什么呢？为什么要设立抵押担保？抵押通常是在不动产或个人资产上增设的一项负担，使得债权人对抵押物拥有一项权利；一般情况下，如果有抵押，那么债权人可以在公司资不抵债、破产清算的时候优先接受赔偿，如果借款人不能如期还款，就会被要求买卖该抵押物，清偿债权人的债务。
抵押的设立方式根据抵押权设立时抵押物是否固定，将抵押分为固定抵押和浮动抵押。
固定抵押：一旦设立抵押物，抵押权就和抵押物贴合在一起，在抵押期间抵押物保持不变。
此类型抵押物通常是land，factory or other non-current assets。
这种抵押方式的特点是债务人不能随时处置抵押物，必须要征得债权人同意；如果债务人无法到期还款，则债权人可以变卖该项抵押物，用于清偿债权；在公司破产清算时，债权人最先受偿。
浮动抵押：在抵押期间，公司可以任意处置抵押物，从而获得现金流，用于清偿债权人的债务。
如果债权人不能清偿其债务。
或是公司停业，进入破产清算阶段的话，公司要将目前的抵押物拿去变卖，清偿债权人的债务。
什么是有效抵押要想债权人要求设立的债权有效，必须去到公司注册机关注册，时间是在抵押权设立后的21天内。
否则无效，抵押担保债权人会变成无抵押担保债权人，丧失优先受偿的权利。
X。
【ACCA paper F4】(PartB2)
1.Consideration对价，又可称为约因，其含义为“法律意 1.Consideration对价，又可称为约因，其含义为“法律意 义上的对价既可以由属于某一方当事人的权利、利益、利 润或收益所构成，也可以由另一方所遭受或承担的忍耐、 损害、损失或责任、义务所构成”，或“一方之行为，或 容忍或所为之诺言，乃换取对方诺言之代价，此项诺言既 有对价关系，自属有效。” 对价的意义在于：一般来说，一项允诺须有对价支持才具 有法律约束力，或一项合同须有对价支持才可成立生效。 简单地说, 简单地说,对价是”将欲取之,必先予之”,或为获得某种利 益所应付出的代价，这种代价可以是作为（积极的行为， 如承诺支付货款）或不作为（消极的行为，如承诺不从事 某种行为） 对价也可以视为“为购买允诺所支付的成本”。对价是相 对于允诺而言的。
Formation of contracts II
禁止反言原则的适用应注意： 该原则只能用于抗辩，而不能用作起诉的理由； Combe v Combe 1951 decree nisi (non-absolute ruling，离婚暂准判令) is (nonruling，离婚暂准判令) a ruling by a court that does not have any force until such time that a particular condition is met. Once the condition is met the ruling becomes decree absolute and is binding. Typically, the condition is that no new evidence or further petitions with a bearing on the case are introduced to the court.
ACCA资料 f4-syllabus
Corporate and Business Law (GLO) (F4) September 2014 to August 2015( PAPER EXAM SESSIONS IN DEC 2014 AND JUN 2015. START DATE FOR CBE NOVEMBER 19 2014.)This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS AND STUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect links between this paper and other papers preceding or following it. Some papers are directly underpinned by other papers such as Advanced Performance Management by Performance Management. These links are shown as solid line arrows. Other papers only have indirect relationships with each other such as links existing between the accounting and auditing papers. The links between these are shown as dotted line arrows. This diagram indicates where you are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of the paper and indicates in the broadest sense the capabilities to be developed within the paper.Main capabilitiesThis paper’s aim is broken down into several main capabilities which divide the syllabus and study guide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links between the main capabilities (sections) of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus is structured and how the main capabilities are linked. The rationale also explains in further detail what the examination intends to assess and why.Detailed syllabusThis shows the breakdown of the main capabilities (sections) of the syllabus into subject areas. This is the blueprint for the detailed study guide.Approach to examining the syllabusThis section briefly explains the structure of the examination and how it is assessed.Study GuideThis is the main document that students, learning and content providers should use as the basis of their studies, instruction and materials. Examinations will be based on the detail of the study guide which comprehensively identifies what could be assessed in any examination session.The study guide is a precise reflection and breakdown of the syllabus. It is divided into sections based on the main capabilities identified in the syllabus. These sections are divided into subject areas which relate to the sub-capabilities included in the detailed syllabus. Subject areas are broken down into sub-headings which describe the detailed outcomes that could be assessed in examinations. These outcomes are described using verbs indicating what exams may require students to demonstrate, and the broad intellectual level at which these may need to be demonstrated(*see intellectual levels below).INTELLECTUAL LEVELSThe syllabus is designed to progressively broaden and deepen the knowledge, skills and professional values demonstrated by the student on their way through the qualification.The specific capabilities within the detailed syllabuses and study guides are assessed at one of three intellectual or cognitive levels:Level 1: Knowledge and comprehensionLevel 2: Application and analysisLevel 3: Synthesis and evaluationVery broadly, these intellectual levels relate to the three cognitive levels at which the Knowledge module, the Skills module and the Professional level are assessed.Each subject area in the detailed study guide included in this document is given a 1, 2, or3 superscript, denoting intellectual level, marked at the end of each relevant line. This gives an indication of the intellectual depth at which an area could be assessed within the examination. However, while level 1 broadly equates with the Knowledge module, level 2 equates to the Skills module and level 3 to the Professional level, some lower level skills can continue to be assessed as the student progresses through each module and level. This reflects that at each stage of study there will be a requirement to broaden, as well as deepen capabilities. It is also possible that occasionally some higher level capabilities may be assessed at lower levels.LEARNING HOURS AND EDUCATION RECOGNITIONThe ACCA qualification does not prescribe or recommend any particular number of learning hours for examinations because study and learning patterns and styles vary greatly between people and organisations. This also recognises the wide diversity of personal, professional and educational circumstances in which ACCA students find themselves.As a member of the International Federation of Accountants, ACCA seeks to enhance the education recognition of its qualification on both national and international education frameworks, and with educational authorities and partners globally. Indoing so, ACCA aims to ensure that its qualifications are recognized and valued by governments, regulatory authorities and employers across allsectors. To this end, ACCA qualifications are currently recognized on the education frameworks in several countries. Please refer to your nationaleducation framework regulator for further information.Each syllabus contains between 23 and 35 main subject area headings depending on the nature of the subject and how these areas have been brokendown.GUIDE TO EXAM STRUCTUREThe structure of examinations varies within and between modules and levels.The Fundamentals level examinations contain 100% compulsory questions to encouragecandidates to study across the breadth of each syllabus.The Knowledge module is assessed by equivalent two-hour paper based and computer based examinations.The Skills module examinations F5-F9 are all paper based three-hour papers containing a mix ofobjective and longer type questions. The Corporate and Business Law (F4) paper is a two- hourcomputer based objective test examination which isalso available as a paper based version from the December 2014 examination session.The Professional level papers are all three-hour paper based examinations, all containing two sections. Section A is compulsory, but there will be some choice offered in Section B.For all three hour examination papers, ACCA has introduced 15 minutes reading and planning time.This additional time is allowed at the beginning of each three-hour examination to allow candidates to read the questions and to begin planning their answers before they start writing in their answer books. This time should be used to ensure that all the information and exam requirements are properly read and understood.During reading and planning time candidates may only annotate their question paper. They may not write anything in their answer booklets until told to do so by the invigilator.The Essentials module papers all have a Section A containing a major case study question with all requirements totalling 50 marks relating to this case. Section B gives students a