F4 CORPORATE AND BUSINESS__LAW(ENGLISH)-25

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.。

会计学专业（ACCA实验班）本科人才培养方案一、专业名称、代码专业名称：会计学ACCA实验班专业代码：110203二、专业培养目标本专业培养德、智、体、美全面发展，适应社会经济发展和满足社会主义市场经济建设需要，基础扎实、知识面宽、业务能力强、综合素质高、富有创新意识和开拓精神，具备会计、审计及经济学、管理学以及法学等方面的知识和能力，具备良好的职业道德，能在国际会计公司、跨国企业、国内大中型会计师事务所、政府审计部门、企事业单位从事审计和相关业务及教学、科研工作的应用型、融通性、具有国际视野的高级审计人才。

三、专业特色与培养要求本专业特色是“ACCA体系”、“双语教学”和“多证书”。

本专业立足于我校国家级重点学科——会计学，依托我校经、法、管、文、史、哲、理、工等学科综合发展优势，充分利用ACCA的国际平台，将ACCA课程科学嵌入我校会计学专业本科全程培养方案，把学生培养成为以审计学专业为核心，具有较宽厚的经济学、法学和管理学相融通的学科背景的高级专门人才。

通过本专业教学计划所规定的学习与训练，学生基本达到以下培养要求：1．熟练掌握现代审计学的基本理论与方法，具备组织和管理大中型单位审计工作的基本技能；2．掌握从事现代审计工作所必须具备的会计、财务、管理、经济、法律等基本知识；3．熟悉与审计工作有关的会计、财务、经济、管理、财政、金融、税收等方面的法律法规；4．了解审计学科的最新研究成果和发展动态，熟悉国际会计、审计惯例；5．具有较强的语言与文字表达能力，以及获取信息和处理信息的能力；普通话达到国家规定的等级标准；6．具有较强的专业判断能力与决策能力，以及分析问题和解决问题的能力；7．具有创新意识和开拓精神，以及团队精神与合作意识；8．具有良好的职业道德、高尚的人格和社会责任感；9．具有较强的组织、管理能力和领导艺术；10．具有较强的计算机应用能力和较高的外语水平。

四、所属学科与主要课程所属学科：会计学主要课程：会计学原理、税法（Taxation，F6）、企业中的会计师（Accountant in Business，F1）、公司与商法（Corporate and Business Law，F4）、管理会计（Management Accounting，F2）、财务会计（Financial Accounting，F3）、财务报告（Financial Reporting，F7）、审计与鉴证（Auditing and Assurance，F8）、财务管理（Financial Management，F9）、业绩管理（Performance Management，F5）、职业会计师（Professional Accountant，P1）、公司报告（Corporate Report，P2 ）、企业分析（Business Analysis，P3）、高级财务管理（Advanced Financial Management，P4）、高级业绩管理（Advanced Performance Management，P5）、会计电算化、会计与审计实验学等。

Corporate and Business Law(LW-ENG) Corporate and Business Law (LW-ENG)Syllabus and study guideSeptember2020to June2021Designed to help with planning study and to provide detailed information on what could be assessed in any examination sessionCorporate and Business Law(LW-ENG) Summary of contentIntroduction1.Intellectual levels2.Learning hours and educational recognition3.The structure of the ACCA Qualification4.Guide to ACCA examination structure anddelivery mode5.Guide to ACCA examination assessmentCorporate and Business Law(LW-ENG)syllabus6.Relational diagram linking Corporate andBusiness Law(LW-ENG)with other exams7.Approach to examining the syllabus8.Introduction to the syllabus9.Main capabilities10.The syllabusCorporate and Business Law(LW-ENG)study guide11.Detailed study guide12.Summary of changes to Corporate andBusiness Law(LW-ENG)Corporate and Business Law(LW-ENG)1.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:Level1:Knowledge andcomprehensionLevel2:Application and analysis Level3:Synthesis and evaluationVery broadly,these intellectual levels relate to the three cognitive levels at which the Applied Knowledge,the Applied Skills and the Strategic Professional exams are assessed.Each subject area in the detailed study guide included in this document is given a1, 2,or3superscript,denoting intellectual level,marked at the end of each relevant learning outcome.This gives an indication of the intellectual depth at which an area could be assessed within the examination. However,while level1broadly equates with Applied Knowledge,level2equates to Applied Skills and level3to Strategic Professional,some lower level skills can continue to be assessed as the student progresses through each 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.2.Learning hours andeducation recognition The 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.In doing so,ACCA aims to ensure that its qualification is recognised and valued by governments, regulatory authorities and employers across all sectors.To this end,ACCA qualification is currently recognised on the education frameworks in several countries.Please refer to your national education framework regulator for further information.Each syllabus is organised into main subject area headings which are further broken down to provide greater detail on each area.Corporate and Business Law(LW-ENG) 3.The structure of ACCA qualificationCorporate and Business Law(LW-ENG)4.Guide to ACCAexamination structureand delivery modeThe structure and delivery mode of examinations varies.Applied KnowledgeThe Applied Knowledge examinations contain100%compulsory questions to encourage candidates to study across the breadth of each syllabus.These are assessed by a two-hour computer based examination.Applied SkillsThe Corporate and Business Law exam is a two-hour computer-based objective test examination for English and Global.For the format and structure of the Corporate and Business Law or Taxation variant exams, refer to the‘Approach to examining the syllabus’in section9of the relevant syllabus and study guide.For the format and structure of the variant exams,refer to the‘Approach to examining the syllabus’section below.The other Applied Skills examinations(PM, TX-UK,FR,AA,and FM)contain a mix of objective and longer type questions with a duration of three hours for100marks.These are assessed by a three hour computer-based exam.Prior to the start of each exam there will be time allocated for students to be informed of the exam instructions.The longer(constructed response)question types used in the Applied Skills exams (excluding Corporate and Business Law) require students to effectively mimic what they do in the workplace.Students will need to use a range of digital skills and demonstrate their ability to use spread sheets and word processing tools in producing their answers,just as they would use these tools in the workplace.These assessment methods allow ACCA to focus on testing students’technical and application skills,rather than,for example,their ability to perform simple calculations.Strategic ProfessionalStrategic Business Leader is ACCA’s case study examination at Strategic Professional and is examined as a closed book exam of four hours,including reading,planning and reflection time which can be used flexibly within the examination.There is no pre-seen information and all exam related material, including case information and exhibits are available within the examination.Strategic Business Leader is an exam based on one main business scenario which involves candidates completing several tasks within which additional material may be introduced. All questions are compulsory and each examination will contain a total of80 technical marks and20Professional Skills marks.The other Strategic Professional exams are all of three hours and15minutes duration. All contain two sections and all questions are compulsory.These exams all contain four professional marks.From March2020,Strategic Professional exams will become available by computer based examination.More detail regarding what is available in your market will be on the ACCA global website.With Applied Knowledge and Applied Skills exams now assessed by computer based exam,ACCA is committed to continuing on its journey to assess all exams within the ACCA Qualification using this delivery mode. The question types used at Strategic Professional again require students to effectively mimic what they would do in the workplace and,with the move to CBE,these exams again offer ACCA the opportunity to focus on the application of knowledge to scenarios,using a range of tools–spread sheets,word processing and presentations-not only enabling students to demonstrate their technical and professional skills but also their use of the technology available to today’s accountants.ACCA encourages students to take time to read questions carefully and to plan answers but once the exam time has started,there are no additional restrictions as to whenCorporate and Business Law(LW-ENG) candidates may start producing theiranswer.Time should be taken to ensure that all theinformation and exam requirements areproperly read and understood.The pass mark for all ACCA Qualificationexaminations is50%.Corporate and Business Law(LW-ENG)5.Guide to ACCAexaminationassessmentACCA reserves the right to examine any learning outcome contained within the study guide.This includes knowledge,techniques, principles,theories,and concepts as specified.For the financial accounting,audit and assurance,law and tax exams except where indicated otherwise,ACCA will publish examinable documents once a year to indicate exactly what regulations and legislation could potentially be assessed within identified examination sessions.For most examinations(not tax),regulations issued or legislation passed on or before 31August annually,will be examinable from 1September of the following year to31 August of the year after that.Please refer to the examinable documents for the exam (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.For UK tax exams,examinations falling within the period1June to31March will generally examine the Finance Act which was passed in the previous year.Therefore, exams falling in the period1June2020to 31March2021will examine the Finance Act 2019and any examinable legislation which is passed outside the Finance Act before31 May2019.In addition,for exams in the period1June 2020to31March2021,all questions will assume that the UK remains in the European Union.For additional guidance on the examinability of specific tax rules and the depth in which they are likely to be examined,reference should be made to the relevant Finance Act article written by the examining team and published on the ACCA website.None of the current or impending devolved taxes for Scotland,Wales,and