In the preparation process for the CPA exam, it is very important to fully understand the exam questions, which can help us to analyze the question ideas of the person who made the question, below I provide you with the CPA exam "Economic Law" exam questions and answers, I hope it will help you.

(a)

Company A is a medium-sized enterprise with more than 200 employees. Since the end of 2015, the production and operation of A company stagnation, inability to repay the bank loan principal and interest, and continued to default on employee wages, in January 2017, A company 20 employees jointly filed a bankruptcy application to the people's court of A company, the people's court that the 20 employees have no right to apply for bankruptcy, made a ruling of inadmissibility. in February 2017, A company's creditor bank B to the people's court of A company bankruptcy, A company filed a bankruptcy application to the people's court. In February 2017, Bank B, a creditor of Company A, applied to the People's Court for the bankruptcy of Company A. Company A objected that the total assets of Company A exceeded the total liabilities in its books and it had not lost its solvency. In this case, the People's Court convened representatives of Company A and Bank B to negotiate loan repayment, but Company A insisted that Bank B give it a six-month repayment buffer to resume production and recover the loan before repaying the loan, while Bank B demanded that Company A repay the debt immediately, and the negotiation between the two parties broke down. The People's Court held that Company A's defense objection was not valid, and made a decision on accepting the bankruptcy application five days later, and appointed a bankruptcy administrator. During the period when the administrator took over Company A, cleaned up the property and debts, the following things happened:

(1) Company C owed Company A a loan of 200,000 yuan was due, the manager of Company C learned that Company A had entered into bankruptcy proceedings, because the manager of Company A was bribed by the manager of Company A, and delivered the loan directly to the financial personnel of Company A. After receiving the loan, the financial personnel of Company A quickly transferred it to the shareholders of Company A.

(2) Company A's shareholders were not allowed to pay the loan to the administrator.

(2) company A without the consent of the administrator, unauthorized to its creditor company D to pay 100,000 yuan debt, company A to guarantee the debt to the market value of 500,000 yuan of machinery and equipment to set a mortgage, and thus also discharged. The administrator also found that part of the property of Company A has been taken by the people's court in a number of civil lawsuits before the bankruptcy application was accepted to take measures to protect or have entered into compulsory execution procedures.

Requirements: Based on the above, answer the following questions.

(1) the people's court that the 20 employees of Company A have no right to apply for bankruptcy, whether it is consistent with the provisions of the legal system of enterprise bankruptcy? And explain the reasons.

(2) Does the People's Court's rejection of Company A's defense comply with the provisions of the legal system of enterprise bankruptcy? And explain the reasons.

(3) According to the provisions of the legal system of enterprise bankruptcy, does the act of Company C delivering 200,000 yuan of loan to the treasurer of Company A produce the effect of debt settlement? And explain the reasons.

(4) According to the provisions of the legal system of enterprise insolvency, should the act of Company A's settlement to Company D be recognized as invalid? Give reasons.

(5) According to the provisions of the legal system of enterprise bankruptcy, how should the people's court deal with the measures of preservation of part of the property of Company A before the acceptance of its bankruptcy application and the enforcement procedure?

Reference Answer

(1) The People's Court considers that the 20 employees of Company A do not have the right to apply for bankruptcy in accordance with the regulations. According to the regulations, the bankruptcy petition of the employees shall be passed by the majority resolution of the employees' representative meeting or the meeting of all employees.

(2) The People's Court rejected Company A's defense objection in accordance with the regulations. According to the regulations, if the debtor files a defense objection on the ground that it has solvency or its assets exceed its liabilities, but it is unable to immediately settle its debts or reach a settlement with its creditors, its objection cannot be established.

(3) Company C's delivery of 200,000 yuan loan to Company A's treasurer does not have the effect of debt settlement. According to the regulations, after the people's court accepts the bankruptcy application, the debtor of the debtor or the property holder shall pay off the debt or deliver the property to the administrator. If he intentionally violates the law to pay off the debt or deliver the property to the debtor, so that the creditor suffers a loss, it does not exempt him from the obligation to pay off the debt or deliver the property.

(4) The liquidation of Company A to Company D shall not be recognized as invalid. According to the regulations, the people's court accepts the bankruptcy application, the debtor to individual creditors of the debt settlement is invalid; however, the debtor with its property to the creditor to provide security in rem, its in the market value of the collateral to the creditor to make the debt settlement, not subject to the above provisions.

(5) the people's court accepts the application for bankruptcy, the property of the debtor shall be lifted, the enforcement procedures shall be suspended.

