ACCA考试公司法与商法(基础阶段)历年真题精选及详细解析1110-51

ACCA考试F4公司法与商法（Russia）真题2011年6月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Russian legal system:(a) Describe the role and structure of the courts of general jurisdiction. (7 marks)(b) Explain the circumstances that will make it appropriate for a case to be dealt with by the court of arbitration. (3 marks)** relation to means of securing obligations:(a) Define ‘surety’. (2 marks)(b) Explain the rights and responsibilities of a surety. (4 marks)(c) Explain how the responsibilities of a surety are terminated. (4 marks)** relation to employment law:(a) Explain the general reasons for termination of a labour contract under the provisions of the Labour Code. (6 marks)(b) Explain the circumstances under which an employer must dismiss an employee. (4 marks)** relation to voluntary representation:(a) Explain the purposes and effect of a power of attorney. (3 marks)(b) Describe the types of powers of attorney that may be granted and the form they must take. (3 marks)(c) Explain how a power of attorney may be terminated. (4 marks)** relation to capital and financing:(a) Explain the process through which a joint-**pany (company limited by shares) may: (i) increase its share capital. (3 marks) (ii) reduce its share capital. (3 marks)(b) Explain the circumstances under which a shareholder may demand the redemption of shares, and the procedure for redemption. (4 marks)** relation to management and administration:(a) Define a ‘transaction in which there is an interest’ and set out the criteria that determine whether a party is deemed to be an interested party. (6 marks)(b) Explain how a transaction in which there is an interest is approved. (2 marks)(c) Explain the consequences of a violation of the procedures required to approve a transaction in which there is an interest. (2 marks)** relation to company insolvency:(a) Explain the purposes of observation. (2 marks)(b) Explain the observation process and how this affects the operations of **pany while observation is in force. (4 marks)(c) Explain the alternative outcomes once the observation process has been concluded. (4 marks)8.ZAO Learnfast is a publisher of study materials for professional students. It entered into contracts with Anna and Yevgeni under which they would produce study texts, with each text to be divided into 12 chapters of approximately equal length.Shortly after beginning to write her study text, Anna discovered that the work was too demanding. She wrote to ZAO Learnfast explaining this, enclosing drafts of the three chapters she had managed to complete, together with her invoice for one-quarter of the fee.Three months after entering into the contract with Yevgeni, ZAO Learnfast was advised by the relevant professional body that the subject on which Yevgeni was writing his study text would be withdrawn within a year. ZAO Learnfast wrote to Yevgeni explaining that his study text would no longer be required. By this time, Yevgeni had written three chapters of the study text. ZAO Learnfast is prepared to pay Yevgeni one-quarter of the fee specified in the contract.The contracts between ZAO Learnfast and the two writers made no provision for these events.Required:(a) Discuss the consequences of Anna’s withdrawal from her cont ract with ZAO Learnfast. (5 marks)(b) Discuss the consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni.(5 marks)9. Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Oleg’s capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners.In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles.Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business.Required:Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership.(10 marks)10. The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of **pany. **pany has struggled to achieve growth in recent years and Yuri has already demonstrated his ability to revive the economic fortunes of other **panies.Yuri has stated that he is prepared to accept the position subject to several conditions.(i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of **pany without power of attorney, as he argues that **pany must respond rapidly to urgent business needs.(ii) He insists that he must have the authority to take decisions on the **position of the board of directors as well as the capital structure of **pany.(iii) Yuri wants **pany to agree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in **pany.Required:Advise the board of directors of OAO Hopeful in respect of Yuri’s demands. (10 marks)。

