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Writing and Speaking

Paraphrasing in plain

language

Speaking

Phrases for

discussions

Writing

1 Summa rising

requirements

2 Providing advice

and making

suggestions

Speaking

1 Describing the legal

situation: usury

2 Explaining ideas to

a client

Writing

A polite refusal

Speaking

Requesting and

presenting information

Writing

1 A covering letter

2 A thank-you note

Speaking

1 Discussing

insolvency work

2 A job interview

3 Discussion on

restructuring

Writing

1 Using passive

constructions

2 A proposal

3 An informative

email

Speaking

Giving opinions: a

competition law case

Answer key page 284

Glossary page 307

Indexpage 315

Language

0 Key terms: Intellectual property

OText analysis: Discourse

markers as sentence openers

0 Key terms: Negotiable

instruments

0 Language use: Making

suggestions and

recommendations

0 Key terms: Comparing and

contrasting concepts

0 Language use 1: Anticipating

events and planning

contingencies

0 Text analysis: Formality /

Adverb-verb collocations

0 Language use 2: Requesting

information

0 Key terms: Types of liens

0 Text analysis: A covering letter

0 Key terms: Anti-competitive

activity

0 Language use: Warning a client

of risks

0 Text analysis: A proposal

(

Thepracticeof law

PARTI: THELEGALSYSTEM

1. Read the excerpts below from the course catalogue of a British university's

summer-school programme in law and answer these questions.

1 Who is each course intended for?

2 Which course deals with common law?

3 Which course studies the history of European law?

LAW 121:

B

More individuals in the World solVe their

legal problems in the framework of WhaJ'is

called the civil-law system than in the

Anglo-Saxon case-law system, This course

will introduce students'to the legal systems

of Western Europe that have most

influenced the civil-law legal systems in

the world. It aims to give students an

insight into a system based on the

superiority of written law. The course will

cover the application and development of

Roman law in Europe to the making of

national codes all over the world.

LAW 221: Introduction to civil law

This course provides a

English law and the common';faWsyst~i;I;1,

The course will look at the sources of laW

and the law-making process,. as weir ascft

the justice system in England. Students

will be introduced to selected areas of

English law, such as criminal law, contract

law and the law of torts. The relationship

between the English common law and EC

law will also be covered.

The course is designed for those

international students who will be studying

at English universities later in the academic

year. Other students with an interest in the

subject are also welcome to attend, as the

contact points between English law and

civil law are nUmerous. The seminars and



all course materials are in English.

The coUrse is intended to prepare students

Whoa.re going to study in a European

for the different approaches to

lIkely to face in their year

2 Match these bodies of law (1-3) with their definitions (a-c).

1 civil lawa area of the law which deals with crimes and their punishments, including

fines and/or imprisonment (also penal law)

b 1) legal system developed from Roman codified law, establIshed by a state

for its regulation; 2) area of the law concerned with non-criminal matters,

rights and remedies

c legal system which is the foundation of the legal systems of most of the

English-speaking countries of the world, based on customs, usage and court

decisions (also case law, judge-made law)

Common law

Criminal law

)

3 Complete the text below contrasting civil law, common law and criminal law

using the words in the box.

based on bound by codified custom disputes

non-criminal precedents provisions rulings

legislation

The term 'civil law' contrasts with both 'common law' and 'criminal law'. In the

first sense of the term, civillaw refers to a body of law 1) """""".""" written

legal codes derived from fundamental normative principles. Legal 2) ................

are settled by reference to this code, which has been arrived at through

3) . . Judges are 4) the written law and its 5) ""."'"''''

In contrast, common law was originally developed through 6) , at a

time before laws were written down. Common law is based on 7) .........

created by judicial decisions, which means that past 8) . are taken

into consideration when cases are decided. It should be noted that today

common law is also 9) , i.e. in written form.

In the second sense of the term, civil law is distinguished from criminal law,

and refers to the body of law dealing with 10) matters, such as

breach of contract.

4 Which body of law, civil law or common law, is the basis of the legal system

of your jurisdiction?