(2)

Company A Limited ("Company A") made an initial public offering and listing ("IPO") on the Shenzhen Stock Exchange ("SZSE") on March 1, 2015. ("IPO") on the Shenzhen Stock Exchange ("SZSE") on March 1, 2015. In January 2016, the China Securities Regulatory Commission ("CSRC") received a report that Company A's prospectus contained falsified financial data. The SFC investigation found that in the course of Company A's IPO, in order to reduce the balance of accounts receivable, Zhao, the chief accountant, after requesting the consent of Qian, the chairman of the board of directors, ordered the company's financial staff to create a false impression of recovering accounts receivable by means of external borrowing, the use of free funds, or the forgery of bank documents. As of December 31, 2014, Company A falsely reduced its accounts receivable by 300, 500 million yuan through the above methods. The SFC investigation also found that in December 2015, Sun Mou, the general manager of Company A's 90%-owned subsidiary, Company B Limited Liability Company ("Company B"), surrendered to the public security authorities, explaining his unauthorized misappropriation of Company B's loan of 56 million yuan for personal futures trading and repayment of personal debt, resulting in 50 million yuan of illegal facts. The illegal fact that the 50 million yuan can not be returned. Sun's illegal behavior caused company B huge losses. The public security organs after the case, the case will inform the chairman of company A Qian, because company B is one of the main sources of profits of company A, so company A's profits also suffered a huge loss. The chairman of the board of directors, Qian Mou, asked company A and company B of the informed personnel of Sun Mou misappropriation of funds of the company's case of strict confidentiality. 2016 January, in the absence of Sun Mou caused by the huge loss of the case (if the loss of the case of accounting treatment, the end of 2015, company B, the accumulated undistributed profit should be a negative number), the shareholders' meeting of the company B passed the resolution on the distribution of annual profit in 2015 to company A and another shareholder, company C respectively, to the company. Company B's shareholders' meeting passed a resolution on the distribution of 2015 annual profit and paid dividends of 45 million yuan and 5 million yuan to Company A and another shareholder, Company C. In March 2016, Company A received 45 million yuan of 2015 annual dividends from Company B. On July 1, 2016, the Securities and Futures Commission (SFC) determined that: Company A created the illusion of accounts receivable recovery and provided false financial data in the IPO application documents, which constituted a fraudulent issuance; and Company A failed to disclose the relevant information on the case of misappropriation of public funds by Sun, the general manager of Company B, which constituted the omission of material matters in the disclosure documents after listing. To this end, the Commission decided to company A, as well as including the chairman of the money, including seven directors, three supervisors, general manager Li, chief accountant Zhao, company A sponsor to make administrative penalties.

Company A independent director Wang Mou of the SFC penalty, filed an application for administrative reconsideration, on the grounds that: I do not understand the accounting knowledge, can not find financial fraud. July 3, the same year, the Shenzhen Stock Exchange decided to suspend the listing of Company A shares. On July 12 of the same year, due to company B could not settle its debt due to bank D, bank D filed a lawsuit to the people's court, requesting the people's court to find that company A through illegal dividend evasion of capital contribution, and ordered company A in the 45 million yuan principal and interest within the scope of the debt of company B can not be settled part of the supplementary compensation liability. On July 15 of the same year, Zhou Mou, a shareholder who had held 1,01% of Company A's shares for seven consecutive months, directly filed a lawsuit in his own name against seven directors, including Chairman Qian Mou, requesting the court to order the seven defendants to compensate Company A for the loss of 5 million yuan due to the payment of fines imposed by the Securities and Futures Commission (SFC).On April 15, 2017, the Shenzhen Stock Exchange (SZSE) made a decision on the termination of the listing of Company A's shares

. Based on the above, answer the following questions respectively.

(1) Should Company A fulfill its information disclosure obligation on the incident of misappropriation of public funds by Sun, the general manager of Company B? And explain the reasons.

(2) Is Company A's independent director Wang's application for administrative reconsideration justified? And explain the reasons.

(3) Does the decision of the Shenzhen Stock Exchange to suspend the listing of Company A's shares comply with the provisions of the securities legal system? And explain the reasons.

(4) Bank D requested the People's Court to recognize Company A's evasion of capital contribution and order Company A to bear supplementary liability within the range of 45 million yuan principal and interest, should the People's Court support this? And explain the reasons.

(5) Zhou directly in his own name, the people's court shall accept the lawsuit? And explain the reasons.

(6) Is the SZSE's decision to terminate the listing of Company A's shares consistent with the provisions of the securities legal system? And explain the reasons.

Answers

(1) Company A should fulfill its information disclosure obligations. According to the regulations, the listed company shall fulfill the information disclosure obligation if the controlling subsidiary of the listed company has a significant event (including but not limited to: the company's directors, supervisors, senior management suspected of violating the law and discipline by the authorized organs to investigate or take compulsory measures), which may have a greater impact on the trading price of the listed company's securities and its derivatives.

(2) Wang's application for administrative reconsideration is not justified. According to the regulations, lack of ability, no relevant professional background shall not be recognized as a separate non-punishable circumstances.