choice of two from three 25 mark questions.Section A of both the P4 and P5 Options papers contain one 50 mark compulsory question, and Section B will offer a choice of two from three questions each worth 25 marks each.Section A of each of the P6 and P7 Options papers contains 60 compulsory marks from two questions; question 1 attracting 35 marks, and question 2 attracting 25 marks. Section B of both these Options papers will offer a choice of two from three questions, with each question attracting 20 marks. All Professional level exams contain four professional marks.The pass mark for all ACCA Qualification examination papers is 50%. GUIDE TO EXAMINATION ASSESSMENTACCA reserves the right to examine anything contained within the study guide at any examinationsession. This includes knowledge, techniques, principles, theories, and concepts as specified.For the financial accounting, audit and assurance, law and tax papers except where indicated otherwise, ACCA will publish examinable documents once a year to indicate exactlywhat regulations and legislation could potentially be assessed within identified examination sessions.. For paper based examinations regulation issued or legislation passed on or before 31st August annually, will be examinable from 1st September of the following year to 31st August t of the year after that. Please refer to the examinable documents for the paper (where relevant) for further information.Regulation issued or legislation passed in accordance with the above dates may be examinable even if the effective date is in the future. The term issued or passed relates to when regulation or legislation has been formally approved. The term effective relates to when regulation or legislation must be applied to an entity transactions and business practices.The study guide offers more detailed guidance on the depth and level at which the examinable documents will be examined. The study guide should therefore be read in conjunction with the examinable documents list.SyllabusAIM To develop knowledge and skills in the understanding of the general legal framework within which international business takes place, and of specific legal areas relating to business, recognising the need to seek further specialist legal advice where necessary. MAIN CAPABILITIES On successful completion of this paper candidates should be able to: A Identify the essential elements of different l egal systems including the main sources of l aw, the relationship between the different b ranches of a state’s constitution, and the need f or international legal regulation, and e xplain the roles of international organisations in the promotion and regulation of international trade, and the role of international arbitration as an alternative to court adjudicationB Recognise and apply the appropriate legal rules applicable under the United Nations Convention on Contracts for the International Sale of Goods, and explain the various ways in which international business transactions can be fundedC Recognise different types of international business formsD Distinguish between the alternative forms and constitutions of b usiness organisationsE Recognise and compare types of capital and the financing of companiesF Describe and explain how companies are managed, administered and regulatedG Recognise the legal implications relating to insolvency lawH Demonstrate an understanding of corporate and fraudulent behaviourRELATIONAL DIAGRAM OF MAIN CAPABILITIES(A) Essential elements of legal systems(B) International business transactions transactions (E) Capital and the financing of companies (H) Corporate fraudulent and criminal behaviour(F) Management, administration and regulation of companies (C) Transportation and payment of international business transactions (D) The formation and constitution of business organisations(G) Insolvency law FR (F7) CR (P2) CL (F4) AA (F8)RATIONALECorporate and Business Law Global is divided into eight areas. The syllabus starts with an introduction to different legal systems, different types of law and those organisations which endeavour to promote internationally applicable laws. It also introduces arbitration as an alternative to court adjudication.It then leads into an examination of the substantive law as stated in UN Convention on Contracts for the International Sale of Goods, which relates to the formation, content and discharge of international contracts for the sale of goods.The syllabus then covers a range of specific legal areas relating to various aspects of international business of most concern to finance professionals. These are the law relating to the financing of international transactions, and the various legal forms through which international business transactions may be conducted. Particular attention is focused on the law relating to companies. Aspects examined include the formation and constitution of companies, the financing of companies and types of capital, and the day–to-day management, the administration and regulation of companies and legal aspects of insolvency law.The final section links back to all the previous areas. This section deals with corporate fraudulent and criminal behaviour.DETAILED SYLLABUSA Essential elements of legal systems1. Business, political and legal systems2.International trade, international legalregulation and conflict of laws3. Alternative dispute resolution mechanismsB International business transactions1. Introduction to the UN Convention onContracts for the International Sale of Goodsand ICC Incoterms2. Obligations of the seller and buyer, andprovisions common to bothC Transportation and payment of internationalbusiness transactions1. Transportation documents and means ofpaymentD The formation and constitution of businessorganisations1. Agency law2.Partnerships3. Corporations and legal personality4. The formation and constitution of a companyE Capital and the financing of companies1.Share capital2. Loan capital3. Capital maintenance and dividend lawF Management, administration and the regulationof companies1. Company directors2. Other company officers3. Company meetings and resolutions G Insolvency law1.Insolvency and administrationH Corporate fraudulent and criminal behaviour1. Fraudulent and criminal behaviourAPPROACH TO EXAMINING THE SYLLABUSThe syllabus is assessed by a two-hour paper-based examination, and is also offered as a computer-based examination.The examination consists of:Section A-25 x 2 mark objective test questions 50%-20 x 1 mark objective questions 20% Section B- 5 x 6 mark multi-task questions 30% 100%All questions are compulsory.NOTE ON CASE LAWCandidates should support their answers on the paper-based multi-task questions withanalysis referring to cases or examples. There is no need to detail the facts of the case. Remember, it is the point of law that the case establishes that is important, although knowing the facts of cases can be helpful as sometimes questions include scenarios based on well-known cases. Further it is not necessary to quote section numbers of Acts.Study GuideA ESSENTIAL ELEMENTS OF LEGAL SYSTEMS1. Business, political and legal systemsa)Explain the inter-relationship of economic and political and legal systems.[2]b)Explain the doctrine of the separation ofpowers and its impact on the legal system.[2] c)Explain the distinction between criminal andcivil law.[1]d)Outline the operation of the following legalsystems:[1]i) Common lawii) Civil lawiii) Sharia law.2. International trade, international legalregulation and conflict of lawsa)Explain the need for international legalregulation in the context of conflict of laws.[1] b)Explain the function of international treaties,conventions and model codes.[1]c)Explain the roles of international organisations,such as the UN, the ICC, the WTO, the OECD, UNIDROIT, UNCITRAL and courts in thepromotion and regulation of internationaltrade.