Northern Ireland is,or will be,examinable.6.Relational diagram linking Corporate and BusinessLaw(LW-ENG)with other examsThis diagram shows links between this exam and other exams preceding or following it. Some exams are directly underpinned by other exams.This diagram indicates where students are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.7.Approach to examining the syllabusThe syllabus is assessed by a two-hour computer-based examination.The examination consists of:Section A-25x2mark objective test questions50%-20x1mark objective test questions20%Section B-5x6mark multi-task questions30%100%All questions are compulsory.8.Introduction to the syllabusThe aim of the syllabus is to develop knowledge and skills in the understanding of the general legal framework,and of specific legal areas relating to business,recognising the need to seek further specialist legal advice where necessary.Corporate and Business Law is divided into eight areas.The syllabus starts with an introduction to the overall English legal system such as the court system and sources of law. It then leads into the area of the law of obligations including contract and tort,which underpin business transactions generally.The syllabus then covers a range of specific legal areas relating to various aspects of business of most concern to finance professionals.These are the law relating to employment and the law relating to companies.These laws 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.9.Main capabilitiesOn successful completion of this exam,candidates should be able to:A Identify the essential elements of the legal system,including the main sources of lawB Recognise and apply the appropriate legal rules relating to the law of obligationsC Explain and apply the law relating to employment relationshipsD Distinguish between alternative forms and constitutions of business 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 fraudulent and criminal behaviour.This diagram illustrates the flows and links between the main capabilities of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Corporate and Business Law(LW-ENG)10.The syllabusA Essential elements of the legalsystemw and the legal system2.Source of lawB The law of obligations1.Formation of contract2.Content of contracts3.Breach of contract and remedies4.The law of torts and professionalnegligenceC Employment law1.Contract of employment2.Dismissal and redundancyD The formation and constitution ofbusiness organisations1.Agency law2.Partnerships3.Corporations and legal personality4.The formation and constitution of acompanyE Capital and the financing ofcompanies1.Share capital2.Loan capital3.Capital maintenance and dividend lawF Management,administration and theregulation of companiespany directors2.Other company officerspany meetings and resolutionsG Insolvency law1.Insolvency and administrationH Corporate fraudulent and criminalbehaviour1.Fraudulent and criminal behaviourCorporate and Business Law(LW-ENG)11.Detailed study guideA Essential elements of thelegal systemw and the legal systema)Define law and distinguish types of law.[1]b)Explain the structure and operation ofthe courts.[1]2.Sources of lawa)Explain what is meant by case law andprecedent.[1]b)Explain legislation and evaluatedelegated legislation.[1]c)Illustrate the rules and presumptionsused by the courts in interpretingstatutes.[1]d)Identify the concept and impact ofhuman rights law.[1]B The law of obligations1.Formation of contracta)Analyse the nature of a simplecontract.[2]b)Explain the meaning of an offer anddistinguish it from an invitation to treat.[2]c)Explain the termination of an offer.[2]d)Explain the meaning and consequenceof acceptance.[2]e)Explain the need for consideration.[2]f)Explain adequacy and sufficiency ofconsideration.[2]g)Analyse the doctrine of privity.[2]h)Distinguish the presumptions relating tointention to create legal relations.[2]2.Content of contractsa)Distinguish terms from mererepresentations.[1]b)Define the various contractual terms.[1]c)Explain the control over terms inconsumer contracts and the operation of exclusion clauses in non-consumercontracts.[2]3.Breach of contract and remediesa)Explain the ways in which a contractmay be discharged.[2]b)Explain the meaning and effect ofbreach of contract,and the remediesavailable in common law.[2]c)Explain the rules relating to the award ofdamages.[2]d)Analyse the equitable remedies forbreach of contract.[2]4.The law of torts and professionalnegligencea)Explain the meaning of tort.[2]b)Explain the tort of‘passing off’.[2]c)Explain the tort of negligence includingthe duty of care and its breach,and theconcept of vicarious liability.[2]d)Explain the meaning of causality andremoteness of damage.[2]e)Discuss defences to actions innegligence.[2]f)Explain and analyse the duty of care ofaccountants and auditors.[2]C Employment law1.Contract of employmenta)Distinguish between employees and theself-employed.[2]Corporate and Business Law(LW-ENG)b)Explain the nature of the contract ofemployment and common law andstatutory duties placed on the employerand employee.[2]2.Dismissal and redundancya)Explain termination of employment bynotice.[2]b)Distinguish between summary andconstructive dismissal.[2]c)Explain wrongful dismissal.[2]d)Explain unfair dismissal,including theprocedure,and fair and unfair reasonsfor dismissal.[2]e)Discuss the remedies available to thosewho have been subject to unfairdismissal.[2]f)Explain what is meant by redundancyand the operation of the rules relating to it.[2]D The formation andconstitution of businessorganisations1.Agency lawa)Define the role of the agent and giveexamples of such relationships payingparticular regard to partners andcompany directors.[2]b)Explain the formation of the agencyrelationship.[2]c)Define the authority of the agent.[2]d)Explain the potential liability of bothprincipal and agent.[2]2.Partnershipsa)Demonstrate a knowledge of thelegislation governing the partnership,both unlimited and limited.[1]b)Discuss the formation of a partnership.[2]c)Explain the authority of partners inrelation to partnership activity.[2]d)Analyse the liability of various partnersfor partnership debts.[2]e)Explain the termination of a partnership,and partners’subsequent rights andliabilities.[2]3.Corporations and legal personalitya)Distinguish between sole traders,partnerships and companies.[1]b)Explain the meaning and effect of limitedliability.[1]c)Analyse different types of companies,especially private and publiccompanies.[1]d)Illustrate the effect of separatepersonality and the veil ofincorporation.[1]e)Recognise instances where separatepersonality will be ignored(lifting the veilof incorporation.[1]4.The formation and constitution of acompanya)Explain the role and duties of companypromoters,and the breach of thoseduties and remedies available to thecompany.[2]b)Explain the meaning of,and the rulesrelating to,pre-incorporation contracts.[2] c)Describe the procedure for registeringcompanies,both public and private,including the system of streamlinedcompany registration.[1]d)Describe the statutory books,records andreturns,including the confirmationstatement and the register of people withsignificant control,that companies mustkeep or make.[1]e)Analyse the effect of a company’sconstitutional documents.[2]Corporate and Business Law(LW-ENG)f)Describe the contents of model articles ofassociation.[1]g)Explain how articles of association can bechanged.[2]h)Explain the controls 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 treasuryshares,and the procedure for alteringclass rights.[2]c)Explain allotment of shares,anddistinguish between rights issue andbonus issue of shares.[2]d)Examine the effect of issuing shares ateither a discount,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 sharecapital,and explain the different rightsheld by shareholders and debentureholders.[2]d)Explain the concept of a companycharge and distinguish between fixedand floating charges.[2]e)Describe the need and the procedure forregistering company charges.[2]3.Capit al maintenance and dividend lawa)Explain the doctrine of capitalmaintenance and capital reduction.[2]b)Explain the rules governing thedistribution of dividends in both privateand public companies.[2]F Management,administrationand the regulation ofcompaniespany directorsa)Explain the role of directors in theoperation of a company,and thedifferent types of directors,such asexecutive/non-executive directors or dejure and de facto directors,and shadowdirectors.[2]b)Discuss the ways in which directors areappointed,can lose their office and thedisqualification of directors.[2]c)Distinguish between the powers of theboard of directors,the managingdirector/chief executive and individualdirectors to bind their company.[2]d)Explain the duties that directors owe totheir companies,and the controlsimposed by statute over dealingsbetween directors and their companies,including loans.[2]2.Other company officersa)Discuss the appointment procedurerelating to,and the duties and powers of,a company secretary.[2]b)Discuss the appointment procedurerelating to,and the duties and rights of a company auditor,and their subsequentremoval or resignation.