The word Law refers generally to legal documents which set forth rules governing a

particular kind of activity.

5 Read the following short texts, which each contain a word used to talk about

types of laws. In which kind of document do you think each appeared? Match

each text (1-5) with it$ source (a-e).

1 3

5 MrSpeaker, Iam pleased to have the opportunity to present the Dog Control

Amendment Billto the House. It is a further milestone in meeting the

changing expectations we have about what is responsible dog ownership.

a court ruling

b local government document

c newspaper

d parliamentary speech

e brochure for employees

1 (UK) bye-law

Unit 1 The practice of law

~

6 Find words in Exercise 5 which match these definitions. Consult the glossary if

necessary.

1 rules issued by a government agency to carry out the intent of the law;

authorised by a statute, and generally providing more detail on a subject

than the statute

2 law enacted by a town, city or county government

3 draft document before it is made into law

4 legal device used by the European Union to establish policies at the

European level to be incorporated into the laws of the Member States

S formal written law enacted by a legislative body

7 Complete the sentences below using the words in the box.

bill directive ordinance regulations statutes

1 The Town Council will conduct a public hearing regarding a proposed

concerning property tax.

2 According to the concerning working time, overtime work is work

which is officially ordered in excess of 40 hours in a working week or in

excess of eight hours a day.

3 Early this year, the government introduced a new on electronic

commerce to Parliament.

4 A number of changes have been made to the federal governing

the seizing of computers and the gathering of electronic evidence.

S The EuropeanUnion '"'''''''''' on Data Protection established legal principles

aimed at protecting personal data privacy and the free flow of data.

1: .

nUlg

There are several ways to refer to vVhata

sentences:

says. Look at the following

The law stipulates thatcorporations must have three governing bodies.

The law providesthat a witness must be present.

The patent law specifies that

These verbs can also be used to express what a law says:

Thelaw states/ sets forth/ determines/ lays down/ prescribesthat ...

8 Choose a law in your jurisdiction that you are familiar with and explain what it

says using the verbs listed in the box above.

Courts can be distinguished with regard to the type of cases they hear.

9 Match each of the following types of court (1-9) with the explanation of what

happens there (a-i).

1 appellate court(or court of

appeals, appeals court)

Crown court

3 high court(or supreme

court)

a This is where a person under the age of 18 would be tried.

b This is the court of primary jurisdiction, where a case is heard

for the first time.

c This is where small crimes are tried in the UK.

d This is where law students argue hypothetical cases.

Juvenile court

5 lower court(or court of

first instance)

6 magistrates' court

Moot court

Small-claims court

Tribunal

n92: l

e This is where a case is reviewed which has already been heard

in a lower court.

f This is where cases involving a limited amoun! of money are

handled.

g This is where serious criminal cases are heard by a judge and a

jury in the UK.

h This is where a group of specially chosen people examine legal

problems of a particular type, such as employment disputes.

i This is usually the highest court in a jurisdiction, the court of

last resort.

10Work in small groups.

1 Describe the different types of court in your jurisdiction and the areas of

law they deal with.

2 Select one type of court in your jurisdiction and explain what kinds of cases

it deals with.

*In

11Complete this diagram with the

words and definitions below

(a-f).

2).................

public official who has

the authority to hear

and decide cases person who

initiates a civil

lawsuit

Claimant1

person who has

specialised knowledge

of a particular subject

who is called to

testify in court

employee who takes.

records, files papers

and issues processes

a expert witness

b appellant2

c person who is sued in a civil lawsuit

d officer of the court whose duties include keeping order and assisting

the judge and jurors

e person who pleads cases in court

f hypothetical person who uses good judgment or common sense in handling

practical matters; such a person's actions are the guide in determining

whether an individual's actions were reasonable

person who

appeals a decision

to a higher court

1 (US) plaintiff

2 (US) also petitioner

Unit 1 The practice of law

~

ning 1: c e in

12..;:: Listen to Cjlawyer telling a client about some of the documents involved in

his case and answer these questions.

