ACCA教材——Pilot papers for F4

1 Explain the role and activities of the following organisations:
(a) UNCITRAL; (6 marks)
(b) WTO. (4 marks)
(10 marks)
2Within the context of the UNCITRAL Model Law on InternationalCommercial Arbitration, explain the grounds and procedure forchallenging a decision of an arbitration panel.
(10 marks)
3Within the context of the UN Convention on Contracts for theInternational Sale of Goods, explain the meaning of, and the rulesrelating to, the concept of ‘acceptance’.
(10 marks)
4Within the context of the UN Convention on Contracts for theInternational Sale of Goods, explain the obligations placed on thecontractual parties to preserve goods, in their possession, belonging tothe other contractual party.
(10 marks)
5In relation to company directors explain how the following types ofauthority may arise and explain the extent of the authority arisingunder each category:
(a) express authority; (3 marks)
(b) implied authority; (3 marks)
(c) apparent/ostensible authority. (4 marks)
(10 marks)
6 In relation to company law explain and distinguish between the following:
(a) annual general meeting; (5 marks)
(b) extraordinary general meeting; (2 marks)
(c) class meeting. (3 marks)
(10 marks)
7 (a) Explain briefly what is meant by ‘corporate governance’. (4 marks)
(b)Within the context of corporate governance examine the role of, andrelationship between, executive directors and non-executive directors.(6 marks)
(10 marks)
8Art, a Dutch wholesaler entered into a contract with Carl, a Belgianchocolate manufacturer for the delivery of one tonne of chocolates perweek at a specified price to an English retailer. The contract statedthat the deliveries were to be made for a period of eight weeks, fromMay until the end of June.
During May the contract worked well, Artpaid the weekly instalments and Carl delivered the chocolates to theretailer. However, in the first week in June, Art paid the usualinstalment but Carl did not supply any chocolates to England,informingArt that he was uncertain as to whether he would ever be able to supplythe full one tonne of chocolates as required under the contract.
Required:
AdviseArt as to what action he can take under the UN Convention on Contractsfor the International Sale of Goods, paying particular attention to theeffect of Article 73 of the Convention.
(10 Marks)
9 FlopLtd was in financial difficulties. In January, in order to raisecapital it issued 10,000 $1 shares to Gus, but only asked him to pay 75cents per share at the time of issue. The directors of Flop Ltd intendedasking Gus for the other 25 cents per share at a later date. However,in June it realised that it needed even more than the $2,500 it couldraise from Gus’s existing shareholding. So in order to persuade Gus toprovide the needed money Flop Ltd told him that if he bought a further10,000 shares he would only have to pay a total of 50 cents for each $1share, and it would write off
the money owed on the original sharepurchase.Gus agreed to this, but the injection of cash did not save Flopand in December it went into insolvent liquidation, owing aconsiderable amount of money.
Required:
Explain any potential liability that Gus might have on the shares he holds in Flop Ltd.
(10 marks)

10 In January the board of directors of Huge plc decided to make a take over bid for Large plc. After the decision was taken, but before it is announced the following chain of events occurs:
(i) Slye a director of Huge plc buys shares in Large plc;
(ii) Slye tells his friend Mate about the likelihood of the take-over and Mate buys shares in Large plc;
(iii) at a dinner party Slye, without actually telling him about the take-over proposal, advises his brother Tim to buy shares in Large plc and Tim does so.
Required:
Consider the legal position of Slye, Mate and Tim under the law relating to insider dealing.
(10 marks)

1
8–10 Good explanation of the two organisations.
5–7 Sound explanation but lacking in detail or perhaps slightly unbalanced.
0–4 Weak explanation or very unbalanced in that the answer only deals with one type.
2
8–10Good explanation of the grounds and procedure for challenging anarbitrator’s appointment. Reference to the provisions of the Model Lawwill be expected.
5–7 Fair understanding perhaps lacking in detail or reference to the Model Law.
0–4 Very unbalanced answer or lacking any detailed explanation.
3
Thisquestion requires candidates to explain the rules relating to theconcept of acceptance under the UN Convention on Contracts for theInternational Sale of Goods.
8–10 Good explanation of the meaning acceptance with reference to the appropriate Articles.
5–7 Fair explanation of the meaning but perhaps lacking in detail or examples.
0–4 Very unbalanced answer or lacking any detailed explanation.
4
Thisquestion requires candidates to explain the rules relating to thepreservation of goods under the UN Convention on Contracts for theInternational Sale of Goods.
8–10 Good explanation of rules with reference to the appropriate Articles.
5–7 Fair explanation of the obligations but perhaps lacking in detail or examples.
0–4 Very unbalanced answer or lacking any detailed explanation.
5
8–10Good to complete answer which shows a knowledge of the meaning andeffect of the two types of authority. It is likely that case authoritywill be provided, and they will be rewarded accordingly.
5–7 Fair explanation of the two types of authority but perhaps lacking in detail, or only dealing with two types.
0–4Some basic knowledge of what is meant by the terms, but no real depthof understanding. Perhaps an unbalanced answer that only deals with onepart of the question.

6
8–10 A good treatment of all three types of meeting, probably, although not necessarily, with reference to statutory provisions.
5–7 A sound understanding of the area, although perhaps lacking in detail.
2–4 Some understanding of the area, but lacking in detail, perhaps failing to deal with one type of meeting.
0–1 Little or no knowledge of the area.

7
8–10 A good explanation of the meaning of corporate governance generally and the roles of the two types of directors in particular. Reference might well be made to the OECD or the Combined Code.
5–7 A sound understanding of the area, although perhaps lacking in detail.
2–4 Some understanding of the area, but lacking in detail, perhaps failing to deal the relationship of the two group of directors.
0–1 Little or no knowledge of the area.

8
8–10 A good analysis of the scenario with a understanding and application of the law, with detailed reference to the convention.
5–7 Some understanding of the situation but perhaps lacking in detail or reference to the convention.
0–4 Weak answer lacking in knowledge or application, with little or no reference to the convention.

9
8–10 A complete answer, highlighting and dealing with all of the issues presented in the problem scenario. It is most likely that cases and statutory provisions will be referred to, and they will be credited.
5–7 An accurate recognition of the problems inherent in the question, together with an attempt to apply the appropriate legal rules to the situation.
2–4 An ability to recognise some, although not all, of the key issues and suggest appropriate legal responses to them. A recognition of the area of law but no attempt to apply that law.
0–1 Very weak answer showing no, or very little, understanding of the question.

10
8–10 A good analysis of the scenario with a clear explanation of the law relating to the insider dealing, with detailed reference to statutory provisions.
5–7 Some understanding of the situation but perhaps lacking in detail or reference to the statutes.
0–4 Weak answer lacking in knowledge or application, with little or no reference to the statute.