[2]pany 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]Corporate and Business Law(LW-ENG)G Insolvency law1.Insolvency and administrationa)Explain the meaning of and procedureinvolved in voluntary liquidation,including members’and creditors’voluntary liquidation.[2]b)Explain the meaning of,the grounds for,and the procedure involved incompulsory liquidation.[2]c)Explain the order in which companydebts will be paid off on liquidation.[2] d)Explain administration as a generalalternative to liquidation.[2]e)Explain the way in which of anadministrator may be appointed,theeffects of such appointment,and thepowers and duties an administrator.[2] H Corporate Fraudulent andCriminal behaviour1.Fraudulent and criminal behavioura)Recognise the nature and legal controlover insider dealing.[2]b)Recognise the nature and legal controlover market abuse.[2]c)Recognise the nature and legal controlover money laundering including thefollowing policies,procedures andcontrols:i)risk management practices:ii)internal controls:iii)customer due diligence:iv)reliance and record keeping;v)the monitoring and management of compliance with,and the internalcommunication of,such policies,controls and procedures[2]d)Recognise the nature and legal controlover bribery.[2]e)Discuss potential criminal activity in theoperation,management and liquidationof companies,including the failure toprevent the facilitation of tax evasion and the meaning of relevant body.[2]f)Recognise the nature and legal controlover fraudulent and wrongful trading.[2]Corporate and Business Law(LW-ENG)12.Summary of changes to Corporate and Business Law(LW-ENG)ACCA periodically reviews its qualification syllabuses so that they fully meet the needs of stakeholders such as employers,students,regulatory and advisory bodies and learning providers.There have been no additions to,or deletions from,the syllabus.。

法律术语英语词汇draft 法案,草案Government bill 政府议案to pass a bill, to carry a bill 通过议案to enact a law, to promulgate a law 颁布法律ratification, confirmation 批准law enforcement 法律的实施to come into force 生效decree 法令clause 条款minutes 备忘录report 判例汇编codification 法律汇编legislation 立法legislator 立法者jurist 法学家jurisprudence 法学legitimation 合法化legality, lawfulness 法制,合法legal, lawful 合法的,依法的to contravene a law, to infringe a law, to break a law 违法outlaw, outside the law 超出法律范围的offender 罪犯to abolish 废止,取消rescission, annulment 废除,取消repeal, revocation, annulment 废除(法律) cancellation, annulment, invalidation 废除(合同) cancellation (支票)作废annulment 撤消(遗嘱)repeal rescission 撤消(判决)revocation 撤消immunity 豁免,豁免权〖第一范文网整理该文章，版权归原作者、原出处所有。

〗disability, legal incapacity 无资格nonretroactive character 不溯既往性prescription 剥夺公权attainder 公民权利的剥夺和财产的没收constitutional law 宪法canon law 教会法规common law 习惯法criminal law 刑法administrative law 行政法civil law 民法commercial law, mercantile law 商法law of nations 万国公法,国际法international law 国际法natural law 自然法labour laws 劳工法fiscal law 财政法Civil Suit Law, Code of civil law 民事诉讼法Criminal Law 刑事诉讼法Military Law 军法Conscript Law 兵役法Copyright Law 著作权法penal code 刑法典code of mercantile law 商法典civil rights 民事权利,公民权利right of asylum 避难权human rights, rights of man 人权(customs) duties 关税death duty, death tax 遗产税royalties 版税action of debt 债务诉讼acquit 无罪adjourn 暂时停止执行administrative decision 行政判决结果ad damnum 主张一定数额的赔偿金adverse judgement 不利的判决affidavit 传票送达人所写的切结书affirm 确定原判决affirm defence 积极的抗辩agency stage 行政机关的裁决agency hearing 听证会allegation 主张的事实american law 美国法an ex parte hearing 一方当事人到庭说明an adversary hearing 双方当事人到庭辩论answer 答辩状appellate jurisdiction 上诉管辖权appeal 上诉appellant 上诉人appellee 被上诉人appropriate 永久占有arrest the judgement 暂时终止法院判决结果arraignment 刑事案件法官与当事人之间安排案件的程序assigned counsel 公设辩护人assumpsit 承诺履行bailment 寄托制度bail 保释beyond the reasonable doubt 超越合理的怀疑bill of Middlesex 早期诉讼当事人向国王秘书处申请的令状，同意发给后才能到国王法院进行诉讼bailliff 法庭内的法警bias 偏见bench of conference 到法官室或法官面前进行会议bond 提供担保burden of proof 举证责任case law 案例法cause of action 起诉理由chancellor 衡平法官chancery division 衡平法庭circuit court 巡回法院civil law 大陆法civil right act 人权法案civil procedure 民事诉讼法clerk 书记官closing argument 诉讼结论co－defedant 共同被告common law 普通法、习惯法、一致法、共同法compurgation 宣誓采证法compurgatory 宣誓采证法中的证人complaint 起诉状concurrent jurisdiction 竞合管辖权consideration 约因consortium 婚姻生活权；配偶权；亲权contempt of court 藐视法庭罪contract under seal 封印契约contributory negligence 加工过失corpus juris secundum 美国法律百科全书counterclaim 反诉court of common pleas 民诉法院court of king's bench 王室法院court of exchequer 财务法院court of exchequer chamber 财务上诉法院country court 乡镇法院court of common bench 民诉法院court of chancery 衡平法院court of justice of the peace 地方治安法院court of probate 遗嘱继承法院court of divorce 婚姻法院court of appeal in chancery 衡平上诉法院court of crown cases reserved 皇室上诉法院court of assize 巡回法院court of outside the united kingdom 英国境外各法院court of first instance 第一审法院court of second instance 第二审法院court of the international trade 国际贸易法院court of appeals for the federal circuit 联邦巡回上诉法院covenant 封印契约赔偿令状cross claim 被告间诉讼cross examnation 复向对方提出之证人curia regis 国王的法院damages 损害赔偿debt 返还确定金钱的令状decree 衡平法院作成的判决deductive reasoning 演绎法default judgement 一造判决defendant 被告defendant in error 被上诉人demurrer 驳回deposition 诘问内容作成的笔录detinue 非法留置的动产回复令状dialectical reasoning 论理（辩证）方法direct examination 诘问自己提出辩证direct verdict 法官指示陪审团作出直接判决discovery process 发现程序dismiss 驳回dissenting opinion 不同意见书district court 地方法院diversity jurisdiction 多元管辖权docket 案件登陆dual system 双轨并行制度due process 正当程序ejectment 不动产侵害令状en banc 法院全体法官共同审理equatible right衡平上的权利equatible defence 衡平抗辩estate 遗产ex post facto 溯及既往expert witness 专家证人express mention 明示其一排除其他原则expressio unius est exclusio alterius 明示其一排除其他原则exclusive jurisdiction 排他的管辖权exclusionary rule 证据排除法则eyre system 巡回制度felony 重罪foreman of jury 陪审团主席forms of action 严格的诉讼形式forum 法院fountain of all justices 正义的源泉freehould interest in land 对土地有完全权利者general assumpsit 不当得利令状general jurisdiction 一般管辖权geografhic jurisdiction 地域管辖权grand jury 大陪审团habeas corpus 人身保护令状hearsay evidence 传闻证据high court of justice 高级法院holding 法院判决house of lords 上议院house of commons 下议院hearing 听证会impeach 质疑证人的可信度impleader 第三人诉讼implied promise 默示承诺in personam jurisdiction 对人诉讼independent source rules 独立咨询取得的证据indictment 起诉inductive reasoning 归纳法inevitable discovery rule 当然发现原则inferior court 美国联邦法院第一级法院统称小法院information 检察官的起诉状in good faith 诚信善意原则injunction 禁止命令instruction 法官向陪审团作指示interlocutory appeal 中间上诉intermediate appellate court 中间上诉法院inerrogatory 诘问的问题issues 争点joint and several liability 连带赔偿责任judicial act 司法法案judicial committee of the privy council 枢密院司法委员会judgement on the verdict 确定原判决judgement notwithstanding the verdict 自行判决jurisdiction over the subjuct matter 对物诉讼jury 陪审团juvenile court 青少年法院judgement 法官作成的判决king's bench division 王室法庭king's council国王的咨询会议民商法学与经济法学专业词汇〖文字大小：大中小〗〖打印〗〖收藏到：QQ 百度雅虎〗〖关闭〗元宵短信元宵彩信民商法学与经济法学专业词汇Civil Laws, Commercial Laws and Economic Laws按照出资比例：in proportion to one’s respective contributions to the investment办理注销登记：cancel the registration被代理人：the principal被侵权人the infringed本人名义：in one’s name标的subject matter补偿制度compensation system不动产登记制Lot and Block System财产法property law财产的添附accretion of property; property accession财产抵押权property mortgage财产继承权：the right of inheritance财产关系和人身关系：property relationships and personal relationships财产管理人property administrator; custodian of property财产混同confusion; hotchpot财产留置权encumbrance采用书面形式：in writing仓单warehouse voucher草签合同initial a contract; sign a referendum contract; ad referendum contract长期合同long-term contract偿付能力solvency capability of reimbursement超越代理权：beyond the scope of one’s power of agency撤消合同cancellation of contract撤销合同cancel a contract; rescind a contract; avoid a contract撤销权right of rescission; right of revocation 撤销要约revocation of offer; revoke an offer撤销遗赠cancellation o will; revocationi of will承运人actual fault of the carrier承运人的留置权carrier’s lien诚信原则principle of good faith诚实信用原则：principle honesty and credibility; principle of honestry and good faith; good faith principle ; bona fide principle船舶承租人charterer船舶抵押权right of mortgage with respect to a ship; mortage of the ship; ship mortgage船舶抵押权的设定establishment of mortgage of the ship船舶抵押的消灭extinguishments of the mortgage of the ship船舶抵押权登记registration of ship mortgage船舶留置权possessory lien; lien of ship村民委员会：the village committee惩罚性的损害赔偿punitive damages乘人之危：take advantage of one’s unfavorable position处分财产dispose of properties处分权act of disposition处分原则principle of disposition代理民事活动：be represented in civil activities by 代理权终止：the expiration of one’s power of agency单独承担的责任undivided responsibility单方法律行为unilateral obligation单方行政行为unilateral administrative act等价有偿：making compensation for equal value 对等原则principle of reciprocity对价consideration对抗措施counter measure对人权right in personam; personal right对世权real right; right in rem恶意串通：conspire maliciously恶意行为ill will mala fides法人judicial person; legal body法人的权利能力legal capacity of juristic person 法人的责任能力capacity for responsibility of juristic person法人权限corporate power法人人格corporate personality法人身份status of a legal person法人团体corporation法人资格corporate capacity法人组织章程：the articles of association of the legal person负共同连带责任liable jointly and severally负全部责任bear all responsibilities; in all charge 负有解释的义务accountable负有连带义务的每个债务人：each of the joint debtors附带的条件incident附带要求contingent claim附带原因contributory cause; inherent cause附条件的民事法律行为：conditional civil juristic acts附条件的权利conditional right赋予权力entitle个体工商户：individual businesses个人合伙：individual