1 What claim has been filed against the client?

2 Will the case go to trial?

1 affidavit

13Match these documents (1-9) with their definitions (a-i).

a a document informing someone that they will be

involved in a legal process and instructing them what

they must do

b a document or set of documents containing the details

about a court case

c a document providing notification of a fact, claim or

proceeding

d a formal written statement setting forth the cause of

action or the defence in a case

e a written statement that somebody makes after they

have sworn officially to tell the truth, which might be

used as proof in court

f an application to a court to obtain an order, ruling or

decision

g an official order from a court for a person to stop

doing something

h in civil law, the first pleading filed on behalf of a

plaintiff, which initiates a lawsuit, setting forth the

facts on which the claim is based

i the principal pleading by the defendant in response to

a complaint

14..;:: Listen again and tick the documents that the lawyer mentions.

1 answer D 2 affidavit D 3 brief D 4 complaint D 5 injunction D

6 motion D 7 notice D 8 pleading D 9 writ D

2 answer

3 brief

4 complaint

5 injunction

6 motion

7 notice

8 pleading

9 writ

15Match each verb used by the lawyer (1-5) with its definition (a-e).

1 to drafta document

2 to issuea document

3 to filea document withan authority

4 to servea document onsomeone

(or to servesomeone with a

document)

5 to submita document to an

authority

a to deliver a legal document to someone, demanding

that they go to a court of law or that they obey an order

b to produce a piece of writing or a plan that you intend

to change later

c to deliver a document formally for a decision to be

made by others

d to officially record something, especially in a court

of law

e to produce something official

16Decide which of the nouns in Exercise 13 can go with these verbs. The first

one has been done for you.

1 draft GU'I GU'lSLrVer,Ov brief, Ov compLoint, Ov mohon, Ov p~g

2 issue

3 file (with)

4 serve (on someone)

5 submit

,

n

LawyersuseLatinwordsand expressionswhenwriting legal texts of everykind, from

statutesto emails.

Thefollowing excerptis from the legal documentknownas an 'answer'.It wassubmitted

to the court by the defendantfrom Listening1.

17 Underline the common Latin words and phrases in the text. Do you know what

they mean?

18 Match each Latin word or expression (1-8) with its English equivalent and the

explanation of its use (a-h).

a thus (used after a word to indicate the original, usually incorrect,

spelling or grammar in a text)

b for example (used before one or more examples are given)

c for this purpose (often used as an adjective before a noun)

d against (versus is abbreviated to 'v.' in case citations, but to 'vs.' in all

other instances)

e and others (usually used to shorten a list of people, often a list of

authors, appellants or defendants)

6 per se f and other things of the same kind (used to shorten a list of similar items)

7 sic g by itself (often used after a noun to indicate the thing itself)

8 versus (vs. or v.) h that is (used to signal an explanation or paraphrase of a word preceding it)

19 Match each Latin term (1-10) with its English equivalent (a-j).

1 ad hoc

2 et alii (et al.)

3 et cetera (etc.)

4 exempli gratia (e.g.)

5 id est (i.e.)

1 de facto

2 ipso facto

3 inter alia

4 per annum

5 pro forma

6 pro rata

7 quorum

8 sui juris

9 ultra vires

10 videlicet (viz.)

a among other things

b per year

c number of shareholders or directors who have to be present

at a board meeting so that it can be validly conducted

d in fact

e of one's own right; able to exercise one's own legal rights

f proportionally

g by that very fact itself

h as a matter of form

i as follows

j beyond the legal powers of a person or a body

Unit 1 The practice of law

E

PARTII:A CAREERIN THELAW

ning 2:

20..:;: Several different words can be used to refer to a lawyer. Listen to three

law students in the UK talking about the kind of work they would like to do

when they have completed their law studies. Write the correct word for lawyer

in the gaps.

Anna:

Daniel:

Anna:

Jacob:

21Discuss these questions.

1 Does your native language have more than one word for lawyer? Do they

correspond to the different English words for lawyer mentioned above?

If not, how do the concepts differ?

