2015ACCA考试公司与商法复习题及答案(2)
2015年6月ACCA考试《公司报告(International)》真题及详解
2015年6月ACCA考试《公司报告（International）》真题(总分：100.00，做题时间：180分钟)一、Section A –THIS ONE question is compulsory and MUST be attempted(总题数：1，分数：50.00)Kutchen, a public limited company, operates in the technology sector and has investments in other entities operatingin the sector. The draft statements of financial position at 31 March 2015 are as follows: The following information is relevant to the preparation of the group financial statements: 1. On 1 October 2014, Kutchen acquired 70% of the equity interests of House, a public limited company. Thepurchase consideration comprised 20 million shares of $1 of Kutchen at the acquisition date and 5 million shareson 31 March 2016 if House’s net profit after taxation was at least $4 million for the year ending on that date.The market price of Kutchen’s shares on 1 October 2014 was $2 per share and that of House was $4•20 pershare. It is felt that there is a 20% chance of the profit target being met. Kutchen wishes to measure the non-controlling interest at fair value at the date of acquisition. At acquisition, thefair value of the non-controlling interest (NCI) in House was based upon quoted market prices. On 1 October2014, the fair value of the identifiable net assets acquired was $48 million and retained earnings of House were$18 million and other components of equity were $3 million. The excess in fair value is due to non-depreciableland. No entries had been made in the financial statements of Kutchen for the acquisition of House. 2. On 1 April 2014, Kutchen acquired 80% of the equity interests of Mach, a privately owned entity, for aconsideration of $57 million. The consideration comprised cash of $52 million and the transfer of non-depreciable land with a fair value of $5 million. The carrying amount of the land at the acquisition date was$3 million and the land has only recently been transferred to the seller of the shares in Mach and is still carriedat $3 million in the financial records of Kutchen at 31 March 2015. The only consideration shown in thefinancial records of Kutchen is the cash paid for the shares of Mach. At the date of acquisition, the identifiable net assets of Mach had a fair value of $55 million, retained earningswere $12 million and other components of equity were $4 million. The excess in fair value is due to non-depreciable land. Mach had made a net profit attributable to ordinary shareholders of $3•6 million for theyear to 31 March 2014. Kutchen wishes to measure the non-controlling interest at fair value at the date of acquisition. The NCI is to befair valued using a public entity market multiple method. Kutchen has identified two companies who arecomparable to Mach and who are trading at an average price to earnings ratio (P/E ratio) of 21. Kutchen hasadjusted the P/E ratio to 19 for differences between the entities and Mach, for the purpose of fair valuing theNCI.3. Kutchen had purchased an 80% interest in Niche for $40 million on 1 April 2014 when the fair value of theidentifiable net assets was $44 million. The partial goodwill method had been used to calculate goodwill and animpairment of $2 million had arisen in the year ended 31 March 2015. There were no other impairment chargesor items requiring reclassification. The holding in Niche was sold for $50 million on 31 March 2015 and thegain on sale in Kutchen’s financial statements is currently recorded in other components of equity. The carryingvalue of Niche’s identifiable net assets other than goodwill was $60 million at the date of sale. Kutchen hadcarried the investment in Niche at cost.4. Kutchenhas decided to restructure one of its business segments. The plan was agreed by the board of directorson 1 January 2015 and affects employees in two locations. In the first location, half of the factory units havebeen closed by 31 March 2015 and the affected employees’ pension benefits have been frozen. Any newemployees will not be eligible to join the defined benefit plan. After the restructuring, the present value of thedefined benefit obligation in this location is $8 million. The following table relates to location 1. Value before restructuring Location 1 –$m Present value of defined benefit obligation (10) Fair value of plan assets 7 Net pension liability (3) In the second location, all activities have been discontinued. It has been agreed that employees will receive apayment of $4 million in exchange for the pension liability of $2•4 million in the unfunded pension scheme.Kutchen estimates that the costs of the above restructuring excluding pension costs will be $6 million. Kutchenhas not accounted for the effects of the restructuring in its financial statements because it is planning a rightsissue and does not wish to depress the share price. Therefore there has been no formal announcement of therestructuring. The pension liability is shown in non-current liabilities. 5. Kutchen manufactures equipment for lease or sale. On 31 March 2015, Kutchen leased out equipment under a10-year finance lease. The selling price of the leased item was $50 million and the net present value of theminimum lease payments was $47 million. The carrying value of the leased asset was $40 million and thepresent value of the residual value of the product when it reverts back to Kutchen at the end of the lease term is$2•8 million. Kutchen has shown sales of $50 million and cost of sales of $40 million in its financial statements. 