[1]3. Alternative dispute resolution mechanismsa)Explain the operation, and evaluate the distinctmerits, of court-based adjudication andalternative dispute resolution mechanisms.[2] b)Explain the role of the international courts oftrade including the International Court ofArbitration .[1]c) Explain and apply the provisions of theUNCITRAL Model Law on InternationalCommercial Arbitration.[2]d) Describe the arbitral tribunal. [2]e) Explain arbitral awards. [2]B INTERNATIONAL BUSINESS TRANSACTIONS1. Introduction to the UN Convention onContracts for the International Sale of Goodsand ICC Incotermsa)Explain the sphere of application and generalprovisions of the Convention.[1]b)Explain and be able to apply the rules forcreating contractual relations under theConvention.[2]c)Explain the meaning and effect of the ICCIncoterms.[1]2. Obligations of the seller and buyer, andprovisions common to botha)Explain and be able to apply the rules relatingto the obligations of the seller under theConvention:[2]i) delivery of goods and handing overdocumentsii) conformity of the goods and third partyclaimsiii) remedies for breach of contract by theseller.b) Explain and be able to apply the rules relatingto the obligations of the buyer under theConvention:[2]i) payment of the priceii) taking deliveryiii) remedies for breach of contract by thebuyer.c) Explain and be able to apply the rules relatingto the provisions common to both the sellerand the buyer under the Convention:[2]i) anticipatory breach and instalmentcontractsii) damagesiii) interestiv) exemptionsv) effects of avoidancevi) preservation of the goods.d) Explain and be able to apply the rules relatingto the passing of risk under the Convention.[2]C TRANSPORTATION AND PAYMENT OFINTERNATIONAL BUSINESS TRANSACTIONS 1. Transportation documents and means ofpaymenta) Define and explain the operation of bills oflading.[1]b) Explain the operation of bank transfers.[1]c) Explain and be able to apply the rules ofUNCITRAL Model Law on International CreditTransfer.[2]d) Explain and be able to apply the rules of theUN Convention on International Bills OfExchange And International PromissoryNotes.[2]e) Explain the operation of letters of credit andletters of comfort.[12D FORMATION AND CONSTITUTION OFBUSINESS ORGANISATIONS1. Agency lawa)Define the role of the agent and give examplesof such relationships paying particular regardto partners and company directors.[2]b) Explain the formation of the agencyrelationship.[2]c) Define the authority of the agent.[2]d) Explain the potential liability of both principaland agent.[2]2. Partnershipsa)Demonstrate a knowledge of the legislationgoverning the partnership, both unlimited andlimited.[1]b)Discuss the formation of a partnership .[2]c)Explain the authority of partners in relation topartnership activity.[2]d)Analyse the liability of various partners forpartnership debts.[2]e)Explain the termination of a partnership, andpartners’ subsequent rights and liabilities.[2]3. Corporations and legal personalitya)Distinguish between sole traders, partnershipsand companies.[1]b)Explain the meaning and effect of limitedliability.[2]c)Analyse different types of companies,especially private and public companies.[1] d)Illustrate the effect of separate personality andthe veil of incorporation.[2]e)Recognise instances where separatepersonality will be ignored (lifting the veil ofincorporation).[2]4. The formation and constitution of a companya)Explain the role and duties of companypromoters, and the breach of those duties and remedies available to the company.[2]b)Explain the meaning of, and the rules relatingto, pre-incorporation contracts.[2]c)Describe the procedure for registeringcompanies, both public and private.[1]d)Describe the statutory books, records andreturns that companies must keep or make.[1] e) Analyse the effect of a company’sconstitutional documents.[2]f) Describe the contents of the model articles ofassociation.[1]g) Explain how the articles of association can bechanged.[2]h) Explain the control over the names thatcompanies may or may not use.[2]E CAPITAL AND THE FINANCING OFCOMPANIES1. Share capitala)Examine the different types of capital.[2]b)Illustrate the difference between variousclasses of shares, including treasury shares,the procedure for altering class rights.[2]c)Explain allotment of shares, and distinguishbetween rights issue and bonus issue ofshares.[2]d)Examine the effect of issuing shares at either adiscount, or at a premium.[2]2. Loan capitala)Define companies’ borrowing powers.[1]b)Explain the meaning of loan capital anddebenture.[2]c)Distinguish loan capital from share capital andexplain the different rights held by shareholders and debenture holders.[2]d)Explain the concept of a company charge anddistinguish between fixed and floatingcharges.[2]e)Describe the need, and the procedure for,registering company charges.[2]3. Capital maintenance and dividend lawa)Explain the doctrine of capital maintenanceand capital reduction.[2]b)Explain the rules governing the distribution ofdividends in both private and publiccompanies.[2]F MANAGEMENT, ADMINISTRATION ANDREGULATION OF COMPANIES1. Company directorsa)Explain the role of directors in the operation ofa company, and the different types of directors,such as executive/ non-executive directors orde jure and de facto directors .[2]b)Discuss the ways in which directors areappointed, can lose their office and thedisqualification of directors.[2]c)Distinguish between the powers of the board ofdirectors, the managing director/chief executive and individual directors to bind theircompany.[2]d)Explain the duties that directors owe to theircompanies.[2]2. Other company officersa)Discuss the appointment procedure relating to,and the duties and powers of, a companysecretary.[2]b)Discuss the appointment procedure relating to,and the duties and rights of, a companyauditor, and their subsequent removal orresignation.[2]3. Company meetings and resolutionsa)Distinguish between types of meetings:general meetings and annual generalmeetings.[1]b)Distinguish between types of resolutions:ordinary, special and written.[2]c)Explain the procedure for calling andconducting company meetings.[2]G INSOLVENCY LAW1 Insolvency and administrationa)Explain the meaning of, and procedureinvolved, in voluntary liquidation, includingmembers’ and creditors’ voluntaryliquidation.[2]b)Explain the meaning of, the grounds for andthe procedure involved, in compulsoryliquidation.[2]c)Explain the order in which company debts willbe paid off on liquidation .[2]d) Explain administration as an alternative toliquidation.[2]e) Explain the way in which an administrator maybe appointed, the effects of such appointment,and the powers and duties of anadministrator.[2]H CORPORATE FRAUDULENT AND CRIMINALBEHAVIOUR1 Fraudulent and criminal behavioura)Recognise the nature and legal control overinsider dealing .[2]b)Recognise the nature and legal control overmarket abuse.[2]c)Recognise the nature and legal control overmoney laundering.[2]d)Recognise the nature and legal control overbribery.[2]e)Discuss potential criminal activity in theoperation, management and liquidation ofcompanies.[2]f)Recognise the nature and legal control overfraudulent and wrongful trading.[2]11© ACCA 2014 All rights reserved.SUMMARY OF CHANGES TO F4 GLOACCA periodically reviews its qualification syllabuses so that they fully meet the needs of stakeholders such asemployers, students, regulatory and advisory bodies and learning providers.The main areas that have been deleted from the syllabus are shown in Table 1 below:Table 1 – Deletions to F4 GLOSection and subject area Syllabus contentG1d) Insolvency The rules in the 1997 UNCITRAL Model Law on Cross-Border InsolvencyG2b) Administration Comparison of administration and Chapter 11protectionH1a) Corporate governance The idea of corporate governanceH1b) Corporate governance The extra-legal codes of corporate governanceH1c) Corporate governance The legal regulation of corporate governance:12© ACCA 2014 All rights reserved.。