partnership各尽所能，按劳分配from each according to his ability, to each according to his needs给付定金：leave a deposit with the other party工商行政管理机关：the administrative agency for industry and commerce公民基本义务fundamental duties of citizens合同contract合同法contract law合同副本copies of the contract合同规定contract provisions/stipulations合同履行地法lex loci contractus合同期限contract period (or contract term)合同条款contract terms (or contract clause) 合同有效期contract life合同正本originals of the contract合伙人：partners合议制collegial system核准登记的经营范围：within the range approved and registered恢复原状recovery of original state; restitution; restoration of he original conditions; retitutio in integrum集体所有制企业：an enterprise under collective ownership技术合同纠纷案件controversy over a technology contract监护人：guardian经主管机关核准登记：approved and registered by the competent authority居民委员会：the neighborhood committee履行监护职责：fulfill duty of guardianship埋藏物、隐藏物：buried or concealed object买卖、出租、抵押、转让：be sold, leased, mortgaged or transferred农村承包经营户：leaseholding farm households平等主体：civil subjects with equal status企业法人被撤销：the dissolution of an enterprise as legal person企业法人分立、合并：the division and merger of an enterprise as legal person企业法人解散：disbanding of an enterprise as legal person契约自由liberty of contract取得不当得利：profits acquired improperly and without a lawful basis取得法人资格：be qualified as a legal person全民所有制企业：an enterprise owned by the whole people让与alien; alienate; assign; cede让与的利益benefit of cession让与权benefit of cessioni设定义务的规则rule of imposing duty设立、变更、终止民事关系：establish, change or terminate civil relationship所有权ownership书面合同 a written contract双倍返还定金：repay the deposit in double双方法律行为bilateral legal transaction擅自变更或者解除（民事法律行为）：alter or rescind one’s act arbitrarily他物权right over the property of another提供一定的财产作为抵押物：offer a specific property as a pledge违反合同breach of contract委托代理：entrusted agency委托代理人：an entrusted agent无过错责任liability without negligence无民事行为能力人：a person having no capacity for civil conduct无因管理：act as manager or provide services in order to protect another person’s interests when he is not legally or contractually obligated to do so 下落不明one’s whereabouts have been unknown限制民事行为能力人：a person with limited capacity for civil conduct享有连带权利的每个债权人：each of the joint creditors行使代理权：exercise the power of agency宣告为无（限制）民事行为能力人：declare …to be a person to be without or with limited capacity for civil conduct遗失物、漂流物：lost-and-found objects, flotsam以抵押物折价或者以变卖抵押物的价款优先得到偿还：to keep the pledge to offset the debt or have priority in satisfying his claim out of the proceeds from the sale of the pledge以合法形式掩盖非法目的：perform under the guise of legitimate acts which conceal illegitimate purposes以欺诈、胁迫的手段：as a result of cheating or coercion 意思表示show one’s intention意思表示真实：the intention expressed is genuine优先购买的权利：a right of pre-emption优先权priority, preemptive right有过错的一方：the erring party有连带责任的conjunctly and severally有权向债务人追偿：have the right to claim repayment from the debto造成财产损失：cause any property loss责任能力capacity for responsibility责任年龄capacity of responsibility; year of discretion债的标的object of obligation债的发生creation of obligation债的消灭extinction of obligation占有人有权留置该财产：the possessor shall have a lien on the property指定代理：appointed agency执行合同carry out a contract, execute/implement/fulfill/perform a contract主要办事机构：the main administrative office追偿：claim compensation from住所：domicile法律专业词汇（法理、法制史、宪法学）Jurisprudence, History of Legal Systems and Constitution按照法律规定according to law按照确定的份额分享权力：be entitled to rights in proportion to his proper share of the credit按照确定的份额分担义务：assume obligations in proportion to his proper share of the debt案例教学法case system案例汇编case book; case report; law report柏拉图Plato《保护人权与基本自由公约》(1950) Convention for the Protection of Human Rights andFundamental Freedoms, 1950（罗）被视为be deemed as被宣布为非法be outlawed; be declared illegal比较法comparative law比较法学comparative jurisprudence比较法学派school of comparative jurisprudence 比较法制史comparative legal history比较分析法method of comparative analysis比较刑法comparative penal law比较刑法学comparative penal jurisprudence必然因果关系positive causal relationship边缘法学borderline jurisprudence变通办法adaptation; accommodation补充规定supplementary provision补救办法remedial measures不成文法unwritten law不成文宪法unwritten constitution不动产所在地法律law of the place where the real property is situated; lex loci rei immobilisci不可分割的权利impartible right不可抗力force majuere不可侵犯性inviolability不可让与性inalienability不履行法律义务non-performance of obligation不要式行为informal act不要因的法律行为non-causal juristic act不因实效而丧失的权利imprescriptible right不作为abstain from an act; act of omission部门法department law部门规章regulation参照consult参照具体情况in the light of actual conditions参照原文consult the original查士丁尼法典Code Justinian; Codex Justinianus 查士丁尼法规汇编Authenticum超出法律范围的outside of law超出法律权限的extralegal 超过权限exceed authority; beyond jurisdiction成文法written law成文宪法written constitution冲突法conflict of laws; rules of conflict冲突规则conflict rule; rule of conflict除（本法）另有规定外except for otherwise stipulated (by this law)除外条款provisory clause除外责任条款exclusion clause触犯公共利益encroach on the public interests触犯国际利益go against the state’s interests触犯人民利益encroach on the interests of the people; go against the people’s interests传统法律观念traditional ideas of law纯粹法学pure theory of law次要法规by law次要规则secondary rule从宽解释原则doctrine of liberal construction从权利accessory right达到法定年龄come of age大法the fundamental law大法官Lord High Chancellor大法官法院Court of Chancery大陆法系Continental Legal System大律师barrister《大明律》Criminal Law of the Ming Dynasty （中）大陪审团grand jury《大清律例》the Criminal Laws of the Qing Dynasty (中)《大宪章》(1215) Great Charter, 1215(英)单行法规specific regulations单一法律体系unitary legal system单一制政府unitary government但书proviso当代法学动向current trend of jurisprudence当然解释natural interpretation党纪国法party discipline and the law of the country道德规范norm of morality道德义务moral obligation《德国民法典》German Civil code德拉古Draco地方各级人民代表大会local people’s congresses at different levels地方各级人民法院local people’s courts at different levels地方各级人民检察院local people’s procuratorates at different levels地方各级人民政府local people’s governments at different levels第二读second reading第三读third reading二元论the dualistic theory二元君主立宪制dual constitutional monarchy system二元论the dualistic theory二元论者dualist二元制bicameral system法的本质the nature of law法的变化changes of law法的定义definition of law法的发展development of law法的分类divisions of law法的概念concepts of law法的规范作用normalized usage of law法的继承succession of law法律的理想ideal of law法律的权威authority of law法律的失效lapse of law法律的实施administration of law; law enforcement法律的适用application of law法律的统一unification of law 法律的推定presumption of law法律的推理analogy of law法律的完整性integrity of law法律的效力范围force’s scale of law法律的效力形式force’s form of law法律的修改alteration of law法律的演进evolutin of law法律的原理principle of law法律地位平等equal in legal status法律对人的效力personal act of law编纂法律方法legal methodology法律分类classification of law法律赋予权力authority conferred by law法律改革law reform法律概念legal concept法律根据legal basis法律工作者legal professional法律关系legal relation法律关系的运行process of legal relation法律关系客体object of legal relation法律关系主体subject of legal relation法律规定provisions of law法律规范norm of law法律规范的逻辑结构logical structure of legal rule法律规则体系system of legal rules法律含义intendment of law法律另有规定：otherwise stipulated by law法律现象legal phenomenon法律研究legal research法律要件legal requirement法律依据legal basis法律意见legal advice法律意见书legal opinion法律意识law-consciousness法律意义legal sense法律用语legal language法律与正义先验论 a prior theory of law andjustice法律渊源source of law法律原本注释gloss法律原理legal doctrines法律原则principle of legality法律援助legal aid法律约束legal binding; legal restraint法律责任legal responsibility法律责任的道义基础moral basic of legal obligation法律责任的归结imputaton of legal responsibility 法律责任的认定determination of legal responsibility法律责任的执行enforcement of legal responsibility法律责任客体object of legal responsibility法律责任主体subject of legal responsibility法律哲学philosophy of law; philosophie du droit （法）；philosophia juris法律政策policy of the law法律职业道德legal ethics法律指导legal counsel法律制裁legal sanction法律制度regime of law; legal system法律秩序legal order法律主体资格capacity as a subject of law法律主张proposition of law法律属地原则territoriality of laws法律著述legal literature法律专家legal expert法律专业legal profession法律专著和教科书legal treatise and textbook法律咨询legal advice法律尊严legal sanctity法盲legal illiterates法权right法社会学sociology of law 汉英法律专业词汇（法理、法制史、宪法学）Jurisprudence, History of Legal Systems and Constitution法系legal system法协会law society法学jurisprudence法学博士doctor of jurisprudence法学导论leading principles of law法学的范畴体系the system of categories of jurisprudence法学的范畴意识the consciousness of category of jurisprudence法学的基石范畴fundamental categories of jurisprudence法学方法method of jurisprudence法学方法论methodology of jurisprudence法学会law society法学教科书law textbooks法学理论theory of law; legal theory法学权威an academic authority in law法学士bachelor of law法学体系system of jurisprudence法学通论first principles of law法学院faculty of law; law school法医forensic medicine法医学forensic medicine法院court法院调查judicial investigation法院管辖权competence of court法院管辖以外的extrajudicial法院判决court decision法院系统court structure法院组织法judicature act法则articles法哲学philosophy of law法制legal institution法制传统tradition of law system法制的精神spirit of legality法制的尊严dignity of the legal system法制观念legal concept法制观念淡薄very weak in the understanding of law法制教育legal education; education of legal system法制史legal history; history of legal system法治rule of law法治的机制the mechanism of rule of law法治的要素the element of rule of law非实质的immaterial非营利的non-profit非约束性条款permissive