6. Kutchen has impairment tested its non-current assets. It was decided that a building located overseas wasimpaired because of major subsidence. The building was acquired on 1 April 2014 at a cost of 25 million dinarswhen the exchange was 2 dinars to the dollar. The building is carried at cost. At 31 March 2015, the recoverableamount of the building was deemed to be 17•5 million dinars. The exchange rate at 31 March 2015 is 2•5 dinars to the dolla r. Buildings are depreciated over 25 years. The tax base and carrying amounts of thenon-current assets before the impairment write down were identical.The impairment of the non-current assets is not allowable for tax purposes. Kutchen has not made anyimpairment or deferred tax adjustment for the above. Kutchen expects to make profits for the foreseeable futureand assume the tax rate is 25%. No other deferred tax effects are required to be taken into account other than on the above non-current assets. Required: （分数：50.01）(1).(a)Prepare the consolidated statement of financial position for the Kutchen Group as at 31 March 2015. (35 marks)（分数：16.67）_________________________________________________________________________________ _________正确答案：( Contingent consideration should be valued at fair value and will have to take into account the various milestones set underthe agreement. The expected value is (20% x 5 million shares) 1 million shares x $2, i.e. $2 million. There will be noremeasurement of the fair value in subsequent periods. If this were a liability, there would be remeasurement. The contingentconsideration will be shown in OCE. The fair value of the consideration is therefore 20 million shares at $2 plus $2 million(above), i.e. $42 million. The purchase should be accounted for as follows: Dr Investment in House $42 million Cr Ordinary share capital $20 million Cr Other components of equity $22 million The fair value of the NCI is 30% x 13 million x $4•20 =$16•38 million The fair value adjustment for land is $(48 –Share capital 13 –Retained earnings 18 –OCE 3)m, i.e. $14million. Working 2 Mach Net profit of Mach for the year to 31 March 2014 is $3•6 million. The P/E ratio (adjusted) is 19. Therefore the fair value ofMach is 19 x $3•6 million, i.e. $68•4 million. The NCI has a 20% holding; therefore the fair value of the NCI is $13•68 million. The land transferred as part of the purchase consideration should be valued at its acquisition date fair value of $5 million.Therefore the increase of $2 million over the carrying amount should be shown in retained earnings. The fair value adjustment for land is $13m (55 –Share capital 26 –Retained earnings 12 –OCE 4), i.e. $13 million. Total goodwill is therefore $(15•68 + 10•38) million, i.e. $26•06 million. Working 7 Finance lease Kutchen should have shown the lease receivable at the lower of the fair value of the asset and the present value of theminimum lease payments, i.e. $47 million. Therefore an adjustment of $3 million will have to be made to profit or loss andthe lease receivable. Similarly, the cost of transaction should have been $(40 –2•8) million, i.e. $37•2 million as the assetreverts back to Kutchen at the end of the lease. Therefore an adjustment should be made to profit or loss and lease recei vableof $2•8 million. Dr Profit or loss $3 million Cr Lease receivable $3 million Dr Lease receivable $2•8 million Cr Profit or loss $2•8 million (The net amount of $0•2 million could be adjusted in this case.) The finance lease receivable figure in the financial statements will be $(50 –3 + 2•8 + 14 + 8)m, i.e. $71•8 million Pensions After restructuring, the present value of the pension liability in location 1 is reduced to $8 million. Thus there will be anegative past service cost in this location of $(10 –8) million, i.e. $2 million. As regards location 2, there is a settlementand a curtailment as all liability will be extinguished by the payment of $4 million. Therefore there is a loss of $(2•4 –4) million, i.e. $1•6 million. The changes to the pension scheme in locations 1 and 2 will both affect profit or lossas follows: Location 1 Dr Pension obligation $2m Cr Retained earnings $2m Location 2 Dr Pension obligation $2•4m Dr Retained earnings $1•6m Cr Current liabilities $4m Even though there has been no formal announcement of the restructuring, Kutchen has started implementing it and therefore it must be accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets A provision of $6 million should also be made at the year end. Deferred taxation and impairment Carrying amount of building at 31 March 2015 $(25 –1 depreciation) million, i.e. 24 million dinars/2 = $12 million. Recoverable amount of building at 31 March 2015 17•5 million dinars/2•5 = $7 million. Impairment loss to profit or loss = $5 million. The tax base and carrying amount of the non-current assets are the same before the impairment charge. After the impairmentcharge, there will be a difference of $5 million. This will create a deferred tax asset of $5 million x 25%, i.e. $1•25 million.As Kutchen expects to make profits for the foreseeable future, this can be recognised in the financial statements. )(2).(b) When Kutchen acquired the majority shareholding in Mach, there was an option on the remaining non-controlling interest (NCI), which could be exercised at any time up to 31 December 2015. On 30 April 2015, Kutchenacquired the remaining NCI which related to the purchase of Mach. The payment for the NCI was structured sothat it contained a fixed initial payment and a series of contingent amounts payable over the following two years.The contingent payments were to be based on the future profits of Mach up to a maximum amount. Kutchen feltthat the fixed initial payment was an equity transaction. Additionally, Kutchen was unsure as to whether thecontingent payments were either equity, financial liabilities or contingent liabilities. After a board discussion which contained disagreement as to the accounting treatment, Kutchen is preparing todisclose the。