2014年6月ACCA《公司法与商法》真题及答案探究一本文由高顿ACCA整理发布，转载请注明出处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.（ii）Civil law, on the other hand, is a form of private law and involves the relationships between individual citizens. It is the legal mechanism through which individuals can assert claims against others and have those rights adjudicated and enforced. The purpose of civil law is to settle disputes between individuals and to provide remedies; it is not concerned with punishment as such. The role of the State in relation to civil law is to establish thegeneral framework of legal rules and to provide the legal institutions to operate those rights, but the activation of the civil law is strictly a matter for the individuals concerned.Contract, tort and property law are generally aspects of civil law.Civil cases are referred to by the names of the parties involved in the dispute, for example, Smith v Jones. In civil law, a claimant sues （or ‘brings a claim against’）a defendant and the degree of proof is on the balance of probabilities. In relation to the CA 006, the duties owed to companies by directors set out in ss.171–177 may be cited as examples of civil liability, and directors in breach are liable to recompense the company for the consequences of their failure to comply with those duties, as is set out in s.178.In distinguishing between criminal and civil actions, it has to be remembered that the same event may give rise to both. For example, where the driver of a car injures someone through their reckless driving, they will be liable to be prosecuted under the Road Traffic legislation, but at the same time, they will also be responsible to the injured party in the civil law relating to the tort of negligence. Similarly, a director may fall foul of both the criminal regulation of fraudulent trading （s.993 CA 006）as well as breaching their duty to the company under one of the provisions of ss.171–177 CA 006.（b）The essential criminal trial cou rts are the magistrates’ courts and Crown Courts. In serious offences, known as indictable offences, the defendant is tried by a judge and jury in a Crown Court. For less serious offences, known as summary offences, the defendant is tried by magistrates; a nd for ‘either way’ offences, the defendant can be tried by magistrates if they agree but the defendant may elect for jury trial.Criminal appeals from the magistrates go to the Crown Court or to the Queen’s Bench Division （QBD）Divisional Court ‘by way of case stated’ on a point of law or that the magistrates went beyond their proper powers.Further appeal is to the Court of Appeal （Criminal Division）and then to the Supreme Court on a significant point of law.更多ACCA资讯请关注高顿ACCA官网：。

ACCAF1考试-会计师与企业（基础阶段）历年真题精选及详细解析1108-931.Which of the following organisations might benefit from a period of high price inflation?A An organisation which has a large number of long-term payablesB An exporter of goods to a country with relatively low inflationC A large retailer with a high level of inventory on display and low rate of inventory turnover答案：A2.Which of the following are the goals of macroeconomic policy?1 Encouraging economic growth2 Low unemployment3 Achievement of a balance between exports and imports4 Achieving zero inflationA 1 and 2B 2 and 3C 2, 3 and 4D 1, 2 and 3答案：D3.Which of the following is an example of cyclical unemployment?A The entry of school leavers into the labour pool each yearB Lay-offs among agricultural labourers in winterC Automation of ticketing services in tourismD Recession in the building industry答案：D4. A surplus on the balance of payments usually refers to a surplus or deficit on the____ account.Which word correctly complete this statement?A CurrentB CapitalC Financial答案：A5.Northland, Southland, Eastland and Westland are four countries of Asia. The following economic statistics have beenproduced for the year 2007.Country Northland Southland Eastland WestlandChange in GDP (%) –0.30 +2.51 –0.55 +2.12Balance of payments current account ($m) +5550.83 –350.47 –150.90 +220.39Change in consumer prices (%) +27.50 +15.37 +2.25 +2.15Change in working population employed (%) –4.76 +3.78 +1.76 –8.76Which country experienced stagflation in the relevant period?A NorthlandB SouthlandC EastlandD Westland答案：A6. __________economic growth is determined by supply-side rather than by demand side factors.Which word correctly completes this statement?A ActualB PotentialC National答案：B。

