®无忧考网整理了2011年6月份ACCA《F4公司法与商法》大纲，该大纲和学习指南旨在帮助考生规划学习，并为每一部分的考点提供详细的信息。
APPROACH TO EXAMINING THE SYLLABUS
The syllabus is assessed by a three hour paper-based examination.The examination consists of seven 10 mark questions,assessing knowledge of the law,and three 10 mark application questions.
NOTE ON CASE LAW
Candidates should support their answers with analysis 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 Guide
A ESSENTIAL ELEMENTS OF THE LEGAL SYSTEM
1. Court structure
a)Explain the structure of the courts.
b)Explain the court jurisdiction for civil cases,including territorial jurisdiction,jurisdiction by forum level,exclusive jurisdiction,transfer of jurisdiction and designation of jurisdiction.
2.Sources of law and the relevant law-making authorities
a)Explain the different levels of law and regulations and their law-making authorities.
b)Understand the functions of the administrative regulations in business operation of China.
3.Judicial interpretations by the Supreme People‘s Court especially those interpretations relevant to contract law and company law
a)Understand the role of judicial interpretation.
b)Explain the importance of judicial interpretation in relation to business law.
B PROPERTY LAW
1.General principles of property law
a)Understand the registration of immovables and its legal effect.
b)Understand modification of registration of immovables
c)Understand the rule of property right on delivery of movables.
d)Understand the rules on the expropriation of property rights.
2.Ownership
a)Understand the protection of property rights.
b)Understand the various rights of the property owner.
c)Understand state ownership,collective ownership and private ownership.
d)Understand the divided co-ownership interest in buildings.
e)Understand the neighbouring relations.
f)Understand co-ownership.
g)Understand the special rule as to acquisition of ownership.
3.Usufructuary right
a)Explain the definition of usufruct rights.
b)Explain the right to land construction management.
c)Explain the right to the use of construction land.
d)Understand the definition of easement and the exercise of easement.
4.Security interests
a)Understand the general rules as to security interests.
b)Explain the general mortgage and the properties allowed to be mortgaged and the registration of mortgage.
c)Explain the effect of mortgage and the exercise of mortgage rights.
d)Explain the maximum amount mortgage.
e)Explain the rules on pledge of movables and pledge of rights.
f)Explain the rules on lien and understand its legal effect in relation to other forms of security interests.
C LABOUR CONTRACT LAW
1.Formation of labour contract and effect of labour contract
a)Explain the rules on formation of labour contract.
b)Explain the compulsory provisions for labour contract.
c)Explain the rules on the effect of labour contract.
2.Various forms of labour contract and compulsory provisions of labour contract
a)Explain the fixed term labour contract,non- fixed term labour contract and fixed term contract for the completion of certain work assignments.
b)Explain the rules on a non-competition clause in a labour contract.
c)Understand the rules on clauses concerning probation,training and confidentiality obligation in labour contract.
3.Dissolution and termination of a labour contract
a)Explain the rules on the dissolution of a labour contract by employees.
b)Explain the rules on the dissolution of a labour contract by employers.
c)Explain the conditions and procedures for employers to lay off employees.
d)Explain the rules of compensations to employees.
4.Collective labour contract and despatch of labour service
a)Understand the collective labour contract.
b)Understand the rules on despatch of labour service(labour secondment).
5.Legal liabilities
a)Explain the various administrative liability of employers for violation of Labour Contract Law.
b)Explain the circumstances resulting to criminal liability for an employer.
D LAW OF CONTRACT
1.Formation of contract
a)Define the terms offer and acceptance……
b)Explain the formation of contract and the legal requirements for one to come into effect.
2.Validity of contract
a)Explain the effect of standard contract and standard clauses.
b)Discuss void and voidable contract and their legal consequences.
3.Performance of contract and various demur rights
a)Understand the demur right for simultaneous performance.
b)Understand the demur right for advance performance.
c)Understand the demur right for suspension of performance.
4.Rights of subrogate,off-setting and cancellation
a)Understand right of subrogate.
b)Understand right of off-setting.
c)Understand right of cancellation.
5.Transfer of contract
a)Explain the conditions for transfer of contractual rights and obligations.
b)Explain the legal consequences of transfer of contract.
6.Termination of contract and dissolution of contract
a)Explain the various circumstances resulting in the termination of a contract.
b)Explain the various conditions entitling a party to dissolve a contract.
c)Distinguish the differences between dissolution and termination.
7.Legal remedies for breach of contract
a)Explain the conditions for specific performance as a legal remedy.
b)Explain the rules relating to the award of damages.
c)Explain the rules relating to the award of liquidated damages.
d)Explain the rules relating to the dissolution of a contract.
e)Understand the rule on the deposit of subject matter.
8 Force majeure
a)Explain the term force majeure.
b)Explain conditions for claiming force majeure.
E COMPANY LAW
1.Various forms of companies
a)Explain what is a limited liability company.
b)Explain what is a sole-person limited liability company.
c)Explain what is a wholly state-owned limited liability company.
d)Explain what is a joint stock company.
2.Incorporation of companies and their Internal structures
a)Describe the conditions and procedures to incorporate various companies.
b)Explain the role and duties of company promoters.
c)Describe the major rights of shareholders of a limited liability company.
