ACCA LW
ACCA Corporate and Business Law (LW) Flashcards
If you are the defendant in a civil law court case, what title is given to the other party
What principle could be described as “The cornerstone of English Law”
What is the highest court in the English legal system
“Overruling” an earlier decision means what
What word is used to describe what has happened to the original decision when a case goes to appeal and the appeal is won?
What is “distinguishing” in the context of judicial precedence
In a case where the plaintiff is referred to as “R” (eg R v Clark), who is “R”?
What is the main purpose of civil law?
Who are the usual parties in a civil action?
What is the civil standard of proof?
What is the criminal standard of proof?
What is ratio decidendi?
What is obiter dictum?
How do common-law and equitable remedies differ?
What are the three divisions of the High Court?
What is the principal role of the Crown Court?
What is the principal role of magistrates’ courts?
Where do most ordinary civil claims begin?
What are the current civil case-management tracks?
What is the basic effect of the court hierarchy on precedent?
What is delegated legislation?
Name three common forms of delegated legislation.
What is the literal approach to statutory interpretation?
What is the golden rule?
What does the mischief rule ask the court to identify?
What is the purposive approach?
How does the Human Rights Act affect interpretation?
How is retained EU law treated in the UK after the end of 2023?
What can a court do if primary legislation cannot be interpreted compatibly with the Human Rights Act 1998?
What does the doctrine of parliamentary supremacy mean for the courts?
Why does Parliament make use of delegated legislation?
How does Parliament itself control delegated legislation?
Can a court declare legislation invalid?
What is the difference between substantive and procedural ultra vires?
What are the intrinsic (internal) aids to statutory interpretation?
What extrinsic (external) aids may a court use when interpreting a statute?
What presumptions do the courts apply when interpreting a statute?
What is the normal route of appeal in a civil case?
Is the Supreme Court bound by its own previous decisions?
Is the Court of Appeal bound by its own previous decisions?
How is the tribunal system organised, and how are tribunal decisions appealed?
Who bears the burden of proof in a criminal prosecution?
How does the terminology of a criminal case differ from that of a civil case?
What duty does section 6 of the Human Rights Act 1998 impose?
The “Boots case” illustrates what principle of law
What case would you cite as an illustration of the principle that says “An offer can be made to the World at large”?
In the definition of a contract, the word “agreement” can be divided into two distinct elements. What are those elements?
There are three essential elements of a contract. Two of them are “agreement” and “consideration”. What's the third element?
“As a general rule, an advert is taken to be an offer capable of acceptance”. Is that statement true?
The case Williams v Carwardine is a case involving an advert of a reward offered for information. This type of case is an exception to which principle?
Is it true that death of the offeror has the effect that the offer is no longer capable of acceptance
In the context of consideration, what characterises “executed consideration”
What principle did the case Chappell v Nestle establish
Performance of an existing contractual duty is not sufficient to be classed as consideration for a different contract. Which case established that principle?
Which case established the principle that acts over and above an existing natural duty already owed are sufficient to merit the title “consideration”?
What doctrine in law is illustrated by the case Central London Property Trust v High Trees House?
With reference to the doctrine of promissory estoppel, complete the following:
What is “executory consideration”
How may terms be implied into a contract
What's the main difference between a term which is a condition and a term which is a warranty
What's an innominate term
What's an “onerous term” in a contract
What are exclusion clauses used for
What is anticipatory breach
In any answer to an exam question concerning damages, two cases are always mentioned. What are they
What is the translation of “quantum meruit”
What sort of remedy is “specific performance”
What sort of remedy is “damages”
What sort of remedy is “quantum meruit”
What sort of remedy is “action of price”
What sort of remedy is “injunction”
What sort of remedy is “rescission”
What sort of remedy is “rectification”
What is a “Mareva injunction”
Assault, battery and false imprisonment are all examples of which “wrong”
What is the closest translation of “res ipsa loquitur”
What does the case Mahon v Osborne illustrate
What is the effect, in an action alleging tort, of novus actus interveniens
What principle is confirmed by the case Caparo v Dickman
“In a tort case the defence volenti non fit injuria merely requires knowledge of the risk.” True or false?
“The duty of care owed by accountants is greater when advising on take-overs than when auditing.” Is this statement true?
How does an offer differ from an invitation to treat?
What must a valid acceptance do?
