ACCA考试《公司法与商法》章节练习(2020-08-12)

发布时间：2020-08-12

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Question:

In the context of payment for shares issued by a company, explain the meaning and legal effect of the following:

(a)capital maintenance;

(b)issuing shares at a premium;

(c)issuing shares at a discount.

Answer:

(a)Shareholders in limited liability companies enjoy the benefit of limited liability and usually cannot be required to pay more than the value of the shares they take in their company. However, that privilege is only extended to them on the basis that they fully subscribe to the company‘s capital. In turn, that capital is seen as a fund against which creditors can claim in the event of a dispute. Capital maintenance refers to the way in which the capital fund of limited liability companies can be used and, most essentially, reduced. The fundamental rule is that payments may not be improperly made out of capital to the detriment of the company‘s creditors. To that end, company law lays out rules as to what may be considered proper payment from capital and, in particular, establishes clear rules relating to the payment of dividends and the ways in which capital can be reduced.

(b)It is possible, and not at all uncommon, for a company to require prospective subscribers to pay more than the nominal value of the shares they subscribe for. This is especially the case when the market value of the existing shares are trading at above the nominal value. In such circumstances the shares are said to be issued at a premium, the premium being the value received over and above the nominal value of the shares. Section 610 CA 2006 provides that any such premium received must be placed in a share premium account. The premium obtained is regarded as equivalent to capital and, as such, there are limitations on how the fund can be used. Section 610 provides that the share premium account can be used for the following limited purposes:

(i)to write off the expenses, commission or discount incurred in any issue of the shares in question;

(ii)to pay up bonus shares to be allotted as fully paid to members.

Section 687 also allows for the share premium account to be used to finance the payment due for any premium due on the redemption of redeemable shares.

Applying the rules relating to capital maintenance, it follows that what the share premium account cannot be used for is to pay dividends to the shareholders. The rules relating to share premiums apply whether the issue is for cash or otherwise and so a share premium account can arise where shares are issued in exchange for property which is worth more than the par value of the shares (Shearer v Bercain Ltd (1980)). In the light of that case, relief from the strict application of the rules relating to premium was introduced in the case of certain company group reconstructions (s.611 CA 2006) and company mergers (s.612 CA 2006).

(c)It is a long-established rule that companies are not permitted to issue shares for a consideration which is less than the nominal value of the shares together with any premium due. The strictness of this rule may be seen inOoregum Gold Mining Co of India v Roper (1892). In that case the shares in the company, although nominally ￡1, were trading at 12·5p. In an honest attempt to refinance the company, new ￡1 preference shares were issued and credited with 75p already paid (note the purchasers of the shares were actually paying twice the market value of the ordinary shares). When, however, the company subsequently went into insolvent liquidation, the holders of the new shares were required to pay a further 75p. This common law rule is now given statutory effect in s.580 CA 2006. If a company does enter into a contract to issue shares at a discount, it will not be able to enforce this against the proposed allottee. However, anyone who takes shares without paying the full value, plus any premium due, is liable to pay the amount of the discount as unpaid share capital, together with interest at 5% (s.580(2)/CA 2006). Also any subsequent holder of such a share who was aware of the original underpayment will be liable to make good the shortfall (s.588 CA 2006).

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下面小编为大家准备了 ACCA考试 的相关考题，供大家学习参考。

3 Better budgeting in recent years may have been seen as a movement from ‘incremental budgeting’ to alternative

budgeting approaches.

However, academic studies (e.g. Beyond Budgeting – Hope & Fraser) argue that the annual budget model may be

seen as (i) having a number of inherent weaknesses and (ii) acting as a barrier to the effective implementation of

alternative models for use in the accomplishment of strategic change.

Required:

(a) Identify and comment on FIVE inherent weaknesses of the annual budget model irrespective of the budgeting

approach that is applied. (8 marks)

正确答案：
(a) The weaknesses of traditional budgeting processes include the following:
– many commentators, including Hope and Fraser, contend that budgets prepared under traditional processes add little
value and require far too much valuable management time which would be better spent elsewhere.
– too heavy a reliance on the ‘agreed’ budget has an adverse impact on management behaviour which can become
dysfunctional having regard to the objectives of the organisation as a whole.
– the use of budgeting as base for communicating corporate goals, setting objectives, continuous improvement, etc is seen
as contrary to the original purpose of budgeting as a financial control mechanism.
– most budgets are not based on a rational causal model of resource consumption but are often the result of protracted
internal bargaining processes.
– conformance to budget is not seen as compatible with a drive towards continuous improvement.
– budgeting has an insufficient external focus.

(b) Using models where appropriate, what are likely to be the critical success factors (CSFs) as the business

grows and develops? (10 marks)

正确答案：
(b) David even at this early stage needs to identify the critical success factors and related performance indicators that will show
that the concept is turning into a business reality. Many of the success factors will be linked to customer needs and
expectations and therefore where David’s business must excel in order to outperform. the competition. As an innovator one of
the critical success factors will be the time taken to develop and launch the new vase. Being first-to-market will be critical for
success. His ability to generate sales from demanding corporate customers will be a real indicator of that success. David will
need to ensure that he has adequate patent protection for the product and recognise that it will have a product life cycle.
There look to be a number of alternative markets and the ability to customise the product may be a CSF. Greiner indicates
the different stages a growing business goes through and the different problems associated with each stage. One of David’s
key problems will be to decide what type of business he wants to be. From the scenario it looks as if he is aiming to carry
out most of the functions himself and there is a need to decide what he does and what he gets others to do for him. Indeed
the skills he has may be as an innovator rather than as someone who carries out manufacture, distribution, etc. Gift Designs
may develop most quickly as a firm that creates new products and then licences them to larger firms with the skills to
penetrate the many market opportunities that are present. It is important for David to recognise that turning the product
concept into a viable and growing business may result in a business and a business model very different to what he
anticipated. Gift Designs needs to have the flexibility and agility to take advantage of the opportunities that will emerge over
time.

(d) Discuss the main benefits that might accrue from the successful implementation of a Total Quality

Management programme by the management of the combined entity. (5 marks)

正确答案：
(d) The benefits that might accrue from the successful implementation of a Total quality management programme by the
management of the combined entity include the following:
– There will be an increased awareness of all personnel within Quicklink Ltd of the need to establish a ‘quality culture’
within the company which will provide a basis of improved performance throughout the organisation.
– The successful adoption of a TQM philosophy would ensure that there is a real commitment to ‘continuous improvement’
in all processes.
– It would place a greater focus on customer satisfaction since at the heart of any TQM programme is a deep-seated
commitment to the satisfaction of every customer.
– There would be a greater emphasis upon teamwork which would be used in a number of forms e.g. quality circles which
could be established with a view to improving performance within every area of the business. The fostering of team spirit
will also improve communication within Quicklink Ltd.
– A major characteristic of a TQM programme is process-redesign which is used to simplify processes, systems,
procedures and the organisation itself. In this respect the adoption of a TQM philosophy will be invaluable since the
integration of the Quicklink Ltd and Celer Transport businesses will require, of necessity, a detailed review of those
processes currently employed.
– The adoption of a TQM philosophy will necessitate the monitoring of quality costs in order to measure whether the
objective of continuous improvement is being achieved. In this respect the aim will be to eliminate internal failure costs
such as late deliveries and lost items which are clearly detrimental to a business which operates in the transport and
haulage industry.

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