ACCA
一，ACCA对中国学员的免试政策金融专业免试5门课程（F1-F5）会计学–获得学士学位免试5门课程（F1-F5）会计学–辅修专业免试3门课程（F1-F3）二，ACCA目前的科目设置如下，共16门（学员需通过12门必修科目及2门选修科目共14门课程）（F只需有四级水平，P需要更高的英语能力）1.知识课程FUNDAMENTALS--KNOWLEDGEF1 会计师与企业 Accountant in Business (AB)F2 管理会计 Management Accounting (MA)F3 财务会计 Financial Accounting (FA)2.技能课程 FUNDAMENTALS—SKILLSF4 公司法与商法 Corporate and Business Law (CL)F5 业绩管理 Performance Management (PM)F6 税务 Taxation (TX)F7 财务报告 Financial Reporting (FR)F8 审计与认证业务 Audit and Assurance (AA)F9 财务管理 Financial Management (FM)专业阶段3.职业核心课程 PROFESSIONAL—ESSENTIALSP1 公司治理、风险和职业道德 Governance, Risk & Ethics (GRE)P2 公司报告 Corporate Reporting (CR)P3 商务分析 Business Analysis (BA)4.职业选修课程 PROFESSIONAL-- OPTIONS(四门任选二门)P4 高级财务管理Advanced Financial Management (AFM)P5 高级业绩管理 Advanced Performance Management。
有心企业高层P6 高级税务 Advanced Taxation (ATX)。
ACCA-(F4)知识点之议会主权(Parliamentary sovereignty)
高顿财经ACCA ACCA-（F4）知识点之议会主权（
Parliamentary sovereignty ）
本文由高顿ACCA 整理发布，转载请注明出处 ACCA-（F4）知识点之议会主权（Parliamentary sovereignty ）
议会主权带来了如下的结果。
议会可以撤销之前的法规；否决或者更改由法庭发展而来的案例法；制作新的法条。
但是在实践中，议会同样会遵守一定的传统和惯例，这也在很大程度上限制了它的自由。
例如，没有一届议会可以通过立法来防止将来的议会来改变法律；法官需要陈述成文法中的条文并且从中找出适合正在解决的案例的说法；议会立法的效力和合法性是不容置疑的，但是法官也可以利用欧洲人权法对其进行“抵抗”。
更多ACCA 资讯请关注高顿ACCA 官网：。
【分享】【最新】ACCA LW(F4)专业词汇中英对照
【分享】【最新】ACCA LW（F4）专业词汇中英对照中国学生刚刚接触ACCA时面临的困难主要来自两方面：一个是英文教材的使用，二是长期以来形成的针对中国考试固有的思维方式。
第二个问题需要经过一段时间的学习和做题慢慢掌握英文考试的解题思路，熟悉ACCA的作答模式。
对于提高英语水平这个问题，我们可以先从掌握ACCA 词汇入手，逐渐了解专业名词的表达方式，进而能够在阅读教材时减少一些障碍，方便理解知识内容。
本文和大家分享的是ACCA初级阶段F4涉及的词汇，帮助大家快速入门高效学习。
（一）1. Apparent authority：表面权限Apparent authority is the authority which an agent appears to have to a third party. A contract made within the scope of such authority will bind the principal even though the agent was not following their instructions.2. Appeal court：上诉法院The appeal court is the court to which an appeal is made against the ruling or the sentence.3. Ante-natal care：产前护理Ante-natal care is an employee has a right not to be unreasonably refused time off for ante-natal care during working hours.4. Civil court：民事法庭In a civil suit, one party who feels they were harmed brings a complaint against another party.5. Civil law：民法Civil law exists to regulate disputes over the rights and obligations of persons dealing with each other and seeks to compensate injured parties.6. Collateral contract：附属合同A collateral contract is a contract where consideration is provided by the making of another contract. For example, if there are two separate contracts, one between A andB and one between A and C, on terms which involve some concerted action between B and C, there may be a contract between B and C.7. Common law：习惯法Common law is the body of legal rules common to the whole country which is embodied in judicial decisions.8. Consideration：对价Consideration is an essential part of most contracts. It is what each party brings to the contract.9. Constructive dismissal：推定解雇Constructive dismissal is where the employer commits a breach of contract, thereby causing the employee to resign. By implication, this is also dismissal without notice.10. Contextual rule：关联规则The contextual rule means that a word should be construed in its context: it is permissible to look at the statute as a whole to discover the meaning of a word in it.11. Contributory negligence：共同过失A court may reduce the amount of damages paid to the claimant if the defendant establishes that they contributed to their own injury or loss, this is known as contributory negligence.12. Counter-offer：反要约A counter-offer is a final rejection of the original offer. If a counter-offer is made, the original offeror may accept it, but if they reject it, their original offer is no longer available for acceptance.（二）13. County Court：地方法院County Courts hear claims in contract and tort, equitable matters and land and probate disputes among others.14. Court of Appeal：上诉法院The Court of Appeal hears appeals from the County Court, the High Court, the Restrictive Practices Court and the Employment Appeal Tribunal.15. Criminal law：刑法In criminal cases, the state prosecutes the wrongdoer.16. Crown Court：刑事法庭The Crown Court hears appeals from Magistrates' Courts.17. Declaration of solvency：有偿付能力的声明A voluntary winding up is a members' voluntary winding up only if the directors make and deliver to the Registrar a declaration of solvency.18. Duty of care：谨慎义务In the landmark case of Donoghue v Stevenson 1932 the House of Lords ruled that a person might owe a duty of care to another with whom they had no contractual relationship at all. The doctrine has been refined in subsequent rulings, but the principle is unchanged.19. Equity：衡平法Equity is a term which applies to a specific set of legal principles which were developed by the Court of Chancery to supplement (but not replace) the common law. It is based on fair dealings between the parties. It added to and improved on the common law by introducing the concept of fairness.20. Exclusion clause：除外条款An exclusion clause may attempt to restrict one party's liability for breach of contract or for negligence.21. Express authority：明示权限Express authority is a matter between principal and agent. This is authority explicitly given by the principalto the agent to perform particular tasks, along with the powers necessary to perform those tasks.22. Exemption clauses：免责条款An exclusion clause may attempt to restrict one party's liability for breach of contract or for negligence.23. Executed consideration：已履行的对价Executed consideration is an act in return for a promise such as paying for goods when the shopkeeper hands them over.24. Executory consideration：待履行的对价Executory consideration is a promise given for a promise, such as promising to pay for goods that the shopkeeper puts on order for you.25. liquidation：清算Liquidation means that the company must be dissolved and its affairs 'wound up', or brought to an end.。
ACCA F4知识要点 第9章
第9章 Agency law 代理合同1.代理的角色The Principal is the person who has legally empowered the Agent to enter into contractual relations with a Third Party. 代理是作为法定第三方，介入合同中。
The contract itself though is between the Principal and the third party. Two specific examples of agency relationships:•(a) Partners–per the Partnership Act 1890 all partners are deemed to be agents of the firm and are hence able to bind all co‐partners and make them jointly and severally liable for business transactions。
Accountancy practices are run as partnerships by partners. 所有的合伙人都是合伙企业的代理人，一个合伙人的行为，也会约束到其他合伙人，共同承担责任/也承担连带责任。
对外负责，对内可以向其他合伙人追偿。
•(b) Company Directors –the board of directors are deemed to be the agent of the company (though not the shareholders) and can therefore bind the company without personal liability. Individual directors do not have the power to bind the company unless they have derived any of the powers of agency. 公司的董事会成员未必是公司的股东，其行为公司承担责任，个人无需承担责任（正常情况下）。
ACCA F4-F9模拟题及解析(5)