provision废止法律annulment of law分别管辖权separate jurisdiction分别财产制separation of property regime分别规定separate provision分担责任share the responsibility分工负责，互相配合，互相制约divide responsibility for their own work; coordinate their efforts and check each other分工负责制division of labor responsibility system分级管理different levels holding different responsibilities分配制度distribution system分析法理学analytical jurisprudence否决权power veto; veto power否认事实denial of facts服从法律amenable to law; subject to the law服从判决accept a judgment符合程序be in order符合法律be in conformity with law符合宪法constitutionality符合宪法的法律constitutional law符合原则be in conformity with the principle盖尤斯Gaius 概括裁定general verdict概括继承general succession干扰司法公正interference with course of justice 刚性条款entrenched clause刚性宪法rigid constitution岗位责任制post responsibility system高等法院high court; high court of justice高度集中highly centralize高度民主high level of democracy高度自治权high degree of autonomy高级法官senior judge高级法院superior court高级人民法院Higher People’s Court高级人民检察院Higher People’s Procuratortate 搁置set aside; abeyance格式条款clause of style公认的行为准则established standard of conduct规避法律in fraud of law规避义务evade obligations规范的法律规则normative rule of law规范法学normative jurisprudence规范性法律文件normalizative document of law规范性法律文件的规范化normalization of normative legal document国际法international law国际法学international jurisprudence过错方tort-feasor; wrongdoer过错推定原则doctrine of presumption过错责任liability for wrongs; tort liability海事法院court of admiralty《汉穆拉比法典》Code of Hammurabi合并条款consolidation of provisions合法的个人财产legal personal property合法地位legal status合法权益the lawful rights and interests合法行为lawful acts; legality of purpose合宪性constitutionality衡平法equity衡平法规则rule of equity衡平法学equity jurisprudence衡平法院Court of Chancery (美)；Court of Equity （英）后法取代前法 A later statute takes away the effect of a prior one.后法优于前法lex posterior derogat priori户籍所在地：the place where his residence is registered互为因果reciprocal causation基本法fundamental law基本法律规范basic norm of law基本方针basic policies基本权利和义务basic rights and duties基本司法概念和假设basic legal conception and assumption技术性法规technical legal rule家庭法family law建立法律关系create legal relations教会法canon law《教会法大全》Corpus Juris Canonici教会法学家decretalists解释法律的技术规则technical rule of interpretation解释权power of interpretation近因immediate cause禁治产人imbecile; interdicted person经常居住地：habitual residence经法律确认的ascertained by law经法律许可authorized by law经验法学scholastic theories of law纠问式审判trial by inspection or examination具有法律约束力的文件legally binding instrument 具有同等效力的with equal authenticity具有约束力的判例binding precedent绝对衡平法absolute equity 君主立宪制度constitutional monarchy开罗会议Cairo Conference凯恩斯主义keynesianism可撤销的法律行为revocable juristic act可让与性alienability可用法律强制执行的enforceable at law可预见的foreseeable可直接适用的法律directly applicable law可追溯的retrospective客观条件objective condition客观因素objective factor客体object扩充解释amplified interpretation理论法理学派theoretical jurisprudence school理性决定说theory of rational decision理性认识conceptual knowledge历史法学historical jurisprudence历史法学派historical school of law历史解释historical interpretation立法机构legislative body立法权law-making power; legislative power 立法委任权legislation mandate立法效力legislative effect立法议案bills立法者law-maker; legislator立宪constitutionalism利益冲突conflict of interests利害关系人interested person连带法律关系joint legal relations连带责任joint and several obligation论理解释logical interpretation罗马法Roman Law; Jus Romanum罗马法系Roman-Law System罗马皇帝优士丁尼一世Justinian I罗马法理学jurisprudential《罗马法律汇编》Roman Digest罗马法学派school of Romanists罗马－日耳曼法系Roman-Germanic family罗马私法Jus Privatum逻辑解释logical interpretation马伯里诉麦迪逊案Marbury vs. Madison马克思主义法律理论Marxism-leninism马克思主义法学Marxist jurisprudence马克思主义法学家Marxist jurist没有事实根据的unsubstantial美国国际法协会American Institute of International Law美国海事法庭Admiralty Courts of the U.S.A.美国联邦地区法院United States district courts美国联邦法官federal judge没有法律依据的lawless没有判决先例的案件case of first impression《民法大全》Corpus Juris Civilis民法典civil code民法法系Civil-Law System民法通则：General Principles of the Civil Law民法学science of civil law民事案件中“占有优势证据”的原则“by a preponderance of evidence”in civil cases民事权利能力：the capacity for civil rights民事权益：civil rights and interests 民事诉讼法学Civil Procedure Law民事制裁civil punishment; civil sanction民政部门：the civil affairs department明代法规laws and regulations of Ming Dynasty 明示或默示的express or implied默示表达communication by implication拿破仑法典The Code Napolean内部规章internal regulations纳妾制concubinage南京条约(1843) Treaty of Nanking, 1843拟制理论fiction theory拟制买卖mancipatio欧洲大陆法continental law偶然权利contingent right偶然因果关系fortuitous causal relationship偶然因素accidentalia偶因accidental cause排他的权利right to exclude all others派生的权利derived right派生取得derivative acquisition判例法系Case Law System普通法法系Common-Law System判例法系Case Law System判例汇编reports; reports of judgments普通法common lawAb initio从开始形容事件由开始时的状态，例如合约从开始便已经无效，称为“The contract was void ab initio”。

ACCA考试F4公司法与商法真题2014年12月(总分100,考试时间120分钟)Section A – ALL 45 questions **pulsory and MUST be attemptedPlease use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer toeach multiple choice question.1. Which of 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 thefollowing terms?A. Agency by estoppelB. Agency by ratificationC. Agency by necessity3. In contract law, the ‘market 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 **mitted 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. C 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 **pany secretary of a private **pany 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 intoaccountB. 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 ONL Y?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 **panyD. **pany itself21. Which of the following is an English court NORMALL Y 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 courts 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 **pany?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 **pany 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 **mittee operate?(1) Compulsory liquidation (2) A members’ voluntary liquidation (3) A creditors’ voluntary liquidation (4) AdministrationA. (1) and (2)B. (2) and (4)C. (1) and (3)D. (3) and (4)28. The category of treasury **es into existence under which of the following circumstances?A. They are issued as such by a **panyB. They are issued as such by a **panyC. They are purchased as such by the exchequerD. They are purchased as such by a private or **pany29. 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 **panyD. **pany and the existing shareholders in **pany 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 alternative was suitable but the employee’s grounds for refusing to acc ept it were unreasonable32. hich 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 unofficial 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 ofa 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 **pany 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. n 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 volentinon 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 years’ service?A. One calendar monthB. Five weeksC. Ten weeksD. Five calendar months43. In relation to agency law, ‘warrant 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 termsSection B – ALL FIVE questions **pulsory and MUST be attemptedPlease write your answers to all parts of these questions on the lined pages within the Candidate Answer Booklet.1.Ann owns a shop selling prints. She placed an advertisement in the Friday edition of her local paper stating: ‘Unique opportunity to own a Bell print for £500 cash. Offer valid for one day only –tomorrow Saturday.’When Con saw the advert, he immediately posted a letter of acceptance.On Saturday, Di asked Ann if she would take a cheque for £500, but she refused to accept the cheque and told hershe could not have the print. Later that day Ann sold the print to Evi.On Monday morning Con’s letter arrived.Requir ed:In the context of the rules governing the creation of contracts:(a) Describe the precise legal nature of Ann’s advertisement; (2 marks)(b) Explain whether Con has any right of action against Ann; (2 marks)(c) Explain whether Di has any right of action against Ann. (2 marks)2.Fred is a member of Glad Ltd, a small **pany, holding 100 of its 500 shares. The other 400 shares are held by four other members.It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from **pany. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing ofa resolution so to do’. Required:(a) State the procedure which Glad Ltd must follow to alter its articles of association.(2 marks)(b) Explain the effect of the requirement that any alteration to a company’s articles of association must be for the benefit of **pany as a whole. (2 marks)(c) Explain whether or not the articles of association of Glad Ltd can be altered as proposed.(2 marks)3.Three years ago Ho subscribed for shares in **panies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per £1 share when he took the shares and was assured that he would not be required to make any further payment on them to IceLtd and **pany passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors. In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per £1 share. The shares are currently trading at 75 pence per share.Required:(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)(b) Explain the meaning and purposes of a share premium account.