When does the postal rule normally make acceptance effective?
Must consideration be adequate?
What is the general rule on past consideration?
How is intention to create legal relations presumed?
What is privity of contract?
What remedy is available for breach of a condition?
What remedy is normally available for breach of a warranty?
What is the purpose of contractual damages?
What does remoteness limit in contract damages?
What is the claimant’s duty to mitigate?
What is specific performance?
How is an enforceable liquidated-damages clause distinguished from a penalty?
What must a claimant generally establish in negligence?
What does the neighbour principle ask?
What is the ‘but for’ test?
What does remoteness mean in negligence?
What is contributory negligence?
What is volenti non fit injuria?
When may an accountant owe a third party a duty of care for a statement?
When may a third party enforce a term of a contract?
What is the effect of an unfair term under the Consumer Rights Act 2015?
What serious-harm threshold applies to a defamation claim?
What is summary dismissal?
Is summary dismissal ever justified?
If an employee is a threat to national security, would their dismissal be classed as automatically fair
“Participation in an unofficial industrial action is not an automatically fair reason for dismissal.” Is that statement true?
Which is the most common remedy awarded for unfair dismissal?
What is the difference between a contract of service and a contract for services?
How is employment status determined?
What is constructive dismissal?
What is wrongful dismissal?
What is unfair dismissal?
Name the principal remedies for unfair dismissal.
What is redundancy?
What are the minimum collective-redundancy consultation periods?
Why does it matter in practice whether a person works under a contract of service or a contract for services?
What is the control test for employment status, and what is its main weakness?
What is the integration test for employment status?
What three conditions did Ready Mixed Concrete v Minister of Pensions lay down for a contract of service?
When must an employer give a written statement of employment particulars, and who is entitled to one?
What are the main particulars a written statement of employment must contain?
What does the implied duty of mutual trust and confidence require?
Is an employer under an implied duty to provide an employee with work to do?
What are an employee's principal implied duties to the employer?
What does an employee's implied duty of fidelity cover during employment?
What minimum notice must an employer give to terminate employment?
What minimum notice must an employee give to resign?
How are damages for wrongful dismissal measured?
How long must an employee have worked before they can claim ordinary unfair dismissal?
What are the five potentially fair reasons for dismissal?
Give five examples of automatically unfair reasons for dismissal.
What is the band of reasonable responses test?
What must an employer show to dismiss fairly for misconduct under the Burchell test?
What three things must an employee prove to succeed in a constructive dismissal claim?
What steps does the ACAS Code of Practice require before a disciplinary dismissal?
What happens if an employer unreasonably fails to follow the ACAS Code of Practice?
What is the difference between reinstatement and re-engagement?
How is the basic award for unfair dismissal calculated?
How is the compensatory award for unfair dismissal assessed?
How is a statutory redundancy payment calculated, and who qualifies for one?
What happens if a redundant employee refuses an offer of alternative employment?
What is the time limit for bringing an unfair dismissal claim?
Is it true that an agency arrangement may be deemed by the Court to exist, even though the supposed principal and the supposed agent have never met nor know of each other's existence?
Where a person has, historically, been allowed to act as though they were a Chief Executive
What's another word commonly used to express “apparent” as in “apparent authority”
The case Watteau v Fenwick illustrates what point in agency law
“When a partner in a traditional partnership dies, the partnership is automatically ended”. Is this statement always true
“Under the Limited Partnerships Act of 1907, the death of a limited partner does not bring about the end of the partnership”. Is this statement true?
Is a joint venture arrangement classed as a partnership
Is it necessary for a firm registered under the Limited Liability Partnerships Act 2000 to have an annual audit?
“Insanity of a partner is an automatic ground for the dissolution of a partnership”. Is this statement true?
s it always true that a company exists from the date which is shown on
Is it always true that as soon as a company has been incorporated it may commence trading
“Where a public company enters a trading contract before it has obtained a trading certificate, the contract is void”. Is that statement true?
What does the abbreviation “plc” stand for
What does the abbreviation “ltd” stand for
What does the abbreviation “llp” stand for
There are three ways of incorporating a company. By “Royal charter” and by “registration” are two. What is the third way?
In which two ways may a member's liability be limited
Is there such a beast as an unlimited company
The case Salomon v Salomon & Co Ltd confirmed conclusively a basic principle of company law. What was that principle?
