ACCA考试时间几个小时？每科考试时间一样吗？

正确答案：

The essential issues to be disentangled from the problem scenario relate to breach of contract and the remedies available for such breach.
There seems to be no doubt that there is a contractual agreement between Arti and Bee Ltd. Normally breach of a contract occurs where one of the parties to the agreement fails to comply, either completely or satisfactorily, with their obligations under it. However, such a definition does not appear to apply in this case as the time has not yet come when Arti has to produce the text. He has merely indicated that he has no intention of doing so. This is an example of the operation of the doctrine of anticipatory breach.
This arises precisely where one party, prior to the actual due date of performance, demonstrates an intention not to perform. their contractual obligations. The intention not to fulfil the contract can be either express or implied.
Express anticipatory breach occurs where a party actually states that they will not perform. their contractual obligations (Hochster v De La Tour (1853)). Implied anticipatory breach occurs where a party carries out some act which makes performance impossible
Omnium Enterprises v Sutherland (1919)).
When anticipatory breach takes place the innocent party can sue for damages immediately on receipt of the notification of the other party’s intention to repudiate the contract, without waiting for the actual contractual date of performance as in Hochster v De La Tour. Alternatively, they can wait until the actual time for performance before taking action. In the latter instance, they are entitled to make preparations for performance, and claim the agreed contract price (White and Carter (Councils) v McGregor (1961)).
It would appear that Arti’s action is clearly an instance of express anticipatory breach and that Bee Ltd has the right either to accept the repudiation immediately or affirm the contract and take action against Arti at the time for performance (Vitol SA v Norelf Ltd (1996)). In any event Arti is bound to complete his contractual promise or suffer the consequences of his breach of contract.
Remedies for breach of contract

(i) Specific performance It will sometimes suit a party to break their contractual obligations, even if they have to pay damages. In such circumstances the court can make an order for specific performance to require the party in breach to complete their part of the contract. However, as specific performance is not available in respect of contracts of employment or personal service Arti cannot be legally required to write the book for Bee Ltd (Ryan v Mutual Tontine Westminster Chambers Association (1893)). This means that the only remedy against Arti lies in the award of damages.
(ii) Damages A breach of contract will result in the innocent party being able to sue for damages.
Bee Ltd, therefore, can sue Bob for damages, but the important issue relates to the extent of such damages.
The estimation of what damages are to be paid by a party in breach of contract can be divided into two parts: remoteness and measure.
Remoteness of damage
The rule in Hadley v Baxendale (1845) states that damages will only be awarded in respect of losses which arise naturally, or which both parties may reasonably be supposed to have contemplated when the contract was made, as a probable result of its breach.

The effect of the first part of the rule in Hadley v Baxendale is that the party in breach is deemed to expect the normal consequences of the breach, whether they actually expected them or not. Under the second part of the rule, however, the party in breach can only be held liable for abnormal consequences where they have actual knowledge that the abnormal consequences might follow (Victoria Laundry Ltd v Newham Industries Ltd (1949)).

Measure of damages
Damages in contract are intended to compensate an injured party for any financial loss sustained as a consequence of another party’s breach. The object is not to punish the party in breach, so the amount of damages awarded can never be greater than the actual loss suffered. The aim is to put the injured party in the same position they would have been in had the contract been properly performed. In order to achieve this end the claimant is placed under a duty to mitigate losses. This means that the injured party has to take all reasonable steps to minimise their loss (Payzu v Saunders (1919)). Although such a duty did not appear to apply in relation to anticipatory breach as decided in White and Carter (Councils) v McGregor (1961)(above).
Applying these rules to the fact situation in the problem it is evident that as Arti has effected an anticipatory breach of his contract with Bee Ltd he will be liable to them for damages suffered as a consequence, if indeed they suffer damage as a result of his breach. As Bee Ltd will be under a duty to mitigate their losses, they will have to commit their best endeavours to find someone else to produce the required text on time. If they can do so at no further cost then they would suffer no loss, but any additional costs in producing the text will have to be borne by Arti.
However, if Bee Ltd is unable to produce the required text on time the situation becomes more complicated.
(i) As regards the profits from the contract to supply the accountancy body with all its text, the issue would be as to whether this was normal profit or amounted to an unexpected gain, as it was not part of Bee Ltd’s normal market when the contract was signed. If Victoria Laundry Ltd v Newham Industries Ltd were to be applied it is unlikely that Bee Ltd would be able to claim that loss of profit from Arti. However, it is equally plausible that the contract was an ordinary commercial one and that Arti would have to recompense Bee Ltd for any losses suffered from its failure to complete contractual performance.
(ii) As for the extensive preliminary expenses Arti would certainly be liable for them, as long as they were in the ordinary course of Bee Ltd’s business and were not excessive (Anglia Television v Reed (1972)).