2 What is each type of legal practitioner in your jurisdiction entitled to do?

3 What English term do you use to describe your job or the job you would like

to do?

22a Combine the nouns in the box with the verbs below to make combinations to

describe the work lawyers do. Some of the verbs go with more than one noun.

cases clients

disputes law

contracts

legislation

corporations decisions defendants

1 advise

2 draft

3 litigate

4 practise

5 represent

6 research

b Choose three 'verb + noun' pairs from above and write sentences using

them.

23Choose the words from the box which can be combined with the word lawyer to

describe different types of lawyer. Say what each one does.

bar corporate defence

public-sector sole tax

government

trial

patent practitioner

~

on: e

In English-speaking countries, the Bar is a term for the legal profession itself, while a bar

association is the association which regulates the profession. A person who qualifies to

practise law is admitted to the Bar; on the other hand, to disbar a lawyer is to make him

or her unable to practise law.

The following text is an excerpt from a guide written for schoolleavers about courses of

study in English-speaking countries. This section of the guide deals with the study of law

and the requirements for entering the legal profession in the UKand the USA.

24Read the text and say whether legal education in your country is more similar

to the UKor the US model.

a

~ as

ata set of barristers'

of grollPs 0£20+60 barristers.

l solicitor must also complete

ga~I1iI1ga law degree; the second stage

Practice Course (LPC); and the final

as a trainee solicitor with a firm of

of a local authority or large company.

Studying law in the USA

the a legal education comprises four years of undergraduate study

followed by three of law school. A law-school graduate receives the

degree of juris doctor G.D.). In order to qualifY as a lawyer, a lawschool

graduate must pass the bar examination.

25Find terms with the word bar in the introduction to this section and in the text

above which match these definitions.

1 a lawyer who is qualified to plead on behalf of clients

2 in the UK, a training course which enables people who wish to become

barristers and who have registered with the Inns of Court to acquire the

skills and knowledge to prepare them for the specialised training of the

pupillage

3 a ceremony held at the end of this training course, when a candidate enters

the profession

4 organisation regulating the legal profession

5 in the USA, an important test taken by law-school graduates which, when

passed, qualifies a person to practise law

6 granted entrance to the legal profession

7 to compel a lawyer to stop practising law due to an offence committed

Unit 1 The practice of law

~

c

26Read the following CV(curriculum vitae)1 of a young British lawyer and answer these questions.

1 Where did he work in summer 2002?

2 What languages does he speak?

3 Where did he complete his first degree?

4 What was his main duty at the European Commission?

5 What is he doing now?

EDUCATION

2000-2004

2DD2-2003

. Nationality: British

Date of birth: 12 May 1982

Universite Paris X, Paris, France

DEUG (French law degree), Nanterre

Part of the degree programme at University of Essex included an intensive

course in French. Among subjects studied: European Community Law,

Information Law, Civil Law and Penal Law

LEGALWORK EXPERIENCE

June 2004-

February 2005

Summers

2001 2004

Summer 2000

Europeat\Co1.llmissioll, Brussels, Belgium

Legal Assistant witl1in the LegalDepartrnent ofthe Service Commtine Relex

(SCR).Drafting opip.ions in EngliSl1 and French dealing with contracts awarded

for projects

G. R. Foster &Co. Solicitors, Cambridge, UK

Liaison with clients; conductil1gresearch into multiple legal areas,

including family law, tort law and contracts; assisting with trial preparation

Westlake Chambers, Bath, UK

Mini-pupillage, involving shadowing a number of counsel; assisted in

daily activities

Languages:

SKILLS AND QUALIFICATIONS

Native English speaker; fluent in French (written and spoken);

upper -intermediate Swedish

Computing: Proficient in Word, Windows, email

Membership: The Law Society

Strong researching and writing skills

INTERESTS

Skiing, French history, chess

References available upon request , 1 (US) resume or resume

.

nlng 3:

27.. ~ Linus Walker has applied for a position at a law firm. Listen to his job

interview and answer these questions.