The case Gilford Motor Company v Horne is a case illustrating which principle
Define “promoter”
Complete the following sentence: “The duties owed by a promoter are collectively known as ***** duties”
What matters must be disclosed in an “Application for registration” of a new company
The constitution of a company is the combination of three elements. What are those elements?
What sort of resolution is required to alter the Articles
There is a limitation on the alterability of a company's articles.
“An alteration to the Articles allowing a majority to acquire compulsorily the shares of a minority has been shown not to be for the benefit of the company as a whole.” Is this statement true?
“At the time someone becomes a member of a company, it is as though they have entered a contract with **** and with ****.” Complete the sentence.
What sort of resolution is required if a company wishes to change the company name
What is meant by the expression “passing off” in the context of company law?
Where is the detail of quorum size specified
What is the minimum number of members required in a public company
What is the agent’s core role?
How may an agency relationship arise?
What is actual authority?
What is apparent authority?
What is ratification?
When is a disclosed principal normally bound?
When may an agent be personally liable to a third party?
How does the Partnership Act 1890 define a partnership?
Is a written partnership agreement essential?
What is each partner’s agency position?
When does a partner’s act bind the firm?
How are partners generally liable for firm debts?
Is an incoming partner liable for old partnership debts?
How does an LLP differ from a traditional partnership?
What does limited liability mean for a shareholder?
What key distinction exists between public and private companies?
Who is normally liable on a pre-incorporation contract?
What are articles of association?
When may the veil of incorporation be lifted?
When may a court pierce the corporate veil after Prest v Petrodel?
What is the limit of a member's liability in a company limited by shares
Is it possible for a member to have their liability increased even in a limited liability company
“Called-up capital and paid-up capital are two ways of saying the same thing.” Is this statement true?
A preference share has that name because of its preferential entitlements over equity shares.
How is the annual dividend on preference shares calculated, and does the level of profit affect it?
“At a general meeting of the company, the debenture holders' votes are counted before those of the equity shareholders.” Is this statement true?
How does a company reduce its share capital under the Companies Act 2006?
“In the context of shares in a company, the expressions ‘face value’, ‘par value’ and ‘nominal value’ mean the same.” Is this statement true?
“To write off preliminary and formation expenses” is one of the few allowable uses of the share premium account. Is this statement true?
“To finance the issue of fully paid bonus shares to existing members” is one of the few allowable uses of the share premium account. Is this statement true?
“To provide for the dividend payable on the 6% redeemable preference shares is one of the few allowable uses of the share premium account.” Is this statement true?
There are two statutory capital undistributable reserves. What are they?
What is a debenture?
What is a fixed charge?
What is a floating charge?
What is crystallisation of a floating charge?
When must a registrable company charge normally be registered?
What is the consequence of failing to register a registrable charge in time?
What is a negative pledge clause?
What is the capital-maintenance principle?
From what may a company normally pay dividends?
May a company issue shares at a discount to nominal value?
What happens when shares are issued at a premium?
How does a bonus issue differ from a rights issue?
How may a private company reduce its share capital?
How may a company finance a redemption or purchase of its own shares?
Which companies may hold purchased shares as treasury shares, and may new shares be issued straight into treasury?
Does Companies House registration order alone determine priority between company charges?
What rights normally attach to an ordinary (equity) share?
If the terms of issue say nothing about it, is a preference dividend cumulative?
What are class rights?
How may class rights be varied under s.630 CA 2006?
What can shareholders who object to a variation of their class rights do about it?
When may the directors of a private company allot shares without any separate authority?
How do directors obtain authority to allot shares where s.550 does not apply?
What are statutory pre-emption rights?
How can statutory pre-emption rights be excluded or disapplied?
What is the consequence of allotting shares at a discount to their nominal value?
What restrictions apply to payment for shares allotted by a public company?
What conditions must be satisfied before a company can issue redeemable shares?
When must a capital redemption reserve be created, and how is it treated?
What rights attach to shares while they are held in treasury?
What must a private company do to purchase its own shares out of capital?
Which companies are forbidden to give financial assistance for the acquisition of their own shares?
What counts as financial assistance for the acquisition of shares?
What are the consequences of paying a dividend that is not covered by distributable profits?
What is a debenture trust deed and why is one used?
State three differences between a share and a debenture.