(2 marks)(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks)4.Kut Ltd is a small **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to Leo, who simply reports back to the board on the business he has carried out. Leo refers to himself as the chief executive officer of Kut Ltd, although he has never been officially appointed as such.In October 2014, Leo entered into a normal business contract on Kut Ltd’s behalf with Max. However, the other members of the board have subsequently lost confidence in Leo and have refused to pay Max, claiming that Leo did not have the necessary authority to enter into the contract with him. Required:(a) State the usual authority of individual directors to enter into binding contracts on ehalf of **pany.(2 marks)(b) Explain whether or not Kut Ltd is liable to pay Max.(4 marks)5.Nit is involved in illegal activity, from which he makes a large amount of money. He also owns a legitimate **pany and passes off his illegally gained money as profits of that business. Nit employs Owen, who is aware of the illegal source of the money, to act as the manager of the **pany, and Pat as his accountant to produce false business accounts for the taxi business.Required:In the context of the law relating to money laundering:(a)Explain the meaning of layering.(2 marks)(b) Explain whether any criminal offences relating to money laundering may have **mitted by Nit, Owen and Pat.(4 marks)。

Company Law of the People's Republic of China (Revised in 2013)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993.Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China.Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China.Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005.Revised for the third time on December 28, 2013 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.)Standing Committee of the National People's CongressDecember 28, 2013ContentsChapter I: General ProvisionsChapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-owned CompaniesChapter III: Transfer of Equity Interests in Limited Liability CompaniesChapter IV: Establishment and Organizational Structure of Companies Limited By SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors and ManagerSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of Listed CompaniesChapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of CompaniesChapter VII: Corporate BondsChapter VIII: Financial Affairs and Accounting of CompaniesChapter Ix: Merger and Division, Increase and Reduction of Capital of CompaniesChapter X: Dissolution and Liquidation of CompaniesChapter XI: Branches of Foreign CompaniesChapter XII: Legal LiabilityChapter XIII: Supplementary ProvisionsChapter I: General ProvisionsArticle 1: The Company Law of the People's Republic of China (hereinafter referred to as the "Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies, shareholders and creditors, safeguard the social and economic order and promote the development of the socialist market economy.Article 2: For the purposes of the Law, the term "companies" refers to limited liability companies and companies limited by shares established within the territory of China pursuant to the Law.Article 3: A company is an enterprise legal person, which has independent corporate property and enjoys corporate property rights. A company shall be liable for its debts to the extent of all ofits property.A shareholder of a limited liability company shall be liable for the company to the extent of the capital contribution it subscribes. A shareholder of a company limited by shares shall be liable for the company to the extent of the shares it subscribes.Article 4: The shareholders of a company shall enjoy such rights as return on assets, participation in major decision-making and selection of managers according to the law.Article 5: When engaging in business activities, a company shall abide by laws and administrative regulations, observe social morality and business ethics, act in good faith, accept supervision by the government and the public, and bear social responsibilities.The lawful rights and interests of companies shall be protected by law and shall not be infringed upon.Article 6: To establish a company, an application for registration of establishment shall be filed with the company registration authority according to the law. If the conditions of establishment specified herein are met, the applicant shall be registered by the company registration authority as a limited liability company or a company limited by shares. If the conditions for establishment specified herein are not met, it may not be registered as a limited liability company or a company limited by shares.If laws or administrative regulations provide that the establishment of a company is subject to approval, approval procedures shall be carried out according to the law prior to the company’s registration.The public may apply to the company registration authority for inquiring the registered particulars of a company, and the company registration authority shall make such inquiry available.Article 7: A company established according to the law shall be issued a company business license by the company registration authority. The date of issue of the company business license shall be that of establishment of the company.The company business license shall contain the name, address, registered capital, scope of business and the name of the legal representative of the company.In the event of any change to any item recorded in the company business license, the company shall carry out change registration formalities and a new business license shall be renewed by the company registration authority.Article 8: The name of a limited liability company established in accordance with the Law shallcontain the words "limited liability company" or “company limited”.The name of a company limited by shares established in accordance with the Law shall contain the words "company limited by shares" or “joint stock company”.Article 9: If a limited liability company intends to be converted into a company limited by shares, the conditions with respect to companies limited by shares set forth herein shall be satisfied. If a company limited by shares intends to be converted into a limited liability company, the conditions with respect to limited liability companies set forth herein shall be met.If a limited liability company is converted into a company limited by shares, or if a company limited by shares is converted into a limited liability company, the claims and debts of the company that have arisen prior to the conversion shall be succeeded to by the company after the conversion.Article 10: The domicile of a company shall be the place where its principal office is located.Article 11: To establish a company, the articles of association shall be formulated according to the law. A company's articles of association shall be binding upon the company, shareholders, directors, supervisors and senior officers.Article 12: The scope of business of a company shall be specified in the articles of association of the company and shall be registered according to the law. A company may amend its articles of association and change the scope of business, provided that it shall carry out change registration.If any item in the scope of business of a company is subject to approval as required by laws or administrative regulations, such item shall be approved according to the law.Article 13: The chairman of the board, the executive director or the manager of the company shall act as the legal representative of a company pursuant to the articles of association of the company and the same shall be registered according to the law. In the event of any change in the legal representative of the company, formalities shall be carried out for registration change.Article 14: A company may establish branches. To establish a branch, application shall be made to the company registration authority for registration and a business license shall be obtained. A branch does not have the status of a legal person and its civil liability shall be borne by the company.A company may establish subsidiaries. A subsidiary has the status of a legal person and independently bears civil liability according to the law.Article 15: A company may invest in other enterprises, provided that it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests, unless otherwise provided by law.Article 16: If a company invests in another enterprise or provides security for another party, a resolution shall be adopted by the board of directors or by the board of shareholders or general meeting according to the provisions of the articles of association of the company. If the articles of association of the company have specified a limit on the total amount of investment or security and the amount of a single investment or security, the specified limit may not be exceeded.If a company provides security for a shareholder or the de facto controller of the company, a resolution of the board of shareholders or general meeting shall be passed.Any shareholder set forth in the preceding paragraph or controlled by a de facto controller set forth in the preceding