acca考试题及答案
acca考试题及答案ACCA考试题及答案1. 财务报表分析中，哪些因素会影响企业的流动比率？A. 存货水平B. 应收账款周转率C. 应付账款周转率D. 长期债务水平答案：A、B、C2. 在ACCA考试中，以下哪项不是现金流量表的主要部分？A. 经营活动现金流B. 投资活动现金流C. 筹资活动现金流D. 利润表答案：D3. 根据国际财务报告准则(IFRS)，以下哪项不是资产减值测试的步骤？A. 识别资产是否存在减值迹象B. 计算资产的可收回金额C. 比较资产的账面价值和可收回金额D. 将资产的账面价值增加到其公允价值答案：D4. 在ACCA考试中，以下哪项不是企业合并时的会计处理方法？A. 购买法B. 权益结合法C. 合并法D. 分割法答案：D5. 根据ACCA考试内容，以下哪项不是影响企业资本结构决策的因素？A. 税收影响B. 经营风险C. 财务风险D. 市场利率答案：D6. 在ACCA考试中，以下哪项不是企业进行财务规划时需要考虑的方面？A. 资本预算B. 营运资金管理C. 股利政策D. 产品定价策略答案：D7. 根据ACCA考试内容，以下哪项不是企业进行风险管理时常用的工具？A. 风险矩阵B. 敏感性分析C. 决策树D. 盈亏平衡分析答案：D8. 在ACCA考试中，以下哪项不是企业进行国际税务规划时需要考虑的因素？A. 跨国税收协定B. 转移定价C. 税收抵免D. 国内税收法规答案：D9. 根据ACCA考试内容，以下哪项不是企业进行环境、社会与治理(ESG)报告的目的？A. 提高企业透明度B. 增强投资者信心C. 促进企业社会责任D. 增加企业利润答案：D10. 在ACCA考试中，以下哪项不是企业进行内部控制时需要关注的领域？A. 财务报告的准确性B. 资产的保护C. 遵守法律法规D. 产品创新答案：D。
2015ACCA考试公司与商法复习题及答案(4)
2015ACCA考试公司与商法复习题及答案（4）Question:In the context of payment for shares issued by a company, explain the meaning and legal effect of the following:(a)capital maintenance;(b)issuing shares at a premium;(c)issuing shares at a discount.Answer:(a)Shareholders in limited liability companies enjoy the benefit of limited liability and usually cannot be required to pay more than the value of the shares they take in their company. However, that privilege is only extended to them on the basis that they fully subscribe to the company‘s capital. In turn, that capital is seen as a fund against which creditors can claim in the event of a dispute. Capital maintenance refers to the way in which the capital fund of limited liability companies can be used and, most essentially, reduced. The fundamental rule is that payments may not be improperly made out of capital to the detriment of the company‘s creditors. To that end, company law lays out rules as to what may be considered proper payment from capital and, in particular, establishes clear rules relating to the payment of dividends and the ways in which capital can be reduced.(b)It is possible, and not at all uncommon, for a company to require prospective subscribers to pay more than the nominal value of the shares they subscribe for. This is especially the case when the market value of the existing shares are trading at above the nominal value. In such circumstances the shares are said to be issued at a premium, the premium being the value received over and above the nominal value of the shares. Section 610 CA 2006 provides that any such premium received must be placed in a share premium account. The premium obtained is regarded as equivalent to capital and, as such, there are limitations on how the fund can be used. Section 610 provides that the share premium account can be used for the following limited purposes:(i)to write off the expenses, commission or discount incurred in any issue of the shares in question;(ii)to pay up bonus shares to be allotted as fully paid to members.Section 687 also allows for the share premium account to be used to finance the payment due for any premium due on the redemption of redeemable shares.Applying the rules relating to capital maintenance, it follows that what the share premium account cannot be used for is to pay dividends to the shareholders. The rules relating to share premiums apply whether the issue is for cash or otherwise and so a share premium account can arise where shares are issued in exchange for property which is worth more than the par value of the shares (Shearer v Bercain Ltd (1980)). In the light of that case, relief from the strict application of the rules relating to premium was introduced in the case of certain company group reconstructions (s.611 CA 2006) and company mergers (s.612 CA 2006).(c)It is a long-established rule that companies are not permitted to issue shares for a consideration which is less than the nominal value of the shares together with any premium due. The strictness of this rule may be seen in Ooregum Gold Mining Co of India v Roper (1892). In that case the shares in the company, although nominally ￡1, were trading at 12·5p. In an honest attempt to refinance the company, new ￡1 preference shares were issued and credited with 75p already paid (note the purchasers of the shares were actually paying twice the market value of the ordinary shares). When, however, the company subsequently went into insolvent liquidation, the holders of the new shares were required to pay a further 75p. This common law rule is now given statutory effect in s.580 CA 2006. If a company does enter into a contract to issue shares at a discount, it will not be able to enforce this against the proposed allottee. However, anyone who takes shares without paying the full value, plus any premium due, is liable to pay the amount of the discount as unpaid share capital, together with interest at 5% (s.580(2)/CA 2006). Also any subsequent holder of such a share who was aware of the original。
2015年6月ACCA F5考试真题答案
A 38·80 104·64
9·28 144·00 ––––––––– 296·72 –––––––––
1,200 800
––––––––– 2,296·72 –––––––––
B 58·20 209·28 37·12 288·00 ––––––––– 592·60 –––––––––
2,640 1,620 ––––––––– 4,852·60 –––––––––
A 14,600 14,600 350,400 14,600
B 22,400 33,600 1,075,200 89,600
Total 37,000 48,200 1,425,600 104,200
Cost driver rates
Administrative costs – $1,870,160/48,200 = $38·80 per admin hour
Overhead allocation per procedure Procedure
Administrative costs Nursing costs Catering costs General facility costs
Add direct costs: Surgical Anaesthesia Total cost per procedure
Answers
Fundamentals Level – Skills Module, Paper F5 Performance Management
Section A
1C
Divisional profit before depreciation = $2·7m x 15% = $405,000 per annum. Less depreciation = $2·7m x 1/50 = $54,000 per annum. Divisional profit after depreciation = $351,000 Imputed interest = $2·7m x 7% = $189,000 Residual income = $162,000.