正确答案：
(b) Developing a shared culture will be one of the key determinants of whether the anticipated benefits of the acquisition actually
materialise. Due diligence procedures before the merger should have established the key people issues. This will include
reviewing the two management styles and cultures. Clearly these are very different, looking at internal communication pre
and post acquisition, understanding the nature of reward systems in the firm to be acquired, assessing the nature of training
programmes in the firm both before and after the acquisition and attempting to gauge existing employee attitudes towards
Papier Presse and the likely reaction to the acquisition. Reviewing areas where there have been significant staff problems and
consequent negotiations will also be an important clue as to employee attitudes and morale. ‘Hard’ people issues including
pensions, management rewards, health insurance and redundancy terms will need to be realistically assessed and the
implications for both the price paid for the company and subsequent integration fully understood. All too often the compelling
strategic vision for the enlarged company ignores the people costs involved and the time needed to develop shared HR
systems.
Many models on culture and culture management could help to achieve a successful transition. Mintzberg’s cultural or
organisational configuration model, which would facilitate an understanding of the difference in structures and systems, could
be a useful starting point. DPP comes from a divisionalised company where the middle line managers are given considerable
autonomy in achieving agreed levels of performance. Papier Presse, with its dominance by family ownership and
management, could be argued to be entrepreneurial in character, where the owner/managers at the strategic apex of the
company operate a ‘hands-on’ approach and direct control of subordinates. Reconciling these different cultures and structures
will not be an easy task.
Lewin’s 3-step model of change can be used in helping a positive culture emerge from the combining of the two companies.
There is a need to unfreeze the current situation in which employees of both organisations are likely to be reluctant or resistant
to change. There needs to be a clear understanding of who does what in the new organisation – leadership and the role of
the French owners will be a critical factor in successfully changing the culture. Robbins emphasises the need for positive top
management role models in promoting and communicating the need for a change in culture. Policies to affect change on both
the hard and soft factors referred to above need to be in place to move the integration forward. A clear timescale and vision
for change will be a key part of the change process. Finally the systems will need to be in place to re-freeze or rather reinforce
the attitudes and behaviours necessary to achieve success in the merged organisation. Operating across national borderscreates real culture issues to be solved as shown in studies by Hofstede and Bartlett and Ghoshal.

正确答案：
(c) (i) The proposed transaction broadly falls under the ‘paper for paper’ rules. Where this is the case, chargeable gains do not
arise. Instead, the new holding stands in the shoes (and inherits the base cost) of the original holding.
The company issuing the new shares must:
(i) end up with more than 25% of the ordinary share capital or a majority of the voting power of the old company,
OR
(ii) make a general offer to shareholders in the old company with a condition which would give the acquiring company
control of the company if accepted.
The exchange must be for bona fide commercial reasons and not have as its main purpose (or one of its main purposes)
the avoidance of capital gains tax or corporation tax.
The issue of shares by Bold plc satisfies these conditions, thus Damian, as a shareholder of Linden Limited, will not be
taxed on the exchange of shares.

正确答案：

 

■ The discontinuation of the product line after the balance sheet date provides additional evidence that, as at the
balance sheet date, it was of poor quality. Therefore, as at the balance sheet date:
– an allowance (‘provision’) may be required for credit notes for returns of products after the year end that were
sold before the year end;
– goods returned to inventory should be written down to net realisable value (may be nil);
– any plant and equipment used exclusively in the production of the petcare range of products should be tested
for impairment;
– any material contingent liabilities arising from legal claims should be disclosed.
(ii) Audit evidence
■ A copy of Seymour’s announcement (external ‘press release’ and any internal memorandum).
■ Credit notes raised/refunds paid after the year end for faulty products returned.
■ Condition of products returned as inspected during physical attendance of inventory count.
■ Correspondence from customers claiming reimbursement/compensation for poor quality.
■ Direct confirmation from legal adviser (solicitor) regarding any claims for customers including estimates of possible
payouts.