(3) Suspension of Company A's stock listing is legal. According to the provisions of the listed company due to fraudulent issuance or major information disclosure violations, by the Securities and Exchange Commission administrative punishment, or has been suspected of crimes were referred to the public security organs, the stock exchange shall make the decision to suspend the listing and trading of its shares in accordance with the law.

(4) The people's court shall support. According to the regulations, the people's court shall support the request of the company's creditors that the shareholders who have not fulfilled or have not fully fulfilled their capital contribution obligations shall bear the supplementary liability for the part of the company's debts that cannot be liquidated within the scope of the interest on the unappropriated capital. (P159)

(5) The people's court shall not accept. According to the provisions of the company's directors and senior management to violate the interests of the company, the company's shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the "Supervisory Committee" to file a lawsuit with the People's Court. If the Supervisory Committee refuses to file a lawsuit after receiving the written request from the shareholder, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is so urgent that the interests of the company will be irreparably harmed if the lawsuit is not filed immediately, the shareholder has the right to file a lawsuit to the People's Court directly in his/her own name for the interests of the company. In this case, Zhou should first request the Supervisory Board in writing, and can not directly file a lawsuit.

(6) the decision to terminate the listing of shares is in line with the provisions. Listed companies due to fraudulent issuance or major information disclosure violations, by the SEC administrative punishment, or has been suspected of crimes were referred to the public security organs and suspended listing, in the SEC to make the decision on administrative punishment or referral decision within 1 year from the date of the decision, the stock exchange shall make a decision to terminate the listing and trading of its shares.

(3)

Company A, in order to pay for the goods, issued a banker's acceptance bill in the amount of 1 million yuan to Company B. Bank A, as the acceptor of the bill of exchange on the face of the bill of exchange signed, and Zheng, the shareholders of Company A, in the bill of exchange to Company B as a guarantor, the bill of exchange guaranteed by the record and signed. Company A delivered the bill of exchange to company B staff Sun. Sun will be the bill of exchange back to company b, the use of the company's financial management system omission, the bill of exchange will secretly take out, and forged company b financial seal and the legal representative of the seal, the bill of exchange will be endorsed to the transfer of the company c and its mutual collusion. Company c then endorsed the bill of exchange to company d, used to pay house rent, company d for sun forged bill of exchange is not aware of. Ding company on the due date of the bill of exchange to bank A prompt payment. bank A in the audit process found that the bill of exchange on the signature of company B is forged, so refused to pay. Ding Company then to C Company, B Company and Zheng Mou recourse, were rejected. After the ding company knew that Sun forged the bill of exchange, so to its recourse, was also rejected.

According to the above, respectively, answer the following questions:

(1) D company can be due to C company's endorsement of the transfer and obtain the right of the note? And state the reasons.

(2) Should Company B be liable to Company D on the note? And state the reasons.

(3) Zheng should be liable to Company D on the instrument? And explain the reasons.

(4) Sun should be liable to Company D? Give reasons.

Answers

(1) Company D acquires rights in the note. According to the rules, although Company C does not have the right to the instrument, as it is formally the right holder of the instrument, when it endorses and transfers it to Company D, Company D acquires the right to the instrument in good faith.

(2) Company B is not liable to Company D on the instrument. According to the rules, in the case of counterfeiting the name of another person, the forged person (Company B) is not liable for the instrument.

(3) Zheng should be liable to Company D for the note. According to the provisions, if the guaranteed debt due to the lack of "substantive elements" and invalid (such as signature forgery), does not affect the effectiveness of the note guarantee, the guarantor (Zheng Mou) should still be the right to bear the note guarantee liability (Ding Company).

(4) Sun does not need to bear the note liability to Ding Company. According to the rules, since the forger (Sun) did not sign the note in his own name, he is not liable for the note.

(d)