If a company creates a fixed charge over an asset already covered by an earlier floating charge, which lender has priority?
“A company's Register of Members must be kept at the company's registered office.” Is this statement always true?
A Register of Directors shall contain what information relating to the directors
What majority is required to pass a special resolution, and how is it measured?
Within how many days must a copy of a special resolution be filed with the Registrar of Companies after being passed at a general meeting of a company?
“A person becomes a member of a company when their name appears in the Register of Members.” Is this statement true?
“If a person's name appears in a Register of Members, this indicates that they are a shareholder of the company.” Is this statement true?
What is a quorum?
What does the word “proxy” mean in the expression “present in person or by proxy”
“A proxy appointed by a member of a company to represent the member's wishes must be also a member of the company.” Is this statement true?
“A public company must have an appropriately qualified company secretary.” Is this statement true?
“If a private company wishes to have a company secretary, the person appointed must be appropriately qualified.” Is this statement true?
How is “corporate governance” defined
“In a company which complies with the UK Corporate Governance Code, it is in compliance when the role of Chair and that of Chief Executive are held by the same person.” Is this statement true?
What sort of resolution is required to be passed by a company in the event that a director should be removed from office
“Special notice is required of an ordinary resolution in the event that a director is to be removed from office.” Is this statement true?
“Special notice is required of an ordinary resolution in the event that an auditor is to be removed from office during their year of office.” Is this statement true?
If a firm of auditors wishes to resign, or not seek re-election, they must deliver to the company's registered office a “statement of circumstances”. Is this statement true?
When a director is proposed to be removed from office, the director has the right to prepare “written
At the first annual general meeting of a public company, what proportion of the directors must retire and (may) seek re-election?
Is it allowable for a director who has recently declared herself to be bankrupt to continue in office as a director of a company?
In company law, what does the abbreviation CDDA mean
In company law what is the literal translation of “ultra vires” in the context of directors' actions
Is it reasonable for a director to claim that she could not be expected to promote the interests of the company
“Full disclosure of interests in contracts and transactions of a company should be made by directors to a sub-committee of the board at the earliest opportunity.” Is this statement true?
A public company must hold an annual general meeting every calendar year. What other type of general meeting may a public company hold?
“Anybody may be appointed as the auditor of a private company.” Is this statement true?
“It is the members' right in a general meeting to determine the level of the auditors' remuneration.” Is this statement true?
“In a private company, any resolution may be passed as a written resolution.” Is this statement true?
Where a private company chooses to appoint a company secretary, is it possible for the sole director also to be the company secretary
Where the directors of a company always act upon the advice of their auditor, is it the case that the auditor would be classed as a shadow director?
Is it possible to hold an annual general meeting of a public company with only 2 days' notice?
A special resolution requires how many days' notice if it is to be validly passed
Whose responsibility is it to call / convene a general meeting of the members of a company
“A director who has reached the age of 70 is disqualified from continuing to hold office as a director of a private company.” Is this statement true?
In the case of A Large Company plc, how many members represent a quorum at a general meeting
“It is a requirement of the UK Corporate Governance Code that directors should be remunerated in part based on their performance.” Is this statement true?
To which body of people does a whistle-blower turn in the event that the whistle-blower has concerns over alleged breaches of regulation / internal controls?
To what does the expression “comply or explain” refer within the UK Corporate Governance Code
In an FTSE 350 company, for what period of time are directors appointed before they must seek re-election (if they wish to be re-elected!)?
Hogg v Cramphorn
What is a de facto director?
What is a shadow director?
How many directors must private and public companies have?
To whom do directors owe their general statutory duties?
Name three core statutory duties of directors.
What standard applies to a director’s duty of care, skill and diligence?
What important rights does a company auditor have?
Must every company hold an AGM?
When must a public company hold its AGM?
What majority is required for an ordinary resolution?
What majority is required for a special resolution?
Which companies may use the statutory written-resolution procedure?
What is the usual minimum notice for an AGM?
What voting threshold allows members to require directors to call a general meeting?
What small-value exceptions apply to member approval for director loans and credit transactions?
What board balance of independent non-executive directors does the UK Corporate Governance Code expect?
“On a liquidation, the floating charge debenture holders are paid in priority to all others. Their claim ‘floats’ to the top of those people who are owed by the company.” Is this statement true?