3.Registered capital and contributions of capital
a)Explain the different meaning of the registered capital under a limited liability company and a joint stock company.
b)Describe various forms of capital contribution.
c)Explain the duty of company promoters to make capital contributions.
d)Explain the doctrine of capital maintenance and capital reduction.
4.Administration of companies
a)Explain the role of directors in the operation of a company.
b)Discuss the ways in which directors are appointed,and can lose their office.
c)Explain the duties that directors owe to their companies.
d)Explain the special rules on the organisation of a joint stock company.
e)Distinguish between types of meetings:ordinary and extraordinary general meetings.
f)Explain the procedures for calling such meetings.
5.Transfer of shares and stocks
a)Explain the rules for transfer of shares of a limited liability company.
b)Explain the special rules for transfer of shares of a limited liability company through an enforcement procedure by court.
c)Explain the rules for transfer of stocks of a joint stock company.
d)Explain the rule for a shareholder to request the limited liability company to purchase the shares of the former.
6.Merger and division of companies
a)Describe different forms of company merger.
b)Explain the procedural conditions for company merger or division.
7.Accounting and dividends
a)Explain the rules governing the distribution of dividends.
b)Explain the rules governing the use of corporate funds.
F ENTERPRISE BANKRUPTCY LAW
1.Acceptance of the application for bankruptcy
a)Understand the circumstances under which a party shall apply for bankruptcy.
b)Describe the time limit and relevant procedures for court having accepted the bankruptcy application.
c)Explain the legal effect on the procedures of other cases where a court accepts the bankruptcy application.
2.Bankruptcy administrator and functions of administrators
a)Explain the qualification of bankruptcy administrators and their designation.
b)Explain the function of bankruptcy administrators.
3.Debtor's assets
a)Describe the conditions on the revocation of debtor's acts.
b)Explain the rules on the treatment of debtor‘s assets and debts.
4.Bankruptcy expenses and community liabilities
a)Explain the coverage of bankruptcy expenses.
b)Explain the coverage of community liabilities.
c)Explain the settlement of bankruptcy expenses and community liabilities.
5.Declaration of the creditor's right
a)Describe the time limit for declaration of the creditor's right.
b)Explain the rules on the various special circumstances to declare the creditor's right.
6.Creditors' meeting and creditors' committee
a)Explain the functions of creditors‘ meeting and its holding.
b)Explain the decision-making mechanism of creditors' meeting and judicial remedy.
c)Explain the duty of bankruptcy administrator to report to the creditors‘ committee.
7.Rectification and compromise
a)Understand the meaning of rectification.
b)Explain the rules on the period of rectification,formulation of rectification,approval of rectification plan and implementation of rectification plan.
c)Understand the meaning of compromise in the process of enterprise bankruptcy,explain the rules on compromise.
8. Bankruptcy liquidation
a)Explain the conditions and time limit for announcement of bankruptcy.
b)Understand the rule on conversion.
c)Explain the rules on the distribution of insolvent assets.
d)Explain the conditions and procedures for the conclusion of bankruptcy liquidation.
G SECURITIES LAW
1.Corporate bonds,convertible corporate bonds and stocks
a)Define the terms of stock and corporate bonds.
b)Explain the conditions to be met and the procedures for a company to issue stocks and corporate bonds.
c)Explain the rules relating to the various forms of underwriting stocks and corporate bonds.
2.Listing and trading of securities
a)Explain the conditions to be met for the listing and trading of stocks of a joint stock company.
b)Describe the different ways of taking over a company through the securities market.
c)Explain the disclosure and report requirements for taking over a company through the securities market.
d)Describe various illegal trading acts forbidden by law and regulations in the securities market.
e)Explain the rules for suspension and termination of trading stocks.
3.Obligations of continuous disclosure of information
a)Explain the requirement for continuous disclosure of information for a listed stock company.
b)Describe the various information regarded as the important information affecting the price of stocks in the market.
c)Explain the duty of directors and senior executives of a listed company for disclosure of information.
4.Takeover of a listed company
a)Describe various forms of takeover of a listed company.
b)Explain the obligations of report and public notice during the process of purchase of the stocks of a listed company.
c)Explain the conditions to issue a takeover offer by a purchaser and the trading restrictions during the period of takeover offer.
d)Explain the following actions to be taken after the maturity of duration for takeover of listed company.
5.Legal liabilities caused by illegal activities
a)Explain the monetary punishment to the persons or institutions in providing professional services relevant to issuing and trading of securities that violate the securities law.
b)Explain the administrative punishment of "banning access to the securities market".
c)Explain the criminal liability to the persons or institutions relation to issuing and trading of securities.
H CORPORATE BEHAVIOUR AND LEGAL LIABILITIES
1.Fraudulent behaviour in corporate management and securities transactions
a)Recognise the nature of fraudulent behaviour in corporate management and securities transactions.
b)Discuss potential criminal activity in the operation and management of companies.
2.Civil,administrative and criminal liabilities
a)Explain the civil and criminal liabilities of the controlling shareholder for abusing the doctrine of independent legal entity of company and the limited liability of shareholders.
b)Explain the civil and criminal liabilities of the controlling shareholder,directors,supervisors and senior executives for the damage of the company through affiliate trading.
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