ACCA F4-F9模拟题及解析（5）1. (a) In order for auditors to operate effectively and to provide an opinion on an entity’s financial statements, they are given certain rights.Required:State THREE rights of an auditor, excluding those related to resignation and removal. (3 marks) (b) HKSA 315 Identifying and Assessing the Risks of Material Misstatement through Understanding the Entity and Its Environment requires auditors to obtain an understanding of control activities relevant to the audit.Control activities are the policies and procedures that help ensure that management directives are carried out;and which are designed to prevent and detect fraud and error occurring. An example of a control activity is themaintenance of a control account.Required:Apart from maintenance of a control account, explain FOUR control activities a company may undertake to prevent and detect fraud and error. (4 marks)(c) Describe THREE limitations of external audits. (3 marks)(10 marks)2. Sunflower Stores Co (Sunflower) operates 25 food supermarkets. The company’s year end is 31 December 2012.The audit manager and partner recently attended a planning meeting with the finance director and have provided you with the planning notes below.You are the audit senior, and this is your first year on this audit. In order to familiarise yourself with Sunflower, the audit manager has asked you to undertake some research in order to gain an understanding of Sunflower, so that you are able to assist in the planning process. He has then asked that you identify relevant audit risks from the notes below and also consider how the team should respond to these risks.Sunflower has spent $1·6 million in refurbishing all of its supermarkets; as part of this refurbishment programme their central warehouse has been extended and a smaller warehouse, which was only occasionally used, has been disposed of at a profit. In order to finance this refurbishment, a sum of $1·5 million was borrowed from the bank.This is due to be repaid over five years.The company will be performing a year-end inventory count at the central warehouse as well as at all 25 supermarkets on 31 December. Inventory is valued at selling price less an average profit margin as the finance director believes that this is a close approximation to cost.Prior to 2012, each of the supermarkets maintained their own financial records and submitted returns monthly to head office. During 2012 all accounting records have been centralised within head office. Therefore at the beginning of the year, each supermarket’s opening balances were transferred into head office’s accounting records. The increased workload at head office has led to some changes in the finance department and in November 2012 the financial controller left. His replacement will start in late December.Required:(a) List FIVE sources of information that would be of use in gaining an understanding of Sunflower Stores Co,and for each source describe what you would expect to obtain. (5 marks)(b) Using the information provided, describe FIVE audit risks and explain the auditor’s response to each risk in planning the audit of Sunflower Stores Co. (10 marks)(c) The finance director of Sunflower Stores Co is considering establishing an internal audit department.Required:Describe the factors the finance director should consider before establishing an internal audit department.(5 marks)(20 marks)3.(a) Identify and explain each of the FIVE fundamental principles contained within ACCA’s Code of Ethics and Conduct. (5 marks)(b) Rose Leisure Club Co (Rose) operates a chain of health and fitness clubs. Its year end was31 October 2012.You are the audit manager and the year-end audit is due to commence shortly. The following three matters have been brought to your attention.(i) Trade payables and accruals Rose’s finance director has notified you that an error occurred in the closing of the purchase ledger at the year end. Rather than it closing on 1 November, it accidentally closed one week earlier on 25 October. All purchase invoices received between 25 October and the year end have been posted to the 2013 year-end purchase ledger. (6 marks) (ii) Receivables Rose’s trade receivables have historically been low as most members pay monthly in advance. However, during the year a number of companies have taken up group memberships at Rose and hence the receivables balance is now material. The audit senior has undertaken a receivables circularisation for the balances at the year end; however, there are a number who have not responded and a number of responses with differences. (5 marks)(iii) Reorganisation The company recently announced its plans to reorganise its health and fitness clubs. This will involve closing some clubs for refurbishment, retraining some existing staffand disposing of some surplus assets. These plans were agreed at a board meeting in October and announced to their shareholders on 29 October. Rose is proposing to make a reorganisation provision in the financial statements. (4 marks)Required:Describe substantive procedures you would perform to obtain sufficient and appropriate audit evidence in relation to the above three matters.Note: The mark allocation is shown against each of the three matters above.(20 marks)4.(a) Explain the purpose of, and procedures for, obtaining written representations. (5 marks)(b) The directors of a company have provided the external audit firm with an oral representation confirming that the bank overdraft balances included within current liabilities are complete. Required:Describe the relevance and reliability of this oral representation as a source of evidence to confirm the completeness of the bank overdraft balances. (3 marks)(c) You are the audit manager of Violet & Co and you are currently reviewing the audit files for several of your clients for which the audit fieldwork is complete. The audit seniors have raised the following issues:Daisy Designs Co (Daisy)Daisy’s year end is 30 September, however, subsequent to the year end the company’s sales ledger has been corrupted by a computer virus. Daisy’s finance director was able to produce the financial statements prior to this occurring; however, the audit team has been unable to access the sales ledger to undertake detailed testing of revenue or year-end receivables. All other accounting records are unaffected and there are no backups available for the sales ledger. Daisy’s revenue is $15·6m, its receivables are $3·4m and profit before tax is $2m.Fuchsia Enterprises Co (Fuchsia)Fuchsia has experienced difficult trading conditions and as a result it has lost significant market share. The cash flow forecast has been reviewed during the audit fieldwork and it shows a significant net cash outflow.Management are confident that further funding can be obtained and so have prepared the financial statements on a going concern basis with no additional disclosures; the audit senior is highly sceptical about this. The prior year financial statements showed a profit before tax of $1·2m; however, the current year loss before tax is $4·4m and the forecast net cash outflow for the next 12 months is $3·2m.Required:For each of the two issues:(i) Discuss the issue, including an assessment of whether it is material;(ii) Recommend procedures the audit team should undertake at the completion stage to try to resolve the issue; and(iii) Describe the impact on the audit report if the issue remains unresolved.Notes: 1 The total marks will be split equally between each issue.2 Audit report extracts are NOT required. (12 marks)(20 marks)试题及答案1.(a)Auditors’ rights– Right of access at all times to the company’s books, accounts and vouchers.– Right to require from an officer of the company such information or explanations as they think necessary for the performance of their duties as auditors.– Right to receive all communications relating to written resolutions.– Right to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive.– Right to attend any general meeting of the company.– Right to be heard at any general meeting which an auditor attends on any part of the business of the meeting which concerns them as auditor.(b) Control activities Segregation of duties – assignment of roles/responsibilities to different people, thereby reducing the risk of fraud and error occurring.Information processing – computer controls including general IT controls, which cover a range of applications and support the overall IT environment and application controls which are manual or automated controls which operate on a cycle/business process level.Authorisation – approval of transactions by a suitably responsible official to ensure transactions are genuine.Physical controls – restricting access to physical assets such as cash, inventory and plant and equipment, thereby reducing the risk of theft.Performance reviews – comparison or review of the performance of the business by looking at areas such as budget v actual results.Arithmetical controls – controls which check the arithmetical accuracy of accounting records. Account reconciliations – comparison of an account balance with another source; often this source is from a third party, such as the bank, with differences being investigated.