ACCAF4公司法和商法考试大纲

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1、ACCAF4公司法和商法考试大纲ACCAAll 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 wha

2、t 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 underpinnedby other papers such as

3、 Advanced PerformanceManagement by Performance Management. Theselinks are shown as solid line arrows. Other papersonly have indirect relationships with each othersuch as links existing between the accounting andauditing papers. The links between these are shownas dotted line arrows. This diagram ind

4、icates whereyou are expected to have underpinning knowledgeand where it would be useful to review previouslearning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of thepaper and indicates in the broadest sense thecapabilities to be developed within th

5、e paper.Main capabilitiesThis paper s aim is broken down into several maincapabilities which divide the syllabus and studyguide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links betweenthe main capabilities（sections ） of the syllabus andsh

6、ould be used as an aid to planning teaching andlearning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus isstructured and how the main capabilities are linked.The rationale also explains in further detail what theexamination intends to assess and why.Detailed syl

7、labusThis 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 mai

8、n document that students, learningand content providers should use as the basis oftheir studies, instruction and materials.Examinations will be based on the detail of thestudy guide which comprehensively identifies whatcould be assessed in any examination session.The study guide is a precise reflect

9、ion andbreakdown of the syllabus. It is divided into sectionsbased on the main capabilities identified in thesyllabus. These sections are divided into subjectareas which relate to the sub-capabilities includedin the detailed syllabus. Subject areas are brokendown into sub-headings which describe the

10、 detailedoutcomes that could be assessed in examinations.These outcomes are described using verbsindicating what exams may require students todemonstrate, and the broad intellectual level atwhich these may need to be demonstrated（*see intellectual levels below INTELLECTUAL LEVELS）。The syllabus is de

11、signed to progressively broadenand deepen the knowledge, skills and professionalvalues demonstrated by the student on their waythrough the qualification.The specific capabilities within the detailedsyllabuses and study guides are assessed at one ofthree intellectual or cognitive levels:? ACCA 2014 A

12、ll rights reserved.2Level 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

13、 area in the detailed study guideincluded in this document is given a 1, 2, or3 superscript, denoting intellectual level, marked atthe end of each relevant line. This gives anindication of the intellectual depth at which an areacould be assessed within the examination. However,while level 1 broadly

14、equates with the Knowledgemodule, level 2 equates to the Skills module andlevel 3 to the Professional level, some lower levelskills can continue to be assessed as the studentprogresses through each module and level. Thisreflects that at each stage of study there will be arequirement to broaden, as w

15、ell as deepencapabilities. It is also possible that occasionallysome higher level capabilities may be assessed atlower levels.LEARNING HOURS AND EDUCATIONRECOGNITIONThe ACCA qualification does not prescribe orrecommend any particular number of learning hoursfor examinations because study and learnin

16、gpatterns and styles vary greatly between people andorganisations. This also recognises the widediversity of personal, professional and educationalcircumstances in which ACCA students findthemselves.As a member of the International Federation ofAccountants, ACCA seeks to enhance the educationrecogni

17、tion of its qualification on both national andinternational education frameworks, and witheducational authorities and partners globally. Indoing so, ACCA aims to ensure that its qualificationsare recognized and valued by governments,regulatory authorities and employers across allsectors. To this end

18、, ACCA qualifications arecurrently recognized on the education frameworks inseveral countries. Please refer to your nationaleducation framework regulator for furtherinformation.Each syllabus contains between 23 and 35 mainsubject area headings depending on the nature ofthe subject and how these area

19、s have been brokendown.GUIDE TO EXAM STRUCTUREThe structure of examinations varies within andbetween modules and levels.The Fundamentals level examinations contain100% compulsory questions to encouragecandidates to study across the breadth of eachsyllabus.The Knowledge module is assessed by equivale

20、nttwo-hour paper based and computer basedexaminations.The Skills module examinations F5-F9 are all paperbased three-hour papers containing a mix ofobjective and longer type questions. The Corporateand Business Law（F4） paper is a two- hourcomputer based objective test examination which isalso availab

21、le as a paper based version from theDecember 2014 examination session.The Professional level papers are all three-hourpaper based examinations, all containing twosections. Section A is compulsory, but there will besome choice offered in Section B.For all three hour examination papers, ACCA hasintrod