ACCA考试F4公司法与商法（Scots）真题2011年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Scottish legal system explain the following sources of law:(a) case law; (6 marks)(b) legislation, including delegated legislation. (4 marks)** relation to the contents of a contract explain the following:(a) express terms; (3 marks)(b) implied terms; (3 marks)(c) terms incorporated by reference. (4 marks)3. In relation to the law of negligence, explain the extent of a company au ditor’s duty of care; and to whom any such duty is owed. (10 marks)** the meaning of the following terms with regard to the law of agency, providing specific examples within the context of company law:(a) express authority; (3 marks)(b) implied authority; (3 marks)(c) ostensible/apparent authority. (4 marks)** relation to a company’s shares:(a) explain the following: (i) the statement of capital and initial shareholdings; (4 marks) (ii) the authorised minimum issued capital in a **pany. (1 mark)(b) explain and distinguish between ordinary shares and preference shares. (5 marks)** the context of corporate governance, explain and distinguish between:(a) (i) the chairman of a company’s board of directors; and (3 marks) (ii) a company’s managing director/chief executive. (2 marks)(b) (i) non-executive directors; and (2 marks) (ii) shadow directors. (3 marks)7. In relation to employment law explain the meaning of redundancy and the rules that govern it.(10 marks)8.Ade, a keen pottery collector, saw a notice for an auction of Bede pottery in the January edition of Antiques News. He travelled 300 kilometres to attend the auction in order to bid for a particularly rare example of Bede pottery, specifically mentioned in the lists of items to be auctioned. However, when he got to the auction site he found a notice outside, stating that the auction had been cancelled. Ade went into a nearby antique shop and saw an example of the type of pottery he **e to bid for. The price ticket stated that it was £500, but Ade said he was only willing to pay £350 for it. The shopkeeper, Chip, said he would sell it for £400 and as Ade said he would like time to think about it over lunch, Chip agreed not to sell it before Ade returned.However, when Ade returned to buy the pottery, he found that Chip had already soldit to someone else, who had paid £450 for it.Required:In the context of contract law, advise Ade whether he can take action against:(a) the auctioneers, for the expense of his travel to the auction; and(b) Chip, for not selling the pottery to him.9. Doc, a supplier of building materials, entered into the following transactions:(a) An agreement to sell some goods to a longstanding friend, Ed. The contractual document, however, actually stated that the contract was made with Ed’s company, Ed Ltd. Although the materials were delivered, they have not been paid for and Doc has learned that Ed Ltd has just gone into insolvent liquidation. (4 marks)(b) Doc had employed a salesman, Fitt, whose contract of employment contained a clause preventing him, Fitt, from approaching any of Doc’s clients for a period of two years after he had left Doc’s employment. Doc has found out that, on stopping working for him, Fitt has started working for a company, Gen Ltd, wholly owned by Fitt and his wife, and is approaching contacts he had made while working for Doc. (6 marks)Required:In the context of company law, advise Doc as to the legality and likely outcome of the above situations.Notes:– in (b) th e legality of the restraint of trade clause in Fitt’s contract of employment may be assumed; and–the mark allocation is shown against each of the transactions above.(10 marks)10. Ian is an accountant and one of his clients is Jet, who runs an illegal operation as well as some other legitimate businesses. Jet approached Ian for advice as to how he should deal with the gains he makes from the illegal operation.Ian suggested that, rather than try to use his existing legitimate businesses to disguise the source of the money, Jet should use his legally made money to buy the local football club, Kickers, with the intention of passing his gains from the illegal operation through its acc ounts.Ian’s reasoning was that as there was a lot of cash going through the football club on a weekly basis, and as there appeared to be very little control exercised over the finances of football clubs, it would be easy to mingle the illegal money with th e football club’s legitimate receipts.Jet accepted the proposal, bought the club, appointed Ian as its finance director and together they passed the illegal money through the football club. Lol, the long-term team manager of Kickers, has noticed the increa se in the club’s income, but is concerned that the extra money is going to Jet as the owner, and not being used to finance the club.Required:Analyse the scenario from the perspective of the law relating to money laundering, advising Lol as to the legality of the above situation and what action can be taken against Ian and/or Jet. (10 marks)。