F4ACCA2015最新真题（有答案）
F4ACCA2015最新真题（有答案）1.Which TWO of the following are used to distinguish between terms andrepresentation?A.The timing of the statementB.The importance that the buyer attached to the statementC.Whether the buyer had any specialist knowledgeD.Whether the statement was added to a later written agreement2. A judge is hearing a case which involves the interpretation of legislation that wasenacted before the Human Rights Act 1998(HRA 1998)was passed .There is a previous interpretation of this legislation but that interpretation is now incompatible with the HRA1998.Which action should the judge take?A.Declare the old legislation invalidB.Follow the previous interpretationC.Refer the matter to the Supreme CourtD.Create a new interpretation that is compatible with HRA19983.Which of the following in relation to the creditor of an ordinary partnership is true?A.They can sue one partner and if there is still money outstanding, they can sue theother partners for the remainderB.They must sue one partner only for the whole debtC.They must sue all partners for an equal share of the debtD.They can only sue the partner who entered into the contract on behalf of thepartnership4.What is the liability of the members in a limited liability partnership for thepartnership’s debts?A.All the members are jointly liability to creditors for partnership debtsB.The members’ liability is limited to the amount of capacity they have investedC.At least one member has unlimited liability to creditors for partnership debts5.Which of the following is able to convert to a public company?A. A private company with share capital of ￡50000B. A company limited by guaranteeC.An unlimited company6.Which of the following are required procedure in order for a company to commence amember’s voluntary liquidation?7.Which TWO of the following statements about remedies in contract law are correct?A. Equitable remedies are only available at the discretion of the courtB. The aim of an injunction is to restore the parties to their exact pre-contractual position （Rescission才是）C. Rescission is a common law remedy (是equity)D. Specific performance requires someone to complete their part of the contract8.For each of the following decision regarding a company auditor, is an ordinaryresolution or a special resolution required?9.In March Pushpa was hired to be a tour guide for five weeks in July. However in May,the tour company contact Pushpa to cancel the agreement. Which statement is NOT correct as to Pushpa’s rights on hearing of the cancellation in May?A. She must accept the cancellation and claim damagesB. She may treat the contract as valid, complete her side of the bargain and then sue for damagesC. She may treat the contract as discharged and sue for damages immediately10.Which of the following is NOT an allowable use of the share premium account?A. To write off the expense of issuing bonus sharesB. To write off the commissions paid on bonus shares issuedC. To write off any discount on bonus shares issuedD. To issue fully paid-up bonus shares11.Which TWO of the following are requirements of the postal rule in contract law?A. The use of postal acceptance must be in the contemplation of both partiesB. The offer must have been made via the postC. The offeree has stated that the post is the prescribed method of acceptanceD. The letter of acceptance must be correctly addressed12.Under the Insolvency Act 1986, which TWO of the following are the possible groundson which a petition for a compulsory winding up order can be made?A. A public company has not been issued with a trading certificate within one year of incorporationB. A director has breached a statutory dutyC. A company has not commenced business within one year of being incorporatedD. A minority shareholder has been unfairly treated13.In the event that the shareholders wish to remove a director, what type of resolution isrequired?A. Ordinary resolutionB. Written resolutionC. Special resolution14.Are each of the following attributes of criminal law or civil law?15.For each of the following, is it a ground on which a compulsory winding up order maybe granted?16.Otis goes on an activity weekend and decides to do a bungee jump. Before taking partin the jump. Otis signs a waiver of liability stating that the organizers of the weekendare not responsible for any injury to Otis. Unfortunately in making the jump Otis breaks his ankle. Which of the following defences could be used by the organizers in any claim by Otis for negligence?A. Volenti non fit injuriaB. Novus actus interveniensC. Contributory negligenceD. Res ipsa loquitur17.For each of the following contractual terms, is it a condition or a warranty that is beingdescribed?18.Are each of the following statement regarding the distribution of dividends true orfalse?19.A client mentions to his accountant, who was preparing the client’s account, that hehas also done some work ‘cash in hand’This work is not accounted for in the company’s books. Which liability would the accountant avoid by disclosing the tax evasion to the National Crime Agency?A. Fraudulent tradingB. Market abuseC. Insider dealingD. Money laundering20.Ashraf was employed by Theta Ltd. In the last few weeks Theta Ltd has asked Ashrafto take abnormal risks in the way he works in order to be more efficient. In every situation, Ashraf has refused and relations with the management have deteriorated to such an extent that Ashraf has now resigned. In what manner has Ashraf left his employment?A. He has been unfairly dismissedB. He has been constructively dismissedC. He has been summarily dismissedD. He has not been dismissed21.Which of the following would be used as a method of determining if an individual wasan employee or self employed?A. Vicarious