2014年ACCA考试F4公司法与商法第二十二章总汇4

2014年6月ACCA《公司法与商法》真题及答案探究一本文由高顿ACCA整理发布，转载请注明出处Question:（a）In relation to the English legal system, explain the meaning of:（i）criminal law;（ii）civil law.（b）Explain the hierarchy of courts dealing with criminal law.Answer:（a）（i）Criminal law relates to conduct which the State considers with disapproval and which it seeks to control. Criminal law involves the enforcement of particular forms of behaviour, and the State, as the representative of society, acts positively to ensure compliance. Thus, criminal cases are brought by the State in the name of the Crown and cases are reported in the form of Regina v … （Regina is simply Latin for ‘queen’ and case references are usually abbreviated to R v …）。

In criminal law the prosecutor prosecutes a defendant （or ‘the accused’）and is required to prove that the defendant is guilty beyond reasonable doubt. The Companies Act （CA）006 sets out many potential criminal offences, which may be committed by either the company itself, or its officers or other individuals. An example of this which may be cited is s.993, which relates to the criminal offence of fraudulent trading and applies to any person, not just directors or members, who is knowingly a party to the carrying on of a business with the intent to defraud creditors. The potential penalty on conviction is imprisonment for a maximum period of 10 years, or a fine or both.（ii）Civil law, on the other hand, is a form of private law and involves the relationships between individual citizens. It is the legal mechanism through which individuals can assert claims against others and have those rights adjudicated and enforced. The purpose of civil law is to settle disputes between individuals and to provide remedies; it is not concerned with punishment as such. The role of the State in relation to civil law is to establish thegeneral framework of legal rules and to provide the legal institutions to operate those rights, but the activation of the civil law is strictly a matter for the individuals concerned.Contract, tort and property law are generally aspects of civil law.Civil cases are referred to by the names of the parties involved in the dispute, for example, Smith v Jones. In civil law, a claimant sues （or ‘brings a claim against’）a defendant and the degree of proof is on the balance of probabilities. In relation to the CA 006, the duties owed to companies by directors set out in ss.171–177 may be cited as examples of civil liability, and directors in breach are liable to recompense the company for the consequences of their failure to comply with those duties, as is set out in s.178.In distinguishing between criminal and civil actions, it has to be remembered that the same event may give rise to both. For example, where the driver of a car injures someone through their reckless driving, they will be liable to be prosecuted under the Road Traffic legislation, but at the same time, they will also be responsible to the injured party in the civil law relating to the tort of negligence. Similarly, a director may fall foul of both the criminal regulation of fraudulent trading （s.993 CA 006）as well as breaching their duty to the company under one of the provisions of ss.171–177 CA 006.（b）The essential criminal trial cou rts are the magistrates’ courts and Crown Courts. In serious offences, known as indictable offences, the defendant is tried by a judge and jury in a Crown Court. For less serious offences, known as summary offences, the defendant is tried by magistrates; a nd for ‘either way’ offences, the defendant can be tried by magistrates if they agree but the defendant may elect for jury trial.Criminal appeals from the magistrates go to the Crown Court or to the Queen’s Bench Division （QBD）Divisional Court ‘by way of case stated’ on a point of law or that the magistrates went beyond their proper powers.Further appeal is to the Court of Appeal （Criminal Division）and then to the Supreme Court on a significant point of law.更多ACCA资讯请关注高顿ACCA官网：。

2014年12月ACCA考试《F4公司法与商法》辅导要点十二本文由高顿ACCA整理发布，转载请注明出处11 Discharge, breach of contract and remedies1 Discharge1.1 A contract can be discharged in a number of ways. The method of discharge may amount to a breach of contract and hence give rise to a claim for damages. However, there are other methods of discharging a contract that will not give rise to a breach of contract claim namely discharge by(a) Agreement(b) Performance.1.2 Agreement(a) Agreement means that both parties agree that the contract be discharged. Some contracts provide for discharge by agreement for example by expressly stating that the contract can be discharged by notice.Alternatively:(b) The contract can be discharged by a completely new agreement e.g. where one party agrees to accept a change in the other's performance (a 'variation' agreement). To be binding such agreements themselves must be supported by consideration.1.3 Performance(a) This is the most common way in which a contract is discharged. It is important that performance occurs as without it there will be a breach of contract. It would also be inequitable to allow one party to sue another for breach if he himself has not performed the terms of the contract exactly and completely. This is known as the rule in Cutter v Powell.(b) Sometimes the rule is Cutter v Powell can act harshly and hence some exceptions to the rule have developed for example where non-performance has been caused by the other party.1.4 Breach(a) Contracts can be discharged by fundamental breaches of contract.(b) Breach of condition:(i) Straightforward breach is easy enough to understand. One or both parties are not complying with the conditions of the contract. Remember the injured party may only bring the contract to an end if there has been a breach of condition.(ii) Anticipatory breach is where one party indicates that he does not intend to complete his part of the contract. The innocent party (the claimant) can sue on notice.But claimant can elect to ignore the breach, complete his part of the contract and then sue: White and Carter (Councils) Ltd v McGregorIf the claimant so elects he must complete his part properly or he himself will be liable for breach.Actions for anticipatory breach should be started at once otherwise factors may intervene which mean the contract is automatically discharged (e.g. on outbreak of war that would render the contract illegal).更多ACCA资讯请关注高顿ACCA官网：。