1 What does Mr Nichols say about the atmosphere of the firm?

2 What does Linus say about the size of the firm?

28.. ~ Listen again and complete this organigram of the firm using the words in

the box.

Associate Full Partners Mr Robertson Paralegal Real Property Salaried Partner

1), Mr Michaels

Senior Partners

3)' Department

Salaried Partner

Debtor-Creditor Department

4) ................

Secretary

Associate 5) .

6)................ Paralegal

Associate Associate

Paralegal Paralegal

Associate

ng 3: bing

29Look at the following phrases used by Mr Nichols to describe the firm. Which

can be used to speak of a department or company, and which of a person?

Which can be used for both?

... is/are headed by...

... is/are assisted by ...

... is/are managed by...

... is/are responsible for ...

... is/are in charge of ...

... report to ...

30Using the phrases in Exercise 29, describe the structure of a law firm with

which you are familiar or the one just described in Listening 3. Refer to the

positions and duties of the personnel.

Unit 1 The practice of law

E

..

31.. ~ Listen to five lawyers talking about their firms, practice areas and clients.

Tick the information you hear about each speaker.

Speaker 1 ...

1 has a few years' working experience. 0

2 works as a clerk at a mid-size commercial law firm. 0

3 will get to know other departments of the firm. 0

4 meets with clients regularly. 0

5 plans to specialise in commercial litigation. 0

Speaker 2 ...

1 is a sole practitioner.

2 works in the area of employment law.

3 deals with wage disputes.

4 represents clients in mediation.

5 has many clients who are small businesses.

Speaker3 ...

1 works in the area of secured transactions.

2 carries out trade-mark registrations.

3 assists clients who are in artistic professions.

4 serves as an expert witness in court.

5 is a partner in a large IP firm.

Speaker 4 ...

1 is a senior partner in a mid-size law firm.

2 specialises in competition law.

3 represents clients before the employment tribunal.

4 deals with infringements of the Competition Act.

5 has clients in the telecommunications sector.

Speaker 5 ...

1 owns shares in his firm.

2 argues cases in court.

3 works in the area of real property law.

4 represents landlords but not tenants.

5 teaches courses on litigation at the law university.

32Discuss these questions.

00000 00000

1 Which kind of firm do you work in or would you like to work in?

2 Which areas of the law have you specialised in or would like to specialise in?

ni 5: c

33Read this excerpt from an article in a law-school newspaper about

law firm culture. Which type of firm would you prefer to work for? Why?

,

size. Law firms

from a one-person

practice (conducted

34..;:: Listen to Richard, a law student, talking to a group of first-year law students

at an orientation event at law school. He tells them about his experience as a

clerk in different law firms. Answer these questions.

1 Why do the professors encourage students to do work experience?

2 How long have Richard's clerkships generally lasted?

3 What is Richard's final piece of advice?

35..;:: Listen again and tick the advantages of small and large law firms Richard

mentions. In some cases, he says both types of firm have the same advantage.

36Discuss these questions.

1 Do you have any experience working as a clerk in a law firm? In what ways

was it similar or different from Richard's experience?

2 What kinds of tasks and responsibilities do clerks in your firm have?

3 Do you agree with the way Richard characterises small and large law firms?

Unit 1

To improve your web-based research skills, visit www.cambridge.orgjeltjlegalenglish.click on

Research Tasks and choose Task 1.

Unit 1 The practice of law

E

2 Companylaw:companyformation

andmanagement~ '"

Reading 1: Introduction to company Law

Thistext providesan introductionto the keyterms used whentalkingabout companiesas

legal entities, how they are formed and how they are managed. It also covers the legal

duties of company directors and the courts' role in policing them.