(c)Limitations of external auditsAn external audit has a number of limitations which reduce its usefulness:Sampling – it is not practical for an auditor to test 100% of transactions and so they have to apply sampling methodologies in selecting balances/transactions to test. Therefore, there could be an error in an item not selected for testing by the auditor.Subjectivity – financial statements include judgemental and subjective areas and therefore the auditor is required to use their judgement in assessing whether the financial statements are true and fair.Inherent limitations of internal control systems – an internal control system is operated by people and hence is liable to human error. In addition, there is the possibility of controls override by management and of collusion and fraud. It is impossible to remove all of these inherent limitations and as the auditor relies on the internal control systems, this can reduce the usefulness of the audit.Evidence is persuasive not conclusive – the opinion is based on audit evidence gathered; however, while this evidence can indicate possible issues affecting the audit opinion, evidence involves estimates and judgements and hence does not give a definite conclusion.Audit report format – the format of the opinion is determined by International Standards on Auditing. However, the terminology used is not usually understood by non-accountants. This means that users may not actually understand the audit opinion given.Historic information – the audit report is often issued some time after the year end, and so the financial information can be quite different to the current position. In the current marketplace where companies’ financial positions can change quite quickly, the audit opinion may no longer be relevant as it is out of date.2 (a)Understanding an entitySource of information Information expect to obtainPrior year audit file Identification of issues that arose in the prior year audit and howthese were resolved. Also whether any points brought forward were noted for consideration for this year’s audit.Prior year financial statements Provides information in relation to the size of the entity as well as the key accounting policies and disclosure notes.Accounting systems notes Provides information on how each of the key accounting systems operates.Discussions with management Provides information in relation to any important issues which havearisen or changes to the company during the year.Current year budgets and management Provides relevant financial information for the year to date. Will help accounts of Sunflower Stores Co (Sunflower) the auditor to identify whether Sunflower has changed materially since last year. In addition, this will be useful for preliminary analytical review and risk identification.Permanent audit file Provides information in relation to matters of continuing importancefor the company and the audit team, such as statutory books information or important agreements. Sunflower’s website Recent press releases from the company may provide background on changes to the business during the year as this could lead to additional audit risks.Prior year report to management Provides information on the internal control deficiencies noted in the prior year; if these have not been rectified by management then theycould arise in the current year audit as well.Financial statements of competitors This will provide information about Sunflower’s competitors, in relation to their financial results and their accounting policies. This will be important in assessing Sunflower’s performance in the year and also when undertaking the going concern review.(b)Audit risks and auditor responses Audit risk Auditor response Sunflower has spent $1·6m on refurbishing its 25 food supermarkets. This expenditure needs to be reviewed to assess whether it is of a capital nature and should be included within non-current assets or expensed as repairs. Review a breakdown of the costs and agree to invoices to assess the nature of the expenditure and, if capital, agree to inclusion within the asset register and, if repairs, agree tothe income statement.During the year a small warehouse has been disposed of at a profit. The asset needs to have been correctly removed from property plant and equipment to ensure the non-current asset register is not overstated, and the profit on disposal should be included within the income statement. Review the non-current asset register to ensure that the asset has been removed. Also confirm the disposal proceeds as well as recalculating the profit on disposal.Consideration should be given as to whether the profit on disposal is significant enough to warrant separate disclosure within the income statement.Sunflower has borrowed $1·5m from the bank via a five year loan. This loan needs to be correctly split between current and non-current liabilities.In addition, Sunflower may have given the bank a charge over its assets as security for the loan. There is a risk that the disclosure of any security given is not complete.During the audit the team would need to confirm that the $1·5m loan finance was received. In addition, the split between current and non-current liabilities and the disclosures for this loanshould be reviewed in detail to ensure compliance with relevant accounting standards.The loan agreement should be reviewed to ascertain whether any security has been given, and this bank should be circularised as part of the bank confirmation process.Sunflower will be undertaking a number of simultaneous inventory counts on 31 December including the warehouse and all 25 supermarkets. It is not practical for the auditor to attend all of these counts; hence it may not be possible to gain sufficient appropriate audit evidence over inventory counts.The team should select a sample of sites to visit. It is likely that the warehouse contains most goods and therefore should be selected. In relation to the 25 supermarkets, the team should visit those with material inventory balances and/or those with a history of inventory count issues.(c)Internal audit departmentPrior to establishing an internal audit (IA) department, the finance director of Sunflower should consider the following:(i) The costs of establishing an IA department will be significant, therefore prior to committing to these costs and management time, a cost benefit analysis should be performed.(ii) The size and complexity of Sunflower should be considered. The larger, more complex and diverse a company is, then the greater the need for an IA department. At Sunflower there are 25 supermarkets and a head office and therefore it would seem that the company is diverse enough to gain benefit from an IA department.(iii) The role of any IA department should be considered. The finance director should consider what tasks he would envisage IA performing. He should consider whether he wishes them to undertake inventory counts at the stores, or whether he would want them to undertake such roles as internal controls reviews.(iv) Having identified the role of any IA department, the finance director should consider whether there are existing managers or employees who could perform these tasks, therefore reducing the need to establish a separate IA department.(v) The finance director should assess the current control environment and determine whether there are departments or stores with a history of control deficiencies. If this is the case, then it increases the need for an IA department.