ACCA F4《公司法与商法》知识点讲解（4）1 Human Rights ACT 19981.1 The Human Rights Act imposes a duty in "public authorities" to comply with the European Convention on Human Rights, and allows us to take action in the UK courts for violations of Convention rights.1.2 Prior to the Act conventions rights could only be enforced in the European Court of Human Rights in Strasbourg which could be time consuming, expensive and daunting.1.3 Now that the convention is part of UK law (HRA98) those rights can now be enforced in UK courts.2 The rights (articles)2.1 The main rights are:2.1.1 the right to life (A.2)2.1.2 prohibition of torture (A.3)2.1.3 no slavery or forced labour (A.4)2.1.4 right to liberty and security (A.5)2.1.5 right to a fair trial (A.6)2.1.6 no punishment without law (A.7) (generally therefore criminal offences should not be retrospective)2.1.7 right to respect for privacy, family life (A.8)2.1.8 freedom of thought, conscience and religion (A.9)2.1.9 freedom of expression, assembly and association (A.10/A.11)right to marry (A.12)no discrimination in rights (A.14)right to free elections.(Note that the Articles are set out in full in your Study Text).3 Impact on interpretation of statutes3.1 As a 'public authority' the courts are required to construe legislation so that – as far as possible – it is compatible with the rights contained within the convention and apply existing common law in a manner that is compatible with convention rights. S2 of the Act requires future courts to take account of previous decisions of the ECHR.If reconciliation with an Act of Parliament is not possible the existing legislation prevails although that may trigger a fast track procedure in the Act requiring Parliament to change existing laws. In such circumstances the court issues a declaration of incompatibility, it is then for the legislature to remedy the situation through new legislation. If the fast track procedure is used this gives ministers the power to alter incompatible parts of any primary legislation by way of statutory instrument.If a court cannot reconcile 'delegated' legislation with the convention it can decide that the legislation does not apply.It may no longer be appropriate for the courts to follow some precedents on the interpretation of statutes which pre date the Act. These may now be reviewed in light of the Act.4 Impact on new legislation4.1 Before the Second Reading of the Bill the Minister responsible must make a statement either that the legislation is compatible with Convention rights, or such a statement cannot be made but the government still wants to proceed. Not all of the Articles can be derogated from. Articles 2,3,4,7 and 14 are absolute rights and cannot be interfered with. In exercising the right of derogation however the member state must be both convinced of the need for derogation and that the response is proportionate to any perceived problem.5 Impact on public authorities5.1 Public authorities are Courts and tribunals and any other person whose functions are of a public nature eg Registrar of Companies and government departments such as the DTI.5.2 It is unlawful for public authorities to act in a way which is incompatible with a convention right. A person who considers he has beena victim of an unlawful act by that authority may bring proceedings within12 months of the act occurring.5.3 The court has power to do as it thinks fit.6 European Court of Human Rights (ECHR)6.1 The final source of appeal (after the House of Lords) on human rights issues is the European Court of Human Rights. There is no appeal from the European Court of Human Rights to the European Court of Justice. Decisions of the ECHR must be taken into account when deciding interpretation.NB. Note that new cases on the HRA98 are being decided all the time. The examiner plans to write an article to consider these cases. Keep checking your student accountant for developments.7 Examinability of HRA 98This is an area that the examiner has expressed to be important so be aware of developments that may be referred to in the press.Make sure that you have an appreciation of how HRA 98 may impact on other syllabus areas. For example:。