paragraph may not participate in voting on any resolution specified in the preceding paragraph. Such resolution shall be adopted by the other shareholders that are present at the meeting and represent more than half of the voting rights.Article 17: A company shall protect the lawful rights and interests of its employees, and enter into labor contracts with its employees, contribute social insurance premiums, strengthen labor protection and ensure production safety according to the law.A company shall use various methods to strengthen the vocational education and on-the-job training of its employees in order to improve their capabilities.Article 18: The employees of a company shall organize a labor union and conduct labor union activities in accordance with the Labor Union Law of the People's Republic of China to protect the lawful rights and interests of the employees. The company shall provide its labor union with conditions necessary for conducting its activities. The labor union of the company shall enter into collective contracts on behalf of the employees with the company with respect to such matters as labor remuneration, working hours, welfare, insurance and labor safety and health of the employees according to the law.A company shall implement democratic management through the employees' representative congress or other channels in accordance with the provisions of the Constitution and relevant laws.When a company discusses and decides on restructuring and major issues concerning its business operation or formulates major rules, regulations and policies, it shall solicit opinions from the labor union of the company, as well as opinions and suggestions from its employees through the employees' representative congress or other channels.Article 19: In a company, an organization of the Communist Party of China shall be established to carry out the activities of the party in accordance with the charter of the Communist Party of China. The company shall provide the necessary conditions for the activities of the party organization.Article 20: The shareholders of a company shall abide by laws, administrative regulations and the articles of association of t he company and exercise shareholder’s rights according to the law, and may not abuse shareholder’s rights to harm the interests of the company or other shareholders, or abuse the independent status of the company legal person and the limited liability of shareholders to harm the interests of the creditors of the company.If a shareholder of the company abuses its shareholder’s rights, thereby causing losses to the company or other shareholders, the shareholder shall be liable for compensation according to the law.If a shareholder of the company abuses the independent status of the company legal person and the limited liability of shareholders to evade debts and seriously harms the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.Article 21: The controlling shareholder, de facto controller, directors, supervisors and senior officers of a company may not use their affiliation to harm the interests of the company.Anyone that violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.Article 22: A resolution of the board of shareholders or general meeting or the board of directors of a company shall be void if its contents are in violation of laws or administrative regulations.If the procedure for convening the board of shareholders or general meeting or the meeting of the board of directors, or the method of voting violates laws, administrative regulations or the articles of association of the company, or if the contents of a resolution violate the articles of association of the company, a shareholder may, within 60 days of the adoption of the resolution, petition to a people’s court for cancellation of resolution.If the shareholder institutes proceedings pursuant to the prec eding paragraph, the people’s court may, at the request of the company, require the shareholder to provide a corresponding security.If the company has carried out change registration in accordance with the resolution of the board of shareholders or general meeting or the board of directors, the company shall apply to the company registration authority for cancellation of the change registration after the people’s court declares the resolution invalid or cancels the resolution.Chapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentArticle 23: The following conditions shall be fulfilled for the establishment of a limited liability company:(I) the number of shareholders conforms to the statutory number;(II) the capital contribution subscribed by subscribed by all shareholders is consistent with that prescribed in the articles of association;(III) the shareholders have jointly formulated the company's articles of association;(IV) the company has a name and an organizational structure established in conformity with the requirements for limited liability companies; and(V) the company has a domicile.Article 24: A limited liability company shall be invested in and established by no more than 50 shareholders.Article 25: The articles of association of limited liability companies shall specify the following particulars:(I) the name and domicile of the company;(II) the business scope of the company;(III) the registered capital of the company;(IV) the names and domiciles of the shareholders;(V) the method, amount and time of capital contribution by the shareholders;(VI) the organization of the company and its methods of establishment, functions and powers, and rules of procedure;(VII) the legal representative of the company; and(VIII) other matters that the shareholders deem necessary to be specified.Shareholders sh all sign and affix their seals on the company’s articles of association.Article 26: The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders as registered with the company registration authority.Where laws, administrative regulations and the decisions of the State Council stipulate the actual paid registered capital and another amount on the minimum registered capital of a limited liability company, such stipulations shall prevail.Article 27: Shareholders may make capital contribution in currency or in non-currency property that may be valued in currency and transferable according to the law such as physical objects, intellectual property and land use rights, except for property that may not be used as capital contribution according to the laws or administrative regulations.Non-currency property contributed as capital shall be valued and verified, and shall not be over-valued or under-valued. Where laws or administrative regulations have provisions on valuation, such provisions shall prevail.Article 28: Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company on time and in full. If a shareholder makes its capital contribution in currency, it shall deposit the full amount of capital contribution in currency in a bank account opened by the limited liability company with a bank. If capital contribution is made in non-currency property, the transfer procedures for the property rights therein shall be handled according to the law.If a shareholder fails to make capital contribution in accordance with the preceding paragraph, it shall, in addition to making capital contribution in full to the company, be liable for breach of contract to the shareholders that have made their capital contributions on time and in full.Article 29: After the shareholders subscribed the capital contribution in full as prescribed in the articles of association, a representative designated by all shareholders or an agent jointly appointed by them shall submit a company registration application and documents such as the company’s articles of association to the company registration authority to apply for registration of establishment.Article 30: If, after establishment of a limited liability company, the actual value of the non-currency property contributed as capital for the establishment of the company is found markedly lower than the value as set forth in the articles of association of the company, the shareholder making such contribution shall make up for the difference. The other shareholders as at the time of the company's establishment shall bear joint and several liability for such difference.Article 31: A limited liability company shall issue capital contribution certificates to its shareholders after it is established.The capital contribution certificate shall specify the following particulars:(I) the name of the company;(II) the date of establishment of the company;(III) the registered capital of the company;(IV) the name of the shareholder, the amount of its capital contribution made and the date of capital contribution; and(V) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the company.Article 32: A limited liability company shall establish a register of shareholders to record the following items:(I) the names and domiciles of the shareholders;(II) the amounts of capital contribution of the shareholders; and(III) the serial numbers of the capital verification certificates.The shareholders on the register of shareholders may claim and exercise s hareholder’s