(vi) If the possibility of fraud is high, then the greater the need for an IA department to act as both a deterrent and also to possibly undertake fraud investigations. As Sunflower operates 25 food supermarkets, it will have a significant risk of fraud of both inventory and cash.3. (a)Fundamental principlesIntegrity –to be straightforward and honest in all professional and business relationships. Objectivity–to not allow bias, conflict of interest or undue influence of others to override professional or business judgements.Professional Competence and Due Care – to maintain professional knowledge and skill at the level required to ensure that a client receives competent professional services, and to act diligently and in accordance with applicable technical and professional standards.Confidentiality – to respect the confidentiality of information acquired as a result of professional and business relationships and, therefore, not to disclose any such information to third parties without proper authority, nor use the information for personal advantage. Professional Behaviour – to comply with relevant laws and regulations and avoid any action that discredits the profession.15Audit risk Auditor response Sunflower’s inventory valuation policy is selling price less average profit margin. Inventory should be valued at the lower of cost and net realisable value (NRV) and if this is not the case, then inventory could be under or overvalued.HKAS 2 Inventories allows this as an inventory valuation method as long as it is a close approximation to cost. If this is not the case, then inventory could be under or overvalued.Testing should be undertaken to confirm cost and NRV of inventory and that on a line-by-line basis the goods are valued correctly.In addition, valuation testing should focus on comparing the cost of inventory to the selling price less margin to confirm whether this method is actually a close approximation to cost. The opening balances for each supermarket have been transferred into the head office’s accounting records at the beginning of the year. There is a risk that if this transfer has not been performed completely and accurately, the opening balances may not be correct.Discuss with management the process undertaken to transfer the data and the testing performed to confirm the transfer was complete and accurate.Computer-assisted audit techniques could be utilised by the team to sample test the transfer of data from each supermarket to head office to identify any errors.There has been an increased workload for the finance department, the financial controller has left and his replacement will only start in late December.This increases the inherent risk within Sunflower as errors may have been made within the accounting records by the overworked finance team members. The new financial controller may not be sufficiently experienced to produce the financial statements and resolve any audit issues.The team should remain alert throughout the audit for dditional errors within the financedepartment.In addition, discuss with the finance director whether he will be able to provide the team with assistance for any audit issues the new financial controller is unable to resolve.(b)Substantive procedures(i)Trade payables and accruals– Calculate the trade payable days for Rose Leisure Clubs Co (Rose) and compare to prior years, investigate any significant difference, in particular any decrease for this year.– Compare the total trade payables and list of accruals against prior year and investigate any significant differences.– Discuss with management the process they have undertaken to quantify the understatement of trade payables due to the cut-off error and consider the materiality of the error.– Discuss with management whether any correcting journal entry has been included for the understatement.– Select a sample of purchase invoices received between the period of 25 October and the year end and follow them through to inclusion within accruals or as part of the trade payables journal adjustment.– Review after date payments; if they relate to the current year, then follow through to the purchase ledger or accrual listing to ensure they are recorded in the correct period.– Obtain supplier statements and reconcile these to the purchase ledger balances, and investigate any reconciling items.– Select a sample of payable balances and perform a trade payables’ circularisation, follow up any non-replies and any reconciling items between the balance confirmed and the trade payables’ balance.– Select a sample of goods received notes before the year end and after the year end and follow through to inclusion in the correct period’s payables balance, to ensure correct cut-off. (ii)Receivables– For non-responses, with the client’s permission, the team should arrange to send a follow up circularisation.– If the receivable does not respond to the follow up, then with the client’s permission, the senior should telephone the customer and ask whether they are able to respond in writing to the circularisation request.– If there are still non-responses, then the senior should undertake alternative procedures to confirm receivables.– For responses with differences, the senior should identify any disputed amounts, and identifywhether these relate to timing differences or whether there are possible errors in the records of Rose.– Any differences due to timing, such as cash in transit, should be agreed to post year-end cash receipts in the cash book.– The receivables ledger should be reviewed to identify any possible mispostings as this could be a reason for a response with a difference.– If any balances have been flagged as disputed by the receivable, then these should be discussed with management to identify whether a write down is necessary.(iii)Reorganisation– Review the board minutes where the decision to reorganise the business was taken, ascertain if this decision was made pre year end.– Review the announcement to shareholders in late October, to confirm that this was announced before the year end.– Obtain a breakdown of the reorganisation provision and confirm that only direct expenditure from restructuring is included.– Review the expenditure to confirm that there are no retraining costs included.– Cast the breakdown of the reorganisation provision to ensure correctly calculated.– For the costs included within the provision, agree to supporting documentation to confirm validity of items included.– Obtain a written representation confirming management discussions in relation to the announcement of the reorganisation.– Review the adequacy of the disclosures of the reorganisation in the financial statements to ensure they are in accordance with HKAS 37 Provisions, Contingent Liabilities and Contingent Assets.4.(a)Written representationsWritten representations are necessary information that the auditor requires in connection with the audit of the entity’s financial statements. Accordingly, similar to responses to inquiries, written representations are audit evidence.The auditor needs to obtain written representations from management and, where appropriate, thosecharged with governance that they believe they have fulfilled their responsibility for the preparation of the financial statements and for the completeness of the information provided to the auditor.Written representations are needed to support other audit evidence relevant to the financial statements or specific assertions in the financial statements, if determined necessary by theauditor or required by other Hong Kong Standards on Auditing.This may be necessary for judgemental areas where the auditor has to rely on management explanations. Written representations can be used to confirm that management have communicated to the auditor all deficiencies in internal controls of which management are aware.Written representations are normally in the form of a letter, written by the company’s management and addressed to the auditor. The letter is usually requested from management but can also be requested from the chief operating officer or chief financial officer. Throughout the fieldwork, the audit team will note any areas where representations may be required.During the final review stage, the auditors will produce a draft representation letter. The directors will review this and then produce it on their letterhead.It will be signed by the directors and dated as at the date the audit report is signed, but not after.