There are two types of voluntary liquidation. What are the two types?
If a members' voluntary liquidation is a voluntary action of the members, a creditors' voluntary liquidation is a voluntary act of which group of people?
Is it true that the Court may, on application, direct that a public company be liquidated where the company has failed to obtain a trading certificate within 12 months of incorporation?
What sort of resolution is required to be passed by the members to put their company into liquidation
There are two main grounds under which the Court may grant a liquidation order. What are they?
Re German Date Coffee Company is a case where the Court granted a liquidation order. Why did the Court make that order?
What was the case when the Court granted a liquidation order on the grounds that there was deadlock on the board
In a relatively recent case, the Court granted a compulsory liquidation order on the grounds that the company was a “quasi-partnership”. What was that case?
Where does the Official Receiver fit into company law on liquidations
What is a Special Manager
A person who is to be appointed as liquidator must hold a specific qualification. What is that qualification?
What distinguishes a members’ voluntary liquidation from a creditors’ voluntary liquidation?
What is a declaration of solvency?
What is the liquidator’s main function?
Why do secured creditors usually rank ahead of shareholders?
What is administration?
What is the current statutory maximum prescribed part for unsecured creditors?
If a floating charge holder can no longer appoint an administrative receiver, what can he do instead?
By what three routes can an administrator be appointed?
What is the statutory hierarchy of purposes an administrator must pursue?
How long does an administration last?
What is the effect of the moratorium once a company enters administration?
When is a floating charge invalid under s.245 Insolvency Act 1986?
How does s.123 Insolvency Act 1986 define a company being "unable to pay its debts"?
Who may present a petition to the court for the compulsory winding up of a company?
What happens to the directors' powers when the company goes into liquidation?
What effect does a compulsory winding-up order have on the employees' contracts?
What is the liquidation committee?
Which employee claims rank as ordinary preferential debts on a winding up?
What is HMRC's secondary preferential status?
How is a company dissolved at the end of a liquidation?
“Insider dealing is a civil offence and is punishable by a fine.” Is this statement true?
“It is an offence for a person who is an ‘insider’ to use inside knowledge about a company and avoid buying shares in the company where they fear the price of the company's shares will fall.” Is this statement true?
“A person who receives inside knowledge about a company from a director and who deals and makes a profit is guilty of the criminal offence of insider dealing.” Is this statement true?
If an insider in possession of unpublished price-sensitive information sells shares and avoids a loss but claims that the sale was to raise money to repay a private debt, is he guilty?
What constitutes “unpublished price-sensitive information”?
If you were given investment advice by a director to “Get out of equities and invest in Government bonds”, would that qualify as passing on unpublished price-sensitive information?
There are three offences involved in the criminal offence of Money Laundering. What are the three offences?
“The punishment for money laundering is a prison sentence of up to 14 years and / or a fine.” Is this statement true?
What is meant by the expression “wrongful trading”
What is meant by “fraudulent trading”
How does fraudulent trading differ from wrongful trading?
What is insider dealing?
What is market abuse?
What are the three commonly described stages of money laundering?
What are failure to report and tipping off?
What corporate defence applies to failure to prevent bribery?
Which newer failure-to-prevent offences are examinable in LW-ENG?
What is the s.1 offence under the Bribery Act 2010?
What is the s.2 offence under the Bribery Act 2010?
What is the s.6 offence under the Bribery Act 2010?
What are the maximum penalties under the Bribery Act 2010?
What is "criminal property" for the purposes of the money laundering offences?
What customer due diligence must a business in the regulated sector carry out?
What are the roles of the MLRO and a suspicious activity report?
What are the maximum penalties for failure to disclose and for tipping off?
Who counts as an "insider" for the offence of insider dealing?
Which securities and markets does the offence of insider dealing cover?
What is the maximum sentence for insider dealing?
Under what regime is market abuse dealt with, and who enforces it?
How does the civil offence of market abuse differ from the criminal offence of insider dealing?
What order can the court make against a director for wrongful trading, and who applies for it?
What is the defence to a wrongful trading claim?
By what standard is a director judged for wrongful trading?
On what grounds can a director be disqualified under the Company Directors Disqualification Act 1986?
How long can a disqualification order last, and when must one be made?
What are the consequences of acting as a director while disqualified?
Card 1 of 370. Question side.