acca公司法与商法ACCA（注册会计师）公司法与商法是在ACCA“基础证书（F1-F3）”的基础上，进一步深化和扩展企业法律知识的一门课程。

公司法与商法研究的是商业法律中的重要主题，包括公司注册，公司治理，股东权益，公司债务和利润分配等方面。

因此，本文将围绕这些主题，介绍ACCA公司法与商法的相关内容。

公司注册公司注册是公司法与商法的重要内容之一，它是指将一家公司纳入法律框架，使其成为一名合法的法律实体。

在这个过程中，公司必须遵守一些法律规定，如成立文件必须包括公司章程等。

此外，公司的注册也需要遵守公司法的规定，包括注册公司的名称、类型、最大股东人数等。

考虑到公司注册的重要性，ACCA公司法与商法课程还会涉及如何申请公司名称注册，如何准备注册文件，以及如何提供合适的股权分配计划等问题。

公司治理公司治理也是ACCA公司法与商法的一个重点。

公司治理是指公司如何被管理和监督的一种模式。

公司治理的目标是确保公司的利益与股东的利益保持一致，并且遵守法律和道德规范。

治理的关键元素包括董事会、股东会和监事会等。

在ACCA公司法与商法中，公司治理也是课程的一个基本点。

ACCA公司法与商法将介绍公司治理的基本概念以及权力与责任的分配等。

此外，该课程还将讨论公司治理的不足，并提出一些改进公司治理结构的方法。

股东权益在ACCA公司法与商法中，股东权益也是一个非常重要的议题。

股东权益指股东拥有的公司所有权和控制权等。

这些权益可能包括股票、投票权和股息等。

ACCA公司法与商法还将探讨股东权益的各种类型和形式、股东权益的行使方式及公司对这些权益的管理方式等。

对于企业来说，掌握这些内容对于扩大公司的股东基础和增加投资回报是非常重要的。

公司债务公司债务也是ACCA公司法与商法中的重要议题之一。

公司债务是指公司向债权人借贷若干资金所负的责任。

一般来说，公司要负责偿还债务，否则将会承受经济损失或者法律责任。

ACCA公司法与商法将介绍公司债务的各种形式，包括长期债务、短期债务及其它形式的债务等。

ACCAF1考试-会计师与企业（基础阶段）历年真题精选及详细解析1109-91.The IASB\'s Conceptual Framework for Financial Reporting gives six qualitative characteristics offinancial information. What are these six characteristics?A Relevance, Faithful representation, Comparability, Verifiabilit, Timeliness and UnderstandabilityB Accuracy, Faithful representation, Comparability, Verifiability, Timeliness and UnderstandabilityC Relevance, Faithful representation, Consistency, Verifiability, Timeliness and UnderstandabilityD Relevance, Comparability, Consistency, Verifiability, Timeliness and Understandability答案：A2. Listed below are some comments on accounting concepts.1 Financial statements always treat the business as a separate entity.2 Materiality means that only items having a physical existence may be recognised as assets.3 Provisions are estimates and therefore can be altered to make the financial results of a business more attractive to investors.Which, if any, of these comments is correct, according to the IASB\'s Conceptual Framework for Financial Reporting?A 1 onlyB 2 onlyC 3 onlyD None of them答案：A3. Listed below are some characteristics of financial information.1 Relevance2 Consistency3 Faithful representation4 AccuracyWhich of these are qualitative characteristics of financial information according to the IASB\'s Conceptual Framework for Financial Reporting?A 1and2onlyB 2 and 4 onlyC 3 and 4 onlyD 1 and 3 only答案：D4. Which ONE of the following statements describes faithful representation, a qualitative characteristic of faithful representation?A Revenue earned must be matched against the expenditure incurred in earning it.B Having information available to decision-makers in time to be capable of influencing their decisions.C The presentation and classification of items in the financial statements should stay the same from one period to the next.D Financial information should be complete, neutral and free from error5. According to the IASB\'s Conceptual Framework for Financial Reporting, which TWO of the following are part of faithful representation?1 It is neutral2 It is relevant3 It is presented fairly4 It is free from material errorA 1and2B 2and3C 1and4D 3and4。

ACCAF1考试-会计师与企业（基础阶段）历年真题精选及详细解析1109-111. A business can make a profit and yet have a reduction in its bank balance. Which ONE of the following might cause this to happen?A The sale of non-current assets at a lossB The charging of depreciation in the statement of profit or lossC The lengthening of the period of credit given to customersD The lengthening of the period of credit taken from suppliers 答案：C2. The profit made by a business in 20X7 was $35, ,400. The proprietor injected new capital of $10,200 during the year and withdrew a monthly salary of $500.If net assets at the end of 20x7 were $95,100, what was the proprietor\'s capital at the beginning of the year?A $50,000B $55, 500C $63,900D $134,700答案：B3. The profit earned by a business in 20X7 was $72 ,500. The proprietor injected new capital of $8,000 during the year and withdrew goods for his private use which had cost $2,200. If net assets at the beginning of 20X7 were $101,700, what were the closing net assets?A $35,000B $39, 400C $168, 400D $180,000答案：D4. A trader\'s net profit for the year may be computed by using which of the following formulae?A Opening capital + drawings -capital introduced -closing capitalB Closing capital + drawings -capital introduced -opening capitalC Opening capital -drawings + capital introduced -closing capitalD Opening capital -drawings -capital introduced -closing capital答案：B5. Which one of the following can the accounting equation can be rewritten as?A Assets + profit - drawings - liabilities = closing capitalB Assets - liabilities - drawings = opening capital + profitC Assets - liabilities - opening capital + drawings = profitD Assets - profit - drawings = closing capital - liabilities答案：C。