(b) Oral representationA representation from management confirming that overdrafts are complete would be relevant evidence. Overdrafts are liabilities and therefore the main focus for the auditor is completeness.With regards to reliability, the evidence is oral rather than written and so this reduces its reliability. The directors could in the future deny having given this representation, and the auditors would have no documentary evidence to prove what the directors had said.This evidence is obtained from management rather than being auditor generated, and is therefore less reliable. Management may wish to provide biased evidence in order to reduce the amount of liabilities in the financial statements. The auditors are unbiased and so evidence generated directly by them will be better.External evidence obtained from the company’s banks could be used to confirm the bank overdraft balances and this would be more independent than relying on management’s internal confirmations.(c)Daisy Designs Co (Daisy)(i)Daisy’s sales ledger has been corrupted by a computer virus; hence no detailed testing has been performed on revenue and receivables. The audit team will need to see if they can confirm revenue and receivables in an alternative manner.If they are unable to do this, then two significant balances in the financial statements will not have been confirmed.Revenue and receivables are both higher than the total profit before tax (PBT) of $2m; receivables are 170% of PBT and revenue is nearly eight times the PBT; hence this is a very material issue. (ii) Procedures to be adopted include:– Discuss with management whether they have any alternative records which detail revenue andreceivables for the year.– Attempt to perform analytical procedures, such as proof in total or monthly comparison to last year, to gain comfort in total for revenue and for receivables.(iii)The auditors will need to modify the audit report as they are unable to obtain sufficient appropriate evidence in relation to two material and pervasive areas, being receivables and revenue. Therefore a disclaimer of opinion will be required.A basis for disclaimer of opinion paragraph will be required to explain the limitation in relation to the lack of evidence over revenue and receivables. The opinion paragraph will be a disclaimer of opinion and will state that we are unable to form an opinion on the financial statements. Fuchsia Enterprises Co (Fuchsia)(i)Fuchsia is facing going concern problems as it has experienced difficult trading conditions and it has a negative cash outflow. However, the financial statements have been prepared on a going concern basis, even though it is possible that the company is not a going concern. The prior year financial statements showed a profit of $1·2m and the current financial statements show a loss before tax of $4·4m, the net cash outflow of $3·2m represents 73% of this loss(3·2/4·4m) and hence is a material issue.(ii) Management are confident that further funding can be obtained; however, the team is sceptical and so the following procedures should be adopted:– Discuss with management whether any finance has now been secured.– Review the correspondence with the finance provider to confirm the level of funding that is to be provided and this should be compared to the net cash outflow of $3·2m.– Review the most recent board minutes to understand whether management’s view on Fuchsia’s going concern has altered.– Review the cash flow forecasts for the year and assess the reasonableness of the assumptions adopted.(iii) If management refuse to amend the going concern basis of the financial statements or at the very least make adequate going concern disclosures, then the audit report will need to be modified. As the going concern basis is probably incorrect and the error is material and pervasive, then an adverse opinion would be necessary.A basis for adverse opinion paragraph will be required to explain the inappropriate use of the going concern assumption.The opinion paragraph will be an adverse opinion and will state that the financial statements do not give a true and fair view.。
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English Legal System
★Fisher v Bell
字面解释规则。
展示不等于销售，因为商品展示是要约邀请而不是要约，法官解释法律不得超出法律条文的字面含义
Adler v George
黄金（扩大）解释规则。
为避免不公平结果的出现，法官可以将法律条文的含义扩大至该条文可能具有的含义上。
Corkery v Carpenter
社会恶疾解释规则。
法官在解释法律时，必须考虑成文法所针对的社会恶疾。
Contract Law
Gibson v Manchester City Council
要约的要件包括具体性和送达。
缺乏具体性要件的“要约”是要约邀请。
Harvey v Facey
提供信息(supply of information)不是要约。
Harris v Nickerson
告知对方自己的意向(statement of intention)不是要约
★Fisher v Bell
商品展示(display of goods)不是要约
★Carlill v Carbolic Smoke Ball Co
商业广告一般来说不是要约，但如果满足要约的两个要件，商业广告可以为要约
★Hyde v Wrench
反要约等于对于要约的拒绝。
★Felthouse v Bindley
沉默不可以作为承诺。
此为基本原则，F4不考例外。
★Adams v Lindsell
投邮规则。
原则上，在满足其他判例法所设定的条件，如果承诺是以邮件方式通知要约人的，承诺信件一旦交邮，即视送达，合同也随之成立。
★Re McArdle
过去的行为作为对价是不充足的。
★White v Bluett
对价必须有在法律上认可的价值。
Colins v Godefroy
履行法定义务的行为不可以作为对价。
Glasbrook Bros v Glamorgan CC
如果当事人的行为超出了法定义务的范畴，那么超出的部分可以成为充足的对价。
Stilk v Myrick
履行约定义务的行为不可以作为对价。
Hartley v Ponsonby
如果当事人的行为超出了约定义务的范畴，那么超出的部分可以成为充足的对价。
Shadwell v Shadwell
履行约定义务的行为可以用来支持来自第三方的对价。
★Williams v Roffey Bros
履行约定义务的行为如果可以给对方带来新的实质性的利益，那么该行为可以支持来自对方的对价。
★Pinnel’s Case
债务的部分履行不可以解除债务的全部。
★Central London Property T rust Ltd v High T rees House Ltd
禁止反言规则－PARE
D & C Builders v Rees
如果当事人有不诚信的行为，那么禁止反言规则不适用。
Combe v Combe
禁止反言仅可以作为被诉时的抗辩理由，而不可以作为起诉的理由。
★Dunlop v Selfridge
仅合同的一方可以承担合同所约定的义务。
★T weddle v Atkinson
仅合同的一方可以获得合同所约定的利益。
★Poussard v Spiers
关乎合同根本目的的合同内容是条件。
★Bettini v Gye
附属于合同根本目的的合同内容是保证。
★Hong Kong Fir Shipping Co Ltd v Kawasaki Kisa Kaisha Ltd
中间条款。
L’Estrange v Graucob
在合同上签字使得被签字的内容自动进入合同，哪怕签字跟本就没有看合同的具体内容
Thompson v LMS
提供免责条款的一方仅需要通过合理的步骤来提示对方当事人免责条款的存在就可以使免责的内容进入合同。
Olley v Marlborough Court
提示免责条款存在的时间，必须在合同成立之前。
Spurling v Bradshaw
先前的交易行为可以使得免责条款进入合同。
Photo Productions v Securicor 1980
不利解释规则。
Green (RW) v Cade 1978
在判定免责条款是否合理时，法院会考虑全部的周边情况。
★St Albans City Council v International Computers Ltd
如何判定免责条款是合理的，具体运用UCTA附表2的一些因素。
★Hochster v De La T our 1853
什么是明示预期违约以及预期违约的救济方式。
Omnium Enterprises v Sutherland.
什么是默示预期违约。
White & Carter v McGregor
预期违约的情形下，非违约方的选择权。
★Surrey CC v Bredero Homes
损害赔偿金不具有惩罚性。
★Victoria Laundry v Newman Industries
在违约造成的损失中，正常损失全部要赔，而非正常损失是否赔偿取决于违约方在签定合同时是否知道或者应当知道。
Hawkins v McGee 1929
损害赔偿金的计算，预期利益原则。
Anglia T elevision v Reed
损害赔偿金的计算，信赖利益原则。
Payzu Ltd v Sauders 1919
非违约一方有减损义务。
Tort Law
★Donohue v Stevenson 1932
邻居规则。
我们对谁负有注意义务。
三步测试－FPP。
The Wagon Mound
侵权人对于过于遥远的损害结果不负赔偿责任。
Smith v Baker
被害人自愿这一免责事由包括两部分：第一，被害人知道；第二，被害人自愿同意。
Sayers v Harlow UDC 1958
共同过错作为免责事由将使损害赔偿金
Employment Law
Simmonds v Dowty Seals
什么是建设性解雇。
Devis v Atkins
事后发现的事实不可以做为解雇的理由。
Vaux Breweries v Ward 1969
什么不是遣散、裁员。
European Chefs v Currell
什么是遣散、裁员。
Law of Agency
★Freeman & Lockyer v Buckhurst Park Properties
董事的显而易见的授权，将使得表见代理成立。
★Panorama Developments v Fidelis Furnishing Fabrics
公司秘书的显而易见的授权，而使得表见代理成立。
Company Law
★Saloman v Saloman Ltd 1897
公司法人人格独立。
公司可以找自己的股东借钱。
★Woolfson v Strathclyde 1978
什么时候揭开公司面纱。
Hickman’s case
公司章程是法定合同，股东违约，公司可以起诉追究违约责任。
Pender v Lushington
公司章程是法定合同，公司违约，股东可以起诉追究违约责任。
Rayfield v Hands
公司章程是法定合同，股东违约，股东可以起诉追究违约责任。
Eley v Positive Government Security Life Assurance Co 1876
公司章程只管股东的权利与义务，非股东的权利和义务是不可以依据公司章程来主张滴。
当然，还要注意股东和非股东的身份不等于股东和非股东的权力。
Allen v Gold Reefs of Africa
修改公司章程必须诚信地为了公司的整体利益。
★Percival v Wright1902
董事对公司负责，而不是对股东负责。
★Industrial Development Consultants Ltd v Cooley 1972
董事应避免与公司发生利益冲突，即不得利用公司的机会。
董事退职以后，也不得利用任职所知悉的公司的机会。
★Regal (Hastings) v Gulliver 1942
董事应避免与公司发生利益冲突，即不得利用公司的机会。
公司自个儿可否从机会中获利、是否意欲利用该机会，一概不论。
★Aberdeen Railway v Blaikie
董事如将与公司订立合同，无论直接、间接，必须提前告知公司。
是否提前告知会不会给公司造成损失，一概不论。