ACCA F4《公司法与商法》知识点讲解（4）1 Human Rights ACT 1998The Human Rights Act imposes a duty in "public authorities" to comply with the European Convention on Human Rights, and allows us to take action in the UK courts for violations of Convention rights.Prior to the Act conventions rights could only be enforced in the European Court of Human Rights in Strasbourg which could be time consuming, expensive and daunting.Now that the convention is part of UK law (HRA98) those rights can now be enforced in UK courts.2 The rights (articles)The main rights are:the right to lifeprohibition of tortureno slavery or forced labourright to liberty and securityright to a fair trialno punishment without law (generally therefore criminal offences should not be retrospective)right to respect for privacy, family lifefreedom of thought, conscience and religionfreedom of expression, assembly and associationright to marryno discrimination in rightsright to free elections.(Note that the Articles are set out in full in your Study Text).3 Impact on interpretation of statutesAs a 'public authority' the courts are required to construe legislation so that – as far as possible – it is compatible with the rights contained within the convention and apply existing common law in a manner that is compatible with convention rights. S2 of the Act requires future courts to take account of previous decisions of the ECHR.If reconciliation with an Act of Parliament is not possible the existing legislation prevails although that may trigger a fast track procedure in the Act requiring Parliament to change existing laws. In such circumstances the court issues a declaration of incompatibility, it is then for the legislature to remedy the situation through new legislation. If the fast track procedure is used this gives ministers the power to alter incompatible parts of any primary legislation by way of statutory instrument.If a court cannot reconcile 'delegated' legislation with the convention it can decide that the legislation does not apply.It may no longer be appropriate for the courts to follow some precedents on the interpretation of statutes which pre date the Act. These may now be reviewed in light of the Act.4 Impact on new legislationBefore the Second Reading of the Bill the Minister responsible must make a statement either that the legislation is compatible with Convention rights, or such a statement cannot be made but the government still wants to proceed. Not all of the Articles can be derogated from. Articles 2,3,4,7 and 14 are absolute rights and cannot be interfered with. In exercising the right of derogation however the member state must be both convinced of the need for derogation and that the response is proportionate to any perceived problem.5 Impact on public authoritiesPublic authorities are Courts and tribunals and any other person whose functions are of a public nature eg Registrar of Companies and government departments such as the DTI.It is unlawful for public authorities to act in a way which is incompatible with a convention right. A person who considers he has beena victim of an unlawful act by that authority may bring proceedings within12 months of the act occurring.The court has power to do as it thinks fit.6 European Court of Human Rights (ECHR)The final source of appeal (after the House of Lords) on human rights issues is the European Court of Human Rights. There is no appeal from the European Court of Human Rights to the European Court of Justice. Decisions of the ECHR must be taken into account when deciding interpretation.NB. Note that new cases on the HRA98 are being decided all the time. The examiner plans to write an article to consider these cases. Keep checking your student accountant for developments.7 Examinability of HRA 98This is an area that the examiner has expressed to be important so be aware of developments that may be referred to in the press.Make sure that you have an appreciation of how HRA 98 may impact on other syllabus areas. For example:。

ACCA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)。

2014年ACCA考试F4公司法与商法第二十二章总汇3本文由高顿ACCA整理发布，转载请注明出处3 Types of securityFixed charges3.1 (a) This relates to a specific asset which may be realised by debenture holders to repay their loan.(b) It provides excellent security for the lender (debenture holder) in that assets may not be traded or exchanged while there is a fixed charge on them.(c) Any amount of loan not satisfied by selling the charged asset will rank as a unsecured creditor.Floating charges3.2 (a) This charge is secured on the company's assets generally. The assets may be traded freely.(b) The charge crystallises ie attaches to specific assets when:(i) There is a breach of the debenture trust deed; or(ii) A receiver is appointed; or(iii) A company commences Winding up.Priority of charges3.3 (a) If there are different charges over the same property, it will be necessary to ascertain their ranking.(b) (i) Similar charges rank in order of creation.(ii) Floating charges rank behind fixed charges even if those charges are created later.(c) Floating charges rank behind preferential creditors.Negative pledge charge3.4 (a) This clause can be included in the terms of the floating charge(b) Effect: subsequent fixed charges will rank behind the floating charge if they have actual notice of the NPC.Advantages/disadvantages3.5 Study note: make sure you understand the advantages and disadvantages of the two types of charge.Registration of charges3.6 (a) (i) Particulars of all charges must be registered with the Registrar of Companies within 21 days.(ii) Failure to register renders the charge void against the liquidator and any person who acquires an interest in property subject to the charge (s.399).(iii) The loan remains valid but unsecured.(b) Under s.399 a debenture holder can register the charge if it appears the company is unlikely to do so.Factors affecting a charge's validity3.7 Correctly registered charges can be rendered invalid in a number of circumstances.3.8 (a) The court has the power to render preferences void.(b) A preference is any transaction that is intended to improve a creditor's position on a winding up.(c) The preference must have been given within six months of liquidation (2 years if in favour of a connected person).3.9 Floating charges will be rendered invalid if(a) the company was insolvent when the charge was created, and(b) no consideration was given in exchange for the charge.If new consideration was given, the charge will be valid to the extent of that consideration.Company register3.10 (a) Every company must keep a register of debentures and charges(b) This may be inspected by members and creditors free of charge, and others on payment of a reasonable fee.(c) Failure to record the charge in this register does not invalidate it.(d) For knowing or wilful default in entering the charges in the register, the officer at fault is liable to a fine.更多ACCA资讯请关注高顿ACCA官网：。