2014年12月ACCA《公司法与商法》真题及答案精选Please use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer to each multiple choice question.1 Which of the following involves an offer which may only be accepted by performing an action?A、A collateral contractB、A unilateral contractC、A bilateral contract2 An agency relationship which is made retrospectively is referred to by which of the following terms?A、Agency by estoppelB、Agency by ratificationC、Agency by necessity3 In contract law, the ‘market price rule’ arises in relation to which of the following?A、OfferB 、ConsiderationC、RemotenessD、Mitigation4 In relation to a debenture, which of the following is NOT true?A 、It may be issued at a discountB、Interest on it may be paid from capitalC、It is paid after preference sharesD、It is freely transferable5 Tan writes to Yun stating that he will sell his car to him for ￡10,000. At the same time, Yun writes to Tan stating that he will buy his car for ￡10,000. Which of the following statements applies to this situation?A、There is a binding agreement due to the postal ruleB、There is a collateral contractC、There is neither an agreement nor a contract6 Which of the following statements about contracts of employment is true?A、They can be made either orally or in writingB、They must be made in writingC、They must be evidenced in writing7 Where directors make a false statement of solvency prior to a members’ voluntary liquidation, which of the following have they committed under the relevant legislation?A、A breach of criminal law with criminal penaltiesB、A breach of civil law with criminal penaltiesC、A breach of civil law with civil liabilityD、A breach of both civil and criminal law with liabilities under both8 Which of the following is the consequence when a patient signs a medical consent form before an operation?A、The patient gives up any right of action for any injury sufferedB 、Any action for any injury suffered during the operation is limited to negligenceC 、The level of any potential payment for any injury suffered is reduced9 Where a contract states the sum to be paid in the event of a breach of contract, the stated sum is known as which of the following?A、Unliquidated damagesB、Liquidated damagesC、Specific damagesD、Nominal damages10 Which of the following applies to the concept of enlightened shareholder value?A、It is the price shares can be expected to raise if they were to be soldB、It is the yardstick for assessing the performance of directors’ dutiesC、It is the standard of behaviour expected of shareholders in general meetings11 Which of the following involves a summary dismissal in relation to a contract of employment?A、Both parties agree to end the contract immediately without noticeB、The employee breaks the contract without noticeC、The employer terminates the contract without notice12 What qualification is the company secretary of a private limited company required to have?A、An appropriate legal qualificationB、An appropriate professional qualification such as ACCAC、No qualification13 Statutory redundancy payment is calculated on the basis of which of the following?A、Length of service and pay onlyB、Age and length of service onlyC、Age, length of service and pay14 In relation to wrongful trading, the standard against which the conduct of directors will be assessed is which of the following?A、Purely subjective, depending on the actual skill of the directorB、Purely objective, depending on what is expected of a director in that positionC、A mixture of subjective and objective but only to increase potential liabilityD、A mixture of subjective and objective but only to reduce potential liability15 Which of the following statements as regards an acceptance of an offer‘subject to contract’ is true?A、It binds the offerorB、It binds neither partyC、It binds both parties16 Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?A、The objective standard of a newly qualified driver, lack of experience will be taken into accountB、The objective standard of a competent driver, lack of experience will not be taken into accountC、The subjective standard of actual ability17 Which of the following are ordinary partnerships UNABLE to create in relation to their property?A、MortgagesB、Fixed chargesC、Floating charges18 Which of the following courts deal with civil law matters ONLY?A、The Crown CourtB、The magistrates’ courtC、The county court19 Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo. Which of the following types of consideration has Mia provided?A、Executed considerationB、Executory considerationC、Past consideration20 Which of the following requires court approval before the appointment of an administrator?A、CreditorsB、Holders of floating chargesC、The directors of the companyD、The company itself21 Which of the following is an English court NORMALLY bound to follow?A、An obiter statement of a higher courtB、A ratio of a lower courtC、A ratio of a court at the same levelD、An obiter statement of the Supreme Court22 Which of the following co urts hear appeals from the magistrates’ court?(1) County court(2) Crown Court(3) High CourtA、(1) and (2) onlyB、(2) and (3) onlyC、(1) and (3) onlyD、(1), (2) and (3)23 Which of the following is NOT an automatic consequence of a compulsory winding up order against a public limited company?A、Transfers of shareholdings are suspendedB、Liquidation is deemed to start on the date of the issuing of the orderC、Directors cease to exercise any management powerD、Employees are immediately dismissed24 Which TWO of the following apply to shares of companies whose names end in ‘Ltd’?