On April 4, 2016, Company A borrowed 800,000 yuan from Bank B for the purchase of 1,000 bicycles of Model A. The borrowing period was from April 4, 2016 to June 4, 2016, and a set of its own house valued at 900,000 yuan was set up as a mortgage for Bank B. At the same time, Bank B entered into a written guarantee contract with Company C, which stipulated that Company C Company C is jointly and severally liable for Company A's loan. Due to the price increase of bicycles, company A on April 5, and additional borrowing of 200,000 yuan from bank B, the loan period from April 5, 2016 to June 4, 2016. April 7, company A and the bicycle manufacturer company D formally signed the contract of sale. The contract stipulates: "Company D provides Company A with 1,000 bicycles of model A at a total price of RMB 1 million, Company A shall pay RMB 500,000 on April 9 and April 20 respectively, and Company D shall deliver 500 bicycles of model A on April 16 and April 27 respectively." The parties did not agree on the quality of the bicycles; on April 9, Company A paid Company D the first installment of 500,000 yuan for the bicycles; on April 16, Company D delivered 500 bicycles of Model A. When Company A inspected the bicycles, it found that the bicycles were not of the same quality as the Model A bicycles. On April 16, Ding delivered 500 bicycles of model A. When inspecting the goods, Company A found that there were serious quality defects in the bicycles, which could not meet the requirements for use without repair. on April 18, Company A agreed to take delivery of the bicycles, but asked Ding to reduce the price, which was rejected by Ding. The reasons were: firstly, the two parties did not agree on the quality requirements of the bicycles; secondly, even if the bicycles had quality problems, Company A could only claim compensation for the losses caused by the quality problems. 20 April, Company D requested Company A to pay the price of the second bikes of 500,000 yuan, and Company A investigated and found out that Company D's business condition had deteriorated seriously, and it might be unable to fulfill the contract, and so it told Company D that it would not fulfill the contract for the time being. Company A investigated and found that Company Ding's business condition had seriously deteriorated and it might not be able to perform the contract, so it told Ding not to perform the contract for the time being and requested Ding to provide a guarantee with sufficient performance ability within 15 days, which was not heeded by Company Ding. Upon receipt of the letter, Company A realized that Company Ding's business condition continued to deteriorate, so it notified Company Ding to terminate the contract of sale and purchase of the undelivered 500 bicycles. 20 May, Company A hid the quality defects of the 500 bicycles it had already received, and sold the bicycles to Company E for 300,000 yuan, with an agreement to pay for and deliver the bicycles by 30 June. 25 May, Company G notified Company A that it was willing to purchase the said 500 bicycles for 350,000 yuan. 30 May, Company G notified Company A that it was willing to buy the said 500 bicycles for 350,000 yuan. 500 bicycles. May 30, company A to conceal the quality defects, claiming that the contract of sale with company E. June 4, company A is unable to repay bank B two loans, bank B considering the auction of the mortgaged house is more cumbersome, and then directly ask company C to repay the loan, was rejected by company C.

According to the above, respectively, answer the following questions:

(1) A company whether to obtain the ownership of the received bicycle? And state the reasons.

(2) Is Company A entitled to claim a reduction in the price? Give reasons.

(3) Whether the suspension of Company A's obligation to pay the second installment of the price of the bicycle to Company D constitutes a breach of contract? Give reasons.

(4) Is Company A entitled to rescind the contract in respect of the undelivered bicycles? Give reasons.

(5) Does Company A have the right to rescind the contract of sale with Company E? Give reasons.

(6) Whether Bank B is entitled to demand repayment of the first loan from Company C? Give reasons.

(7) Does Bank B have the right to demand repayment of the second loan from Company C? Give reasons.

Answers

(1) Company A has acquired ownership of the received bicycle. According to the regulations, the establishment and transfer of the right of property in movable property shall take effect from the time of "delivery", unless otherwise provided by law.

(2) Company A has the right to demand a reduction of the price. According to the provisions of the parties to fulfill their contractual obligations, the quality does not meet the agreement, the parties shall be liable for breach of contract in accordance with the agreement. There is no agreement on the liability for breach of contract or the agreement is unclear, the injured party according to the nature of the subject matter and the size of the loss, you can reasonably choose to require the other party to bear the responsibility for breach of contract, such as repair, replacement, rework, return, reduce the price or remuneration.

(3) The suspension of Company A's obligation to pay the price of the second phase of the bicycle to Company D does not constitute a breach of contract. According to the regulations, the party who should perform the obligation first in the dual service contract, there is definite evidence to prove that the relative's business condition has seriously deteriorated, can exercise the right of uneasy defense to suspend the performance of the contract.

(4) Company A has the right to terminate the contract for the undelivered bicycles. According to the provisions of the parties to the exercise of the right of defense to suspend performance, shall promptly notify the other party. If the other party provides appropriate security, performance shall be resumed. Suspension of performance, the other party within a reasonable period of time does not restore the ability to perform and does not provide appropriate security, the suspension of performance of the party may terminate the contract.

(5) Company A does not have the right to revoke the contract of sale and company E. According to the provisions of the contract concluded due to "fraud" without prejudice to the interests of the state, only the injured party has the right to rescind.

(6) Bank B has no right to demand repayment of the first loan. According to the provisions of the secured claim both in rem and in person, the debtor does not perform the due debt or the occurrence of the parties agreed to realize the security right, the creditor should be in accordance with the agreement to realize the claim; there is no agreement or the agreement is unclear, the debtor himself to provide in rem security, the creditor should be the first to realize the claim in respect of the in rem security.

(7) Bank B does not have the right to require Company C to repay the second loan. According to the regulations, if the change of the main contract without the consent of the guarantor aggravates the debtor's debt, the guarantor shall not be liable for the aggravated part of the guarantee.