ACCAF4公司法和商法考试大纲 ACCA All rights reserved.1Corporate and BusinessLaw （ENG）（F4）September 2014 toAugust 2015（PAPER EXAM SESSIONS IN DEC 2014 AND JUN2015. START DATE FOR CBE NOVEMBER 192014.）This syllabus and study guide is designed to helpwith planning study and to provide detailedinformation on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS ANDSTUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect linksbetween this paper and other papers preceding orfollowing 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, learningand 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 includedin 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）。

ACCA《F4公司法与商法》内容解析本文由高顿ACCA整理发布，转载请注明出处Session 3 Types of cost and cost behaviorMain contents:1. Classifying costs2. Cost objects, cost and cost centers3. Analysis of costs into fixed and variable elements3.1 Classifying costsCosts can be classified in a number of different ways:· Element – costs are classified as materials, labor or expenses （overheads）· Nature – costs are classified as being direct or indirect.a. Direct cost is expenditure that can be directly identified with a specific cost unit or cost center.（1）。

Direct material is all material becoming part of the product unless used in negligible amount and/or having negligible cost. （component parts, part finished work and primary packing material）（2）。

Direct wages – are wages paid for labor either as basic hours or as overtime expensed on the product line.（3）。

2014年ACCA考试F4公司法与商法第十四章总汇5本文由高顿ACCA整理发布，转载请注明出处5 Lifting the veil of incorporationOverview5.1 A company is said to be separated from its members and/or directors by a veil of incorporation. There are a number of situations when this 'veil' will be 'lifted'.Case Law5.2 Courts lift the corporate veil to counter fraud, oppression and illegality.(a) Gilford Motor Co. v. HorneThe veil was lifted to prevent the circumvention of a restraint of trade clause.(b) Daimler v. Continental Tyre and Rubber Co.The veil was lifted to recognise the 'enemy alien character' of the shareholders and directors of a U.K. registered company.(c) Ebrahimi v Westborne GalleriesThe veil was lifted to recognise the 'partnership' relationship of the members.(d) R v Oll LtdThe veil was lifted to impose criminal liability for corporate manslaughter on the‘controlling mind’ of the company.Statute5.3 Directors can be made personally liable for the company's debts.(a) S 213 IA '86 Fraudulent Trading('carry on business with intent to defraud creditors')This is also a criminal offence.(b) S 214 IA '86 Wrongful Trading('director knew/ought to have concluded that the company would go into insolvent liquidation' ... and failed to take every reasonable step to minimise creditors' potential losses').(c) S 117 Failure to obtain a trading certificate (plcs only).(d) S 349 Signing documents which fail to disclose the correct company name.5.4 Members can also be made personally liable(a) S 213 IA 86 Fraudulent Trading(b) S 24 Sole memberPublic companies must have at least 2 members. Breach of this rule makes the remaining member jointly and severally liable with the company if(i) they are aware of the fact; and(ii) the situation exists for more than 6 months.Liability is only in relation to debts incurred after the initial 6 month period.5.5 Other examples of lifting the veil:(a) personal guarantees by members/directors(b) preparation of group accounts(c) under tax law.更多ACCA资讯请关注高顿ACCA官网：。