22、uced 15 minutes reading and planning time.This additional time is allowed at the beginning ofeach three-hour examination to allow candidates toread the questions and to begin planning theiranswers before they start writing in their answerbooks. This time should be used to ensure that allthe informat

23、ion and exam requirements are properlyread and understood.During reading and planning time candidates mayonly annotate their question paper. They may notwrite anything in their answer booklets until told todo so by the invigilator.The Essentials module papers all have a Section Acontaining a major c

24、ase study question with allrequirements totalling 50 marks relating to thiscase. Section B gives students a choice of two fromthree 25 mark questions.? ACCA 2014 All rights reserved.3Section A of both the P4 and P5 Options paperscontain one 50 mark compulsory question, andSection B will offer a choi

25、ce of two from threequestions each worth 25 marks each.Section A of each of the P6 and P7 Options paperscontains 60 compulsory marks from two questions;question 1 attracting 35 marks, and question 2attracting 25 marks. Section B of both theseOptions papers will offer a choice of two from threequesti

26、ons, with each question attracting 20 marks.All Professional level exams contain fourprofessional marks.The pass mark for all ACCA Qualificationexamination papers is 50%.GUIDE TO EXAMINATION ASSESSMENTACCA reserves the right to examine anythingcontained within the study guide at any examinationsessi

27、on. This includes knowledge, techniques,principles, theories, and concepts as specified.For the financial accounting, audit and assurance,law and tax papers except where indicatedotherwise, ACCA will publish examinabledocuments once a year to indicate exactlywhat regulations and legislation could po

28、tentially beassessed within identified examination sessionsFor paper based examinations regulation issued orlegislation passed on or before 31st August annually,will be examinable from 1st September of thefollowing year to 31st August t of the year after that.Please refer to the examinable documents

29、 for thepaper （ where relevant ） for further information.Regulation issued or legislation passed inaccordance with the above dates may beexaminable even if the effective date is in the future.The term issued or passed relates to whenregulation or legislation has been formally approved.The term effec

30、tive relates to when regulation orlegislation must be applied to an entity transactionsand business practices.The study guide offers more detailed guidance onthe depth and level at which the examinabledocuments will be examined. The study guideshould therefore be read in conjunction with theexaminab

31、le documents list.? ACCA 2014 All rights reserved.4 SyllabusAIMTo develop knowledge and skills in the understanding of the general legal framework, andof specific legal areas relating to business,recognising the need to seek further specialist legaladvice where necessary.MAIN CAPABILITIESOn successf

32、ul completion of this paper candidatesshould be able to:A Identify the essential elements of the legalsystem, including the main sources of lawB Recognise and apply the appropriate legalrules relating to the law of obligationsC Explain and apply the law relating toemployment relationshipsD Distingui

33、sh between alternative forms andconstitutions of business organisationsE Recognise and compare types of capitaland the financing of companiesF Describe and explain how companies aremanaged, administered and regulatedG Recognise the legal implications relating toinsolvency lawH Demonstrate an underst

34、anding of corporateand fraudulent behaviour.RELATIONAL DIAGRAM OF MAIN CAPABILITIES（A） Essential elements of the legal system（B） The law ofobligations（E）Capital and thefinancing ofcompanies（H） Corporate fraudulent and criminal behaviour（ F）Management,administrationand regulation ofcompanies（C）Employ

35、ment law C ）（D） The formation and constitutionof business organisations（G） Insolvency lawFR （F7）CR （P2）CL （F4） AA （F8）? ACCA 2014 All rights reserved.5 RATIONALECorporate and Business Law is divided into eight areas. The syllabus starts with an introduction to the overall English legal system such a

36、s 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 profess

37、ionals. These are the lawrelating to employment and the law relating tocompanies. These laws include the formation andconstitution of companies, the financing ofcompanies and types of capital, and the day-to-daymanagement, the administration and regulation ofcompanies and legal aspects of insolvency

38、 law.The final section links back to all the previous areas.This section deals with corporate fraudulent andcriminal behaviour.DETAILED SYLLABUSA Essential elements of the legal system1. Law and the legal system2. Sources of law1. Formation of contract2. Content of contracts3. Breach of contract and

39、 remedies4. The law of torts and professional negligence C Employment law1. Contract of employment2. Dismissal and redundancyD The formation and constitution of businessorganisations1. Agency law2. Partnerships3. Corporations and legal personality4. The formation and constitution of a company E Capi