testB. The multiple(economic reality)testC. Contractual test22.Which of the following is correct in relation to limited companies?A. Both private limited companies and public limited companies can be established with a sole directorB. Both private limited companies and public limited companies must appoint a company secretaryC. Both private limited companies and public limited companies can be established with a sole member23.A business makes use of employees and self-employed contractors. Do each of thefollowing statements apply to an employee or a self-employed individual?24.Which of the following decision can be taken in a general meeting by the passing of anordinary resolution?A. Change the company’s nameB. Amend the company’s articles of associationC. Authorise an increase in share capital25.Which of the following statements correctly describes private law?A. It is concerned with the law enforced between individualsB. It is solely concerned with business relationshipsC. It relates to state action against individuals26.Niall is providing services for Gamma plc. The contract between Niall and Gamma plcfor the provision of these services contains the following two clauses:⑴Niall is permitted to provide substitute⑵The work must be carried out at Gamma plc’s premises using its computersIn deciding whether Niall is an employee of Gamma plc, does each of the above clauses indicate a contract of service or a contract for services?27.For each of the following types of contract must they be in writing?28.A director of a company has received information from a debtor that the debtor can nolonger pay in full when asked by the auditor about the value of debtors, the debtor says that he has not received any information that would lead to the need to write down the value of debtors. Which of the following statements is correct in respect of the facts above?A. The director has committed the offence of providing misleading information to an auditorB. This is an example of fraudulent trading on behalf of the directorC. This is an example of wrongful trading on behalf of the directorD. The director has committed no offence as it is the duty of an auditor to find out such information29.BackgroundWaddell is based in Manchester and faxed an offer to Xavier in Houston making an offer to sell goods to him. Xavier immediately faxed back and accept the offer. Even though the fax was received in Waddell’s office during normal business hours, she did not read it. Waddell, having no knowledge that Xavier had sent a fax then received a letter from Yaull offering to buy Waddell’s goods. The letter stated that if he did not hear anything, Yaull would assume the goods were his.Waddell, not agreeing with the tone of Yaull’s letter, instead offered to sell the goods to Zang. Zang posted a letter of acceptance which Waddell did not receive. Waddell had never indicated to Zang that post was an accepted made of communications as past negotiations have always taken place face-to-face.Task-1Is there a contract between Waddell and Xavier, and for what reason?A.No,because acceptance has to be effectively communicated and Waddell did notread the acceptanceB.No,because acceptance by fax is not recognized in the law of contractC.Yes,because even though the fax has not been read, effective communication ofacceptance has taken placeD.Yes,because Waddell has made an offer to Xavier and is obliged to sell to himTask-2Is there a contract between Waddell and Yaull, and for what reason?A.Yes,because Yaull has offered to buy the goods and Waddell is obliged to acceptB.Yes,because Waddell has effectively accepted the offerC.No,because Waddell had not made an offer to YaullD.No,because silence cannot be effective acceptanceTask-3Is there a contract between Waddell and Zang,and for what reason?A.Yes,because Waddell has not withdrawn the offer so it can be accepted at any timeB.No,because acceptance must be communicated and Waddell did not receive theletterC.Yes,because acceptance by post takes place immediately the letter is postedD.No,because acceptance by post was not a reasonable method of communication inthis situation30.BackgroundJohn, Fran and Stan have purchased an off –the –shelf company, XYZ Ltd, from their solicitor. Their solicitor has advised them to change the name to make it more meaningful in relation to their film production business. The solicitor has also advised them to consider which of the company’s articles of association require changing?Task-1Which of the following CANNOT be changed, in relation to the company‘s articles of association?A.The procedure for declaring dividendsB.The requirement for the company’s shares to be fully paid-up at the time they areissuedC.The name of the companyD.The procedure for changing the company’s articlesTask-2Jan, Fran and Stan pass a shareholder resolution to change the company name to Films-4-Us Ltd at a general meeting convened for that purpose. Which TWO of the following statements are true?A.They had to wait 14 days before the general meeting could be heldB.The meeting had to be called in the name of XYZ LtdC.They had to notify the Registrar of Companies within 21 days of passing theresolutionD. A 75% majority vote was needed for this resolution31.BackgroundKatia has purchased 100 preference shares in ZZZ Ltd, each with a nominal value of gdp100. She does not have ordinary shares or debentures in the comoany. ZZZ Ltd has adopted the model articles of association.Lenny has purchased 100 debentures in ZZZ Ltd, each with a nominal value of gdp100. He does not own any shares in the company.Task-1Which TWO of the following benefits will Katia normally be entitled to?A.The right to vote at general meetings of shareholdersB. A right to receive a fixed