(1) They may not be issued to non-members(2) They may not be offered to the public(3) They may not be transferred(4) They may not be traded on the stock exchangeA、(1) and (2)B、(2) and (3)C、(1) and (4)D、(2) and (4)25 Which of the following statements regarding the age limits for serving as a director in a public limited company is true?A、Minimum age 16 years and no maximum ageB、Minimum age 21 years and no maximum ageC、Minimum age 21 years and maximum age 75 yearsD、Minimum age 16 years and maximum age 75 years26 Which TWO of the following are private law actions?(1) Those between individuals(2) Those between business organisations(3) Those between individuals and the stateA、(1) and (2)B、(1) and (3)C、(2) and (3)27 In which procedure does a liquidation committee operate?(1) Compulsory liquidation(2) A members’ voluntary liquidation(3) A creditors’ voluntary liquid ation(4) AdministrationA、(1) and (2)B、(2) and (4)C、(1) and (3)D、(3) and (4)28 The category of treasury shares comes into existence under which of the following circumstances?A、They are issued as such by a private companyB、They are issued as such by a public companyC、They are purchased as such by the exchequerD、They are purchased as such by a private or public company29 Which of the following is NOT a source of English law?A、CustomB、EquityC、Public law30 Which of the following are owed a duty of care by auditors when preparing a company’s audit report?A、A potential investor with no current holdingB、An existing shareholder looking to increase their holdingC、A company looking to make a takeover bid for the companyD、The company and the existing shareholders in the company as a body31 In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business. Which of the following will allow the employee to reject the employment offered and claim redundancy?A、The alternative was suitable but the employee reasonably felt that it was not of the same statusB、The alternative was suitable but the employee refused to consider itC、The a lternative was suitable but the employee’s grounds for refusing to accept it were unreasonable32 Which TWO of the following are reasons for dismissal which must be justified as FAIR?(1) Capability or qualifications of the employee(2) Legal prohibitions relating to the employee(3) Refusal of the employee to join a trade union(4) Taking part in unofficall industrial actionA、(1) and (2)B、(1) and (3)C、(2) and (3)D、(2) and (4)33 What type of contract does an employee have?A、A contract for serviceB、A contract of serviceC、A contract for servicesD A contract of services34 Which of the following describes a pre-contractual statement which does NOT form a term of a contract but induces the contract?A、A conditionB、A warrantyC、A representationD、An innominate term35 Which of the following exists as a separate legal entity from its members?A、An ordinary partnershipB、A limited partnershipC、A limited liability partnership36 Which of the following must a private company ALWAYS have?A、SharesB、Limited liabilityC、A company secretaryD、A registration certificate37 A breach of a contractual warranty enables the injured party to do which of the following?A、To sue for damages onlyB、To sue for damages or terminate the contractC、To sue for damages and terminate the contractD、To terminate the contract only38 In relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care?(1) The claimant suffered a financial loss(2) The harm suffered was reasonably foreseeable(3) A relationship of proximity existed between the parties(4) The claimant did not consent to cause the injury sufferedA、(1) and (2)B、(1) and (3)C、(2) and (3)D、(2) and (4)39 In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volenti non fit injuria?A、It removes the requirement to pay damagesB、It reverses the burden of proof as to who can claim damagesC、It increases the level of damagesD It decreases the level of damages40 Which of the following actions is open to a party who has only partly performed work under a contract?A、Quantum meruitB、Action for the priceC、DamagesD、Restitution41 Which of the following is an example of the purposive approach to statutory interpretation?A、The mischief ruleB、The literal ruleC、The golden rule42 Which is the correct minimum period of notice an employee is entitled to after five yea rs’ service?A、One calendar monthB、Five weeksC、Ten weeksD、Five calendar months43 In relation to agency law, ‘warranty of authority’ is provided by which of the following?A、The agentB、The principalC、The third party44 Which of the following correctly applies to the burden of proof in a criminal case?A It must be proved beyond reasonable doubtB、It must be proved on the balance of probabilitiesC、It lies with the prosecutionD、It lies with the defence45 Where a business includes a term in a contract which excludes liability for death and personal injuries through negligence, which of the following states the effect of the term?A、It is invalidB、It is invalid unless it is reasonable in the circumstances of the caseC、It is valid only if specifically brought to the attention of the other partyD、It is valid if it is clearly included in the contract termsAnswer:1 、B3、D4 、C5 、C6、A7、A8 、B9、B10 、B11 、C12 、C13、C14、C15 、B16 、B17 、C18 、C19、A20 、A21 、C22 、B23 、B24 、D26、A27 、C28 、D29 、C30 、D31 、A32 、A33 、B34 、C35 、C36 、D37、A38 、C39、A40、A41 、A42、B43 、A44、C45 、A。