rights on the basis of the register of shareholders.The company shall register the names of its shareholders with the company registration authority. If there is a change in the registered items, change registration shall be carried out. Anyone that fails to complete registration or change registration may not resist the claims of a third person.Article 33: Shareholders shall have the right to examine and reproduce the articles of association of the company, the minutes of the board of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.Shareholders may request to examine the account books of the company. If a shareholder requests to examine the account books of the company, it shall make a written request to the company stating the purpose thereof. If the company has reasonable basis to believe that the purpose of the examination of the account books by the shareholder is improper and that such examination may harm the lawful rights and interests of the company, the company may refuse to make the books for examination available, and shall reply to the shareholder in writing and state the reason for the refusal within 15 days of the written request of the shareholder. If the company refuses to provide the account books for examination, the shareholder may petition to the people’s court for provision of the account books by the company.Article 34: A shareholder shall receive dividends in proportion to its paid-up capital contribution. When the company increases its capital, the shareholder shall have the priority right to subscribe for capital contribution in proportion to its paid-up capital contribution, except where all shareholders agree not to receive dividends in proportion to the paid-up capital contribution or not to exercise priority right to subscribe for capital contribution in proportion to the paid-up capital contribution.Article 35: After a company is established, its shareholders may not withdraw their capital contribution.Section 2: Organizational StructureArticle 36: The board of shareholders of a limited liability company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the company and shall exercise its functions and powers pursuant to the Law.Article 37: The board of shareholders shall exercise the following functions and powers:(I) to decide on the business policies and investment plans of the company;(Ii) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(Iii) to consider and approve reports of the board of directors;(IV) to consider and approve reports of the board of supervisors or supervisors;(V) to consider and approve the company's proposed annual financial budgets and final accounts;(VI) to consider and approve the company's profit distribution plans and plans for making up losses;(VII) to pass resolutions on the increase or reduction of the company's registered capital;(VIII) to pass resolutions on the issuance of corporate bonds;(IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the company;(X) to amend the articles of association of the company; and(XI) other functions and powers specified in the articles of association of the company.If the shareholders unanimously express consent to the matters set out in the preceding paragraph in writing, the decision may be made, without convening of the board of shareholders, directly with a document of the decision bearing the signatures and seals of all shareholders.Article 38: The first general meeting shall be convened and presided over by the shareholder thatmade the largest capital contribution, and shall exercise its functions and powers pursuant to the provisions hereof.Article 39: General meetings shall be divided into regular meetings and extraordinary meetings.Regular meetings shall be convened on time in accordance with the articles of association of the company. An extraordinary meeting shall be convened if it is proposed by shareholders representing one tenth or more of the voting rights, or by one third or more of the directors or the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s).Article 40: If a limited liability company has established a board of directors, the general meeting shall be convened by the board of directors and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by a director jointly designated by more than half of the directors.If a limited liability company has no board of directors, the general meeting shall be convened and presided over by the executive director(s).If the board of directors or the executive director(s) cannot or do not perform the duty of convening the general meeting, the meeting shall be convened and presided over by the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s). If the board of supervisors or the supervisors do not convene and preside over the meeting, the meeting may be convened and presided by the shareholders representing one-tenth or more of the voting rights.Article 41: If a general meeting is to be convened, all shareholders shall be notified 15 days before the meeting is held, unless otherwise stipulated in the articles of association of the company or agreed by all shareholders.The board of shareholders shall keep minutes of the decisions on the matters under its consideration. The shareholders present at the meeting shall sign the minutes of the meeting.Article 42: Shareholders shall exercise voting rights at general meetings in proportion to their capital contribution, unless otherwise stipulated in the articles of association of the company.Article 43: The method of deliberation and voting procedures of the board of shareholders shall be specified in the articles of association of the company, except where stipulated herein.Resolutions of the general meeting on the amendment of the articles of association of the company, increase or reduction of the registered capital, and merger, division, dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more ofthe voting rights.Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:(I) to convene the general meeting and to report on its work to the board of shareholders;(II) to implement the resolutions of the general meeting;(III) to decide on the business plans and investment plans of the company;(IV) to formulate the company's proposed annual financial budgets and final accounts;(V) to formulate the company’s profit distribution plans and plans for making up losses;(VI) to fo rmulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;。

法律英语汉译英（专业词汇部分）Unit One第一课美国联邦下的法律1.成文法statutory law★2.普通法common law3.判例法case law4.立法机构legislature5.法院court6.宪法Constitution7.立法权law-making power8.私法private law9.合同法contract law10.侵权法tort law11.商法business law12.公司法corporate governance law13.专利和版权patent and copyright14.合同/契约争议contractual disputes15.刑事案件criminal case16.民事案件civil case17.民事侵权诉讼civil tort actions18.家庭法family law19.法律选择choice of law20.多个司法管辖区multi-jurisdiction21.诉讼litigation/lawsui t/suit/action★22.实体权substantive right23.准据法/适用法applicable/governing/proper law★24.签订conclude25.证券欺诈案件 a case include claims of securities fraud26.履行perform27.履行地performance28.受理/处理案件to hear the case★29.原告plaintiff★30.被告defendant★31.与合同最密切联系most involved with the contract32.选择法庭choice of forum第二课双重法院体系1.司法的judicial2.初审法庭trial court3.终审法院court of last resort★4.上诉法院court of appeals5.上诉，申诉appeal…to6.证人witness7.证据evidence8.陪审团jury9.查明事实的人，事实发现者fact-finder10.上诉的，有权受理上诉的appellate11.遗嘱probate12.小额诉讼法院small claims court13.律师attorney14.程序procedure15.提出（申请）file★16.申请小额索赔file claims for small sums of money17.定罪conviction★18.仲裁人，公断人，裁决人arbiter19.最高法院the Supreme Court20.先例procedureUnit Two第一课抗辩制1.上诉人appellant2.被上诉人appellee3.诉由,案由cause of action★4.向某人提起诉讼，到法院告某人to bring an action/lawsuit against sb.5.第三那人被告third-party defendant6.庭审程序trial procedure★7.英美法系国家的司法程序Anglo-American judicial procedure8.认定事实find the fact9.证据submission10.抗辩制adversary system11.提起诉讼begin suit12.界定争议shape the issues13.出示证据produce evidence14.争议当事人parties to the controversy15.纠问的inquisitorial16.庭前调查pre-trial investigation17.大陆法传统civil law tradition18.庭辩风格style of presentation and argument19.有利害关系的当事人interested parties第二课开启一个诉讼1.起诉sue2.诉讼当事人litigant3.司法救济，救济；减轻，缓解relief4.提供法律救助to furnish a relief5.纠正，补偿redress6.诉诸法院bring to court★7.和解settlement★8.仲裁arbitration9.自力救济self-help10.搁置纠纷let matters rest11.损害赔偿damages★12.实际履行specific performance13.对事管辖权jurisdiction over the subject matter14.对人管辖权jurisdiction over the parties15.管辖权jurisdiction16.违约之诉damages for breach of contract17.法庭forum18.最低限度联系minimum contacts19.实体公正substantial justice20.审判地venue21.规定（援引法条）provide/read第三课诉状和对抗诉状的动议1.诉状pleading2.起诉状complaint3.向法院提交诉讼状或答辩状/办理立案to file a pleading/lawsuit with the court4.陈述，阐明to set forth5.书记员clerk6.传票summons7.出具传票to issue a summons8.向某人送达传票、起诉书、法律文书to serve a summons, complaint, legal document on sb.9.通知notify10.同意出庭an entry of appearance11.指控，声称allegation12.成为争议问题put in issue13.积极抗辩affirmative defense14.反诉counterclaim15.(用辩解)减轻extenuate16.未到庭，未履行义务to be in default17.驳回dismiss18.传票送达service of process/service of summons19.法律上的充分性legal sufficiency20. 提出异议，反对challenge第四课调查取证1.庭前取证，调查pre-trial discovery2.录取证词，宣誓证明depose3.证词笔录,书证deposition4.宣誓under oath5.书面质询written interrogatories6.人身伤害案件personal injury case7.保持中立take no part8.意外因素surprise element9.争议controversy。