dividendC.Repayment before ordinary shareholders on liquidationD.Payment of dividends before debentures’ interestTask-2Which of the following benefits will Lenny NOT be entitled to?A.Payment regardless of financial performanceB. A right to vote at general meeting of shareholdersC. A right to a fixed returnD.Payment of return before shareholders interest32.BackgroundBill, Fazil and Jill are the three directors of a company, Cheer Ltd, which supplies a huge range of products and equipment for parties. Although he has never been appointed as managing director, Bill often makes the day-to-day decisions needed for running Cheer Ltd, since he is most often based in the office. However, Cheer Ltd’s articles of association stipulate that all three directors are needed to constitute a quorum.Fazil is the sales and marketing manager and Jill works as the company secretary.The following contracts have been made in Cheer Ltd’s name.(1)Jill has negotiated a discount in Cheer Ltd’s name on some new office furniture. She pays for this furniture using Cheer Ltd’s bank account and sends the company lorry to collect the furniture, but installs it at her home address(2)It had been agreed by the company to diversify the business into selling party goods. However, when Bill’s negotiations for this new contract failed. Bill took it upon himself to negotiate a supplier of beauty products instead. Jill and Fazil were aware of Bill’s negotiations for the beauty products but did nothing to stop him from placing a large order.Task-1Which TWO of the following types of directors have the power to bind the company into contracts?A.The board of directorsB.De facto directorsC.Non-executive directorsD.Executive directorsTask-2For each of the contract, indicates whether or not Cheer Ltd will be liable.Task-3In relation to directors’ duties, which of the following statements is NOT true?A.Bill has acted outside his powersB.Jill has allowed her interests to conflict with those of the companyC.Jill has failed to promote the success of the companyD.Bill has failed to exercise independent judgment33.BackgroundAmit is employed by STU&Co which is a firm of accountants and the auditors of XYZ plc. As part of his work, he discovers that there is a danger that XYZ plc may become insolvent within a few months.The next day, whilst at the golf club, Amit tells his friends Burton and Chen that XYZ plc made a significant financial loss in the previous year.Subsequently, Burton tells his stockbroker to dispose of all shares in XYZ plc. He also went home and told his wife the details of the conservation. She subsequently told her brother, Fred to sell his shares in XYZ plc.Chen had already spoken to his stockbroker about selling his shares in XYZ plc before going to the golf club. When he gets home he disposes of his shares in XYZ plc via the internet.Task-1In terms of the law relating to insider dealing, are each of the following people insiders?A.BurtonB.FredTask-2Which insider dealing offences have been committed by Amit and Burton?Amit:(1)Dealing Only (2)Disclosure Only (3)Both Dealing and DisclosureBurton:(1)Dealing Only (2)Disclosure Only (3)Both Dealing and DisclosureTask-3Which TWO of the following could be used as defence by Chen if he is prosecuted with offences relating to insider dealing?A.He did not disclose the information to anybody elseB.He did not expect to avoid a loss or make a profitC.The disclosure made by Amit was too vague to act uponD.He would have done the same thing even without the information。
商法案例复习题及答案
商法案例复习题及答案一、单项选择题1. 根据《公司法》规定，有限责任公司的股东会是公司的什么机构？A. 最高权力机构B. 执行机构C. 监督机构D. 决策机构答案：A2. 股份有限公司的股份可以自由转让吗？A. 是的，可以自由转让B. 不可以，必须经过公司同意C. 可以转让，但需在公司内部进行D. 可以转让，但需在证券交易所进行答案：A3. 以下哪项不是公司法定代表人的职责？A. 代表公司签署合同B. 代表公司进行诉讼C. 保管公司印章D. 负责公司的日常清洁工作答案：D二、多项选择题1. 根据《合同法》，以下哪些情形下合同无效？A. 以欺诈手段订立的合同B. 以胁迫手段订立的合同C. 恶意串通损害国家利益的合同D. 违反法律、行政法规的强制性规定的合同答案：ABCD2. 以下哪些属于公司法规定的公司治理结构？A. 股东大会B. 董事会C. 监事会D. 总经理答案：ABC三、判断题1. 公司章程可以规定公司股东的出资方式仅限于货币出资。
（对/错）答案：错2. 公司董事、高级管理人员不得利用职务便利为自己谋取属于公司的商业机会。
（对/错）答案：对四、简答题1. 简述公司合并的法律程序。
答案：公司合并的法律程序包括：合并各方签订合并协议，编制资产负债表及财产清单，召开股东会或股东大会通过合并决议，向工商行政管理部门办理变更登记手续等。
2. 描述公司解散的法定情形。
答案：公司解散的法定情形包括：公司章程规定的营业期限届满或公司章程规定的其他解散事由出现；股东会或股东大会决议解散；因合并或分立需要解散；依法被吊销营业执照、责令关闭或者被撤销；人民法院依照《公司法》的规定予以解散。
五、案例分析题案例：甲公司与乙公司签订了一份买卖合同，约定甲公司向乙公司出售一批货物，乙公司支付货款。
合同履行过程中，甲公司发现乙公司经营状况严重恶化，可能无法支付货款，遂停止供货。
乙公司因此起诉甲公司，要求其继续履行合同并赔偿损失。
20XX年ACCA考试《公司法与商法》冲刺题(2
2016年ACCA考试《公司法与商法》冲刺题(2)
Question: (a) In relation to the English legal system, explain the meaning of:
(i) criminal law; (ii) civil law. (b) Explain the hierarchy of courts dealing with criminal law. Answer: (a) (i) Criminal law relates to conduct which the State considers with disapproval and which it seeks to control. Criminal law involves the enforcement of particular forms of behaviour, and the State, as the representative of society, acts positively to ensure compliance. Thus, criminal cases are brought by the State in the name of the Crown and cases are reported in the form of Regina v … (Regina is simply Latin for ‘queen’ and case references are usually abbreviated to R v ...). In criminal law the prosecutor prosecutes a defendant (or ‘the accused’) and is required to prove that the defendant is guilty beyond reasonable doubt. The Companies Act (CA) 006 sets out many potential criminal offences, which may be committed by either the company itself, or its officers or other individuals. An example of this which may be cited is s.993, which relates to the criminal offence of fraudulent trading and applies to any person, not just directors or members, who is knowingly a party to the carrying on of a business with the intent to defraud creditors. The potential penalty on conviction is imprisonment for a maximum period of 10 years, or a fine or both.