ACCA公司法与商法概述ACCA（特许公认会计师）是全球最具影响力和知名度的会计资格证书之一，被广泛认可为世界各国会计领域的金字招牌。

在ACCA考试科目中，公司法与商法是一个重要的核心科目。

本文将对ACCA公司法与商法进行探讨。

什么是公司法与商法？公司法公司法是对公司设立、运营、执法和解散等方面进行法律规范的一门学科。

在公司法中，关注的核心是公司的法律地位、责任与权力的分配以及企业行为的合法性和合规性等问题。

商法商法是研究商业活动法律规范的学科，主要涉及商业合同、商标专利、公司与商号、股份有限公司、合伙公司、独资企业以及经济法律关系等。

公司法与商法的重要性公司法与商法作为ACCA考试的科目之一，具有重要的理论和实践意义。

在现代商业社会中，任何一家企业都需要遵循公司法与商法的规范，才能够合法、规范地开展经营活动。

掌握公司法与商法的知识，对于保护企业自身权益、防范风险、规避法律风险具有重要意义。

公司法与商法的关系公司法与商法的交叉点公司法与商法之间存在着密切的关系。

公司法是商法的一部分，商法则包含了公司法以外的其他商业活动法律规范。

虽然有所区别，但它们之间相互交叉、相互渗透，形成了一个相对完整的商事法律体系。

公司法与商法的联系公司法与商法都是为了保护商业交易中各方的利益而制定的法律规范。

公司法主要针对的是企业的法律地位和管理运作，而商法则更加广泛地探讨了商业活动中诸多方面的法律规范，如合同、商标、专利、公司治理等。

因此，公司法与商法有着千丝万缕的联系。

公司法与商法的重要内容公司法的重要内容1.公司设立与注册–公司的设立条件与程序–公司的注册与备案2.公司治理–股东权益与责任–公司董事的法律地位与责任–公司章程与内部管理制度等3.公司合并与分立–公司合并与收购的法律规定–公司分立与破产清算的法律程序4.公司治理与责任–公司的利益相关方与社会责任–公司治理中的法律责任与风险防范等商法的重要内容1.商业合同–合同的成立、履行与解除–合同中的纠纷与争议解决2.商标与专利–商标的注册与保护–专利的申请与保护3.公司与商号–公司和商号的注册与管理–商业秘密与商业竞争等4.股份有限公司与合伙公司–股份有限公司的设立与运营–合伙公司的设立与合作关系公司法与商法在实践中的应用公司法与商法作为ACCA考试科目之一，具有重要的理论含义。