1 Read the text quickly, then match these phrases (a-f) with the paragraphs (1-6).

a directors' duties

b management roles

c company definition

d company health

e partnership definition

f company formation

1 A .

officers and shareholders. This is significant, as allowsthe company oWr;! property in rts own

name, continue perpetually despite changes in ownership, and insulate the owners against

personal liability. However,il)some instances, for example when the companYis used to

p:rpetrate frauclor act$ Ult~~~i~eSii~~clJoeurt may'lift2 toe corno.rate<-veil' subiect the

shareholders Itaf3'Jlity.""If

2 Bycontrast, a partnership is a business association which, strictly speaking, iis not considered to

be a legal entity but, rather, merely an association of o\Ainers. blowev~r, in order to avoid

impractical results, such as~lJe par~nership being precluded fr().mowntn~ pwtD.ertvWitts own

tre~~ia pa:~~rJersltr.rl!Jias

Nonetheless, partners are n()tinsulated against personal liabilitY,and the

to exist upon a change in o\Ainership,for example, when one of the partners dies.

may cease

3 Acompanyis formed upon the issuaoce of a certificate of incorporation3by

governmental certificatec<;i>nfcorporati~bis

documents of the company,together withstatutory forms and payment of a filingfee. The

'constitution' of a companyconsists of two documents. One, the memorandum of association4,

states the objects of the companyand the details of its authorised capital, otherwise knownas the

nominalcapital. The second document, the articles of association5, contains for the

internal management ofthe company,for e~mple;fshareholders!i~nnual'ige

AGMs,and extraordinary general meetings7, the board of directors, corporate contracts loans.

4 The management of a companyis carried out by its officers,who includea director,manager and/or

companysecretary.Adirector is appointed to carry out ana controlthe day-to-dayaffairs of the

icn

company,are determined co~panY's'§rticles;jofasspciation. Amahage,

supervisorycontrol of the affairs of the company.Amanager's duties to the companyare generally

more burdensome than those of the employees,who basicallyowe a duWof confidentialityto the

company.Everycompanymust have a companysecretary, who cannot also be the sole director of

~

1 (US) corporation

2 (US) pierce

3 (US) generally no official certificate is issued; companies are

formed upon the filing of the articles/certificate of incorporation

(see footnote 4)

4 (US) articles of incorporation or certificate of incorporation

5 (US) bylaws

6 (US) annual meetings of the shareholders

7 (US) special meetings of the shareholders

,

8 (US) financial statements

9 (US) profit-and-Ioss statement or income statement

10 (US) stock dividend

11 (US) cash dividend

..

.In e

2 Some of the important roles in company management are discussed in

Reading 1 above. Which roles are mentioned?

3 Here is a more comprehensive list of roles in company management.

Match the roles (1-10) with their definitions (a-j).

1 auditor

2 company secretary

3 director

4 liquidator

5 managing director

6 official receiver

7 promoter

8 proxy

9 receiver

10shareholder

a person appointed by a shareholder to attend and vote at a meeting in

his/her place when the shareholder is unable to attend

b company director responsible for the day-to-day operation of the company

c person elected by the shareholders to manage the company and decide

its general policy

d person engaged in developing or taking the initiative to form a company

(arranging capital, obtaining personnel, making arrangements for filing

corporate documentation)

e person appointed by the company to examine the company's accounts

and to report to the shareholders annually on the accounts

f company's chief administrative officer, whose responsibilities include

accounting and finance duties, personnel administration and

compliance with employment legislation, security of documentation,

insurance and intellectual property rights

g member of the company by virtue of an acquisition of shares in a

company

h officer of the court who commonly acts as a liquidator of a company

being wound up by the court

i person appointed by creditors to oversee the repayment of debts

j person appointed by a court, the company or its creditors to wind up

the company's affairs

Unit 2 Companylaw: companyformation and management

E

ning 1: on

Lawyersplayimportantrolesin the formationof a company,advisingclientswhich entities

are mostsuited to their needsand ensuringthat the properdocumentsare duly filed.

Youare goingto heara conversationbetweenan Americanlawyer,MsNorris,and her

client, MrO'Hara.Thelawyerdescribeshowa specifictype of corporationis formed in the

state of Delaware.

4 ..;:: Listen to the conversation and tick the documents required for formation

that the lawyer mentions.

1 DBA filing

2 articles of incorporation

3 stock ledger

4 general partnership agreement

5 stock certificates

6 IRS & State S Corporation election

7 bylaws