2015年6月ACCA考试《商务分析》真题及详解
2015年6月ACCA考试《商务分析》真题(总分：100，做题时间：180分钟)一、Section A – This ONE question is compulsory and MUST be attempted(总题数：1，分数：50.00)1 Introduction 2Tel is one of the largest mobile network operators in the world. It has grown mainly through significant acquisitionsand it has extensive experience in buying companies and integrating them into the group. 2Tel continually investssubstantial funds in research into network technologies. Like all global mobile network operators, it is constantlylooking for technical opportunities for making its networks quicker, more reliable and, if possible, cheaper to installand maintain. A business opportunity has arisen in The Federated States (TFS) where network operator licences are about to berenewed. 2Tel is currently evaluating this opportunity and is considering either bidding directly for a licence (as 2Tel)or acquiring a current licensee and bidding through this company. 2Tel is interested in entering the highly regulatedmobile network market in TFS, even though most of its acquisitions to date have been in countries where there is littleor no government regulation of the mobile network operators. The Federated States (TFS) The Federated States is a densely populated country with a population of 70 million people. The country hasexperienced five years of economic decline, characterised by high unemployment, falling incomes, and rising personaland government debt. Crime rates are also increasing. A year ago, a new government was elected with a mandate totackle the economic problems of the country. Its priority has been to reduce the national debt and to help achieve thisaim, it has introduced higher taxes and cut welfare benefits. The removal of these welfare benefits provoked civildisturbance and rioting, where shops were looted and burnt and mass demonstrations, usually ending in violence,were held in the streets of major cities. TFS is an increasingly socially fragmented country with vocal minority groups representing a wide range of pressuregroups and communities. It has a comprehensive and complex legal system, presided over by senior judges who werelargely appointed by the previous government. The current government has suggested that many recent judgementsmade by these judges are politically-motivated and are designed to hold back the government’s reforms. Theemployment laws of TFS make it relatively expensive to employ people (there are minimum wages laws) and alsodifficult to dismiss them (employment protection laws). Legal proceedings are often time-consuming and expensive. A report into the riots and demonstrations highlighted the role mobile phones and social networks played in co-ordinating attacks on shops and people. The report acknowledged that such communication devices had long beena widely used tool in organised crime in TFS, but that it had now also become a significant factor in organising massdisobedience. In an effort to prosecute offenders, the government asked mobile phone network operators to give itinformation about text messages and the timing and duration of phone calls which possible offenders had sent andreceived during the period of the riots. The information provided was used as supporting evidence in court, and helpedconvict a number of people. The releasing of this information to the government has proved controversial. The network operators have beencriticised by civil liberties organisations which believe that this is personal, confidential information and, under theterms of the Data Protection Act of TFS, should not have been released without the p erson’s consent. On the otherhand, the government has praised the network operators for their good citizenship and believes thatthe data providedis exempt from the Act as the Act allows data to be exempt if it is used ‘for the detection and prevention of crime’. Aninfluential newspaper, whilst recognising the contribution of the networks to the successful prosecution of offenders,felt that ‘instead of helping catch offenders, the networks, by making their services unavailable might have preventedthe offenc es in the first place’. One of the current network licensees, Z-Tel, is being sued for damages by people whoclaim that their confidential information has been illegally released to the government. The case has yet to bepresented to a court, but lawyers for both sides are confident of success. Licensing arrangements in TFS Communication network licences are granted to mobile network operators for an eight-year period. Licences areallocated to bidding companies on the basis that the companies meet a certain number of criteria. This includesfinancial criteria, such as liquidity and gearing, and environmental criteria. Successive governments of TFS haveenacted environmental regulations and set environmental targets (such as carbon emissions and recycling rates)which all companies operating in TFS have to achieve. Beyond these minimum criteria, the licences are allocated to the highest bidders, the companies which offer the mostmoney for a licence. There are four current licensees and these were the four highest bidders in 2009, the last time that the licences were granted. During the licence period, no new network operators can enter the market. All fourlicensees are of a similar size, although their profitability varies (see Table one). The government is keen to ensurethat no one network provider dominates the market. Table one: Comparative data (2014) for the four licensees The licences are due for renewal in three years’ time. At present, the rules for licence granting are exactly the sameas for the previous licence allocation –four licences given to the four applicants who fulfil the minimum criteria andmake the four highest bids. However, some government ministers are unhappy about this and are lobbying for achange which favours bids from current licensees. The government has already stated that any of the current licenseeswhich fail to be reallocated a licence will be paid a $100m exit fee to help the losing company adjust to the loss ofits licence. This will be paid for by the company which is replacing them, and is in addition to the contract fee paidby the successful bidder to the government. Some government ministers feel this bias towards current licenseesshould go further. One government minister recently suggested that ‘the help provided to us during th e recent riotsshould be acknowledged in some way’. There has also been a suggestion that there should be more than fourlicensees. This would increase competition and would also raise more money for national debt repayments. However,except for introducing an exit fee, the government has not yet officially stated any changes to the rules on licenceallocation. The network operators are monitored by a regulator, Ofnet, appointed by the government. In general, Ofnet has beensupportive of the four current mobile network operators and it has openly praised their attitude and service on anumber of occasions. Ofnet’s primary focus is on pricing, service availability and service transfer. All prices are agreedin a series of meetings between the regulator and the licensees. As a result, the prices set by the four operators arevery similar and are slightly less than the operators would like them to be. The companies, therefore, have to competeon branding, service support and network quality. In many geographical locations, one of the networks often providesa better signal quality and network speed, and indeed poor signal coverage is the most often cited reason forcustomers changing service operators. It is already possible for subscribers to move to a different service provider, butOfnet believes, that this should be made even easier, and so is bringing in regulations to enable this. Licensees whodo not comply with these regulationswill be fined. The licensees are unconvinced of the demand for moving provider.One commente d ‘most subscribers move due to poor network service, and they can