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ACCA教材——Pilot papers for F4

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　　1 Explain the role and activities of the following organisations:

　　(a) UNCITRAL; (6 marks)

　　(b) WTO. (4 marks)

　　(10 marks)

　　2 Within the context of the UNCITRAL Model Law on International Commercial Arbitration, explain the grounds and procedure for challenging a decision of an arbitration panel.

　　(10 marks)

　　3 Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the meaning of, and the rules relating to, the concept of ‘acceptance’.

　　(10 marks)

　　4 Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the obligations placed on the contractual parties to preserve goods, in their possession, belonging to the other contractual party.

　　(10 marks)

　　5 In relation to company directors explain how the following types of authority may arise and explain the extent of the authority arising under each category:

　　(a) express authority; (3 marks)

　　(b) implied authority; (3 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)

　　(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, and relationship between, executive directors and non-executive directors. (6 marks)

　　(10 marks)

　　8 Art, a Dutch wholesaler entered into a contract with Carl, a Belgian chocolate manufacturer for the delivery of one tonne of chocolates per week at a specified price to an English retailer. The contract stated that the deliveries were to be made for a period of eight weeks, from May until the end of June.

　　During May the contract worked well, Art paid the weekly instalments and Carl delivered the chocolates to the retailer. However, in the first week in June, Art paid the usual instalment but Carl did not supply any chocolates to England,informing Art that he was uncertain as to whether he would ever be able to supply the full one tonne of chocolates as required under the contract.

　　Required:

　　Advise Art as to what action he can take under the UN Convention on Contracts for the International Sale of Goods, paying particular attention to the effect of Article 73 of the Convention.

　　(10 Marks)

　　9 Flop Ltd was in financial difficulties. In January, in order to raise capital it issued 10,000 $1 shares to Gus, but only asked him to pay 75 cents per share at the time of issue. The directors of Flop Ltd intended asking 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 could raise from Gus’s existing shareholding. So in order to persuade Gus to provide the needed money Flop Ltd told him that if he bought a further 10,000 shares he would only have to pay a total of 50 cents for each $1 share, and it would write off

　　the money owed on the original share purchase.Gus agreed to this, but the injection of cash did not save Flop and in December it went into insolvent liquidation, owing a considerable 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)