40、tal and the financing of companies1. Share capital2. Loan capital3. Capital maintenance and dividend lawF Management, administration and the regulation of companies1. Company directors2. Other company officers3. Company meetings and resolutions G Insolvency law1. Insolvency and administrationH Corpo

41、rate fraudulent and criminal behaviour1. Fraudulent and criminal behaviour? ACCA 2014 All rights reserved.6APPROACH TO EXAMINING THE SYLLABUSThe syllabus is assessed by a two-hour paper-basedexamination.- 25 x 2 mark objective test questions 50%- 20 x 1 mark objective questions 20%- 5 x 6 mark multi

42、-task question 30%100%.All questions are compulsory.NOTE ON CASE LAWCandidates should support their answers on the paper- based multi-task questions with analysisreferring to cases or examples. There is no need todetail the facts of the case. Remember, it is thepoint of law that the case establishes

43、 that isimportant, although knowing the facts of cases canbe helpful as sometimes questions include scenariosbased on well-known cases. Further it is notnecessary to quote section numbers of Acts.? ACCA 2014 All rights reserved.7Study GuideA ESSENTIAL ELEMENTS OF THE LEGAL SYSTEM1. Law and the legal

44、 systema） Define law and distinguish types of law.1 b） Explain the structure and operation of the courts.12. Sources of lawa） Explain what is meant by case law andprecedent.1b） Explain legislation and evaluate delegatedlegislation.1c） Illustrate the rules and presumptions used bythe courts in interp

45、reting statutes.1d） Identify the concept and impact of humanrights law.1B THE LAW OF OBLIGATIONS1. Formation of contracta） Analyse the nature of a simple contract.2b） Explain the meaning of an offer and distinguishit from an invitation to treat.2c） Explain the termination of an offer.（ 2）d） Explain

46、the meaning and consequence ofacceptance.2e） Explain the need for consideration.2f） Explain adequacy and sufficiency ofconsideration.2g） Analyse the doctrine of privity.2h） Distinguish the presumptions relating tointention to create legal relations.22. Content of contractsa） Distinguish terms from m

47、ere representations.1b） Define the various contractual terms.1c） Explain the effect of exclusion clauses andevaluate their control.23. Breach of contract and remediesa） Explain the ways in which a contract may bedischarged.（ 2）b） Explain the meaning and effect of breach ofcontract.2c） Explain the ru

48、les relating to the award ofdamages.2d） Analyse the equitable remedies for breach ofcontract.24. The law of torts and professional negilgence a） Explain the meaning of tort.2b） Explain the tort ofpassing off. 2c） Explain the tort of negligence including theduty of care and its breach.2d） Explain the

49、 meaning of causality andremoteness of damage.2e） Discuss defences to actions in negligence.2f） Explain and analyse the duty of care ofaccountants and auditors.（ 2）C EMPLOYMENT LAW1. Contract of employmenta） Distinguish between employees and the selfemployed.2b） Explain the nature of the contract of

50、employment and common law and statutoryduties placed on the employer and employee.2? ACCA 2014 All rights reserved.82. Dismissal and redundancya） Explain termination of employment by notice.2 b） Distinguish between summary and constructivedismissal.2c） Explain wrongful dismissal.2d） Explain unfair d

51、ismissal, including theprocedure, and fair and unfair reasons fordismissal.2e） Discuss the remedies available to those whohave been subject to unfair dismissal.2f） Explain what is meant by redundancy.2D THE FORMATION AND CONSTITUTION OFBUSINESS ORGANISATIONS1. Agency lawa） Define the role of the age

52、nt and give examplesof such relationships paying particular regardto partners and company directors.2b） Explain the formation of the agencyrelationship.2c） Define the authority of the agent.2d） Explain the potential liability of both principaland agent.22. Partnershipsa） Demonstrate a knowledge of t

53、he legislationgoverning the partnership, both unlimited andlimited.1b） Discuss the formation of a partnership .2c） Explain the authority of partners in relation topartnership activity.2d） Analyse the liability of various partners forpartnership debts.2e） Explain the termination of a partnership, and

54、partners subsequent rights and liabilities.23. Corporations and legal personalitya） Distinguish between sole traders, partnershipsand companies.1b） Explain the meaning and effect of limitedliability.2c） Analyse different types of companies,especially private and public companies.2d） Illustrate the effect of separate personality andthe veil of incorporation.2e） Recognise instances w