already do this! Mobile devices in TFS Despite the economic decline of the last five years, mobile devices are seen as essential to most people within TFS.The demand for mobile devices and the networks which support them has increased dramatically in the last fiveyears.Furthermore, mobile devices are particularly prized by the young, who see having the latest up-to-date technology asan important status symbol. Consequently, the manufacturers of mobile devices continually update the features andfunctionality of their devices. This has had an important effect on the mobile networks. Demand for services hasincreased not only due to an increase in calls, messages and web browsing but also due to the increasing demandwhich improved services place on network availability, bandwidth and speed. Thus the network operators have tocontinually upgrade the technologies and configurations which support their service networks. Most people in TFSrent their phones as part of a contract with the network provider. The minimum contract period is for one year,although many people tie themselves in for longer periods to take advantage of lower prices. Most people upgradetheir phones when they renew their contract, to ensure that they have the device with the latest features. Old phonesare returned by customers to their network provider, who, in turn, sends them back to the original manufacturer. Theenvironmentally-friendly disposal of these mobile phones is a continual problem for the mobile phone manufacturers. Research into the tendering process 2Tel has commissioned research from Professor Tan of Midshire University, an acknowledged expert in probabilistic decision making, into the TFS bidding process. Here are some of his conclusions. He has determined probabilities using a bid price of $550m and the probabilities are based on four licences being available. (1)If the bidding rules are not changed before the next licence allocation, then every bidder has a 0•4 prob ability of being granted a licence if their bid is for $550m. (2)If the bidding rules are changed before the next licence allocation to favour current licence holders, then a current licence holder has a 0•6 probability of being granted a licence if they b id $550m for the licence. A new bidderhas only a 0•2 chance of being allocated a licence if they bid $550m for the licence. These probabilities arebased on research in other countries where bidding is biased towards the current licence holders. (3)It will cost current licence holders $10m to prepare a bid for a licence. New bidders, because of their unfamiliarity with the bid process, will incur a cost of $20m to prepare their bid. 2Tel is particularly interested in acquiring T-Me, the smallest of the current licensees. Their research suggests thatthey can implement efficiency gains which will generate $100m net profit per annum for the final two years of thecurrent contract. This compares with T-Me’s current net profit levels of $80m per year. Further efficiency gains andincreased usage will lead to $120m net profit per year for the eight years of the contract, should the offer for T-Mebe successful. An initial approach to T-Me has suggested that an offer of $400m for T-Me would be accepted. The same net profitability for the contract (eight years at $120m per annum) is also expected if 2Tel decides not toacquire T-Me and is successful in a direct bid for a licence. Before entering any market (or industry), 2Tel commissions an independent briefing paper from a business analystwhich considers both the external environment of that market or industry (the wider macro-environment which themarket or industry works within) and the competitive environment of the market or industry itself (the market orindustry the proposed company will work within). These briefing papers conclude with a brief summary of theopportunities and threats posed by the environment. These briefing papers are used。
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2015ACCA考试公司与商法复习题及答案（2）
Question：
In relation to the law of contract,explain the rules relating to：
(a)acceptance of an offer;
(b)revocation of an offer.
Answer：
This question requires an explanation of the rules relating to the acceptance and revocation of offers in contract law.
(a)Acceptance is necessary for the formation of a contract. Once the offeree has accepted the terms offered, a contract comes into effect. Both parties are bound：the offeror can no longer withdraw their offer, nor can the offeree withdraw their acceptance. The rules relating to acceptance are：
(i)Acceptance must correspond with the terms of the offer. Thus, the offeree must not seek to introduce new contractual terms into their acceptance (Neale v Merrett (1930)).
(ii)A counter-offer does not constitute acceptance (Hyde v Wrench (1840)). Analogously, a conditional acceptance cannot create a contractual relationship (Winn v Bull (1877)).
(iii)Acceptance may be in the form of express words, either oral or written. Alternatively, acceptance may be implied from conduct (Brogden v Metropolitan Railway Co (1877)).
(iv)Generally, acceptance must be communicated to the offeror. Consequently, silence cannot amount to acceptance (Felthouse v Bindley (1863)).
(v)Communication of acceptance is not necessary, however, where the offeror has waived the right to receive communication. Thus in unilateral contracts, such as Carlill v Carbolic Smoke Ball Co (1893), acceptance occurredwhen the offeree performed the required act. Thus, in the Carlill case, Mrs Carlill did not have to inform the Smoke Ball Co that she had used their treatment.
(vi)Where acceptance is communicated through the postal service, then it is complete as soon as the letter, properly addressed and stamped, is posted. The contract is concluded even if the letter subsequently fails to reach the offeror(Adams v Lindsell
(1818)). However, the postal rule will only apply where it is in the contemplation of the parties that the post will be used as the means of acceptance. If the parties have negotiated either face to face, in a shop, for example, or over the telephone, then it might not be reasonable for the offeree to use the post as a means of communicating their acceptance and they would not gain the benefit of the postal rule.
The postal rule applies equally to telegrams (Byrne v Van Tienhoven (1880)). It does not apply, however, when means of instantaneous communication are used (Entores v Miles Far East Corp (1955)).
In order to expressly exclude the operation of the postal rule, the offeror can insist that acceptance is only to be effective on receipt (Holwell Securities v Hughes(1974)). The offeror can also require that acceptance be communicated in a particular manner. Where the offeror does not insist that acceptance can only be made in the stated manner, then acceptance is effective if it is communicated in a way no less advantageous to the offeror (Yates Building Co v J Pulleyn& Sons (1975)).
(b)Revocation is the technical term for the cancellation of an offer and occurs when the offeror withdraws their offer. The rules relating to revocation are：
(i)An offer may be revoked at any time before acceptance. However, once revocation has occurred, it is no longer open to the offeree to accept the original offer (Routledge v Grant (1828)).
(ii)Revocation is not effective until it is actually received by the offeree. This means that the offeror must make sure that the offeree is made aware of the withdrawal of the offer, otherwise it might still be open to the offeree to accept the offer(Byrne v Tienhoven (1880)).
(iii)Communication of revocation may be made through a reliable third party. Where the offeree finds out about the withdrawal of the offer from a reliable third party, the revocation is effective and the offeree can no longer seek to accept the original offer (Dickinson v Dodds (1876)).
(iv)A promise to keep an offer open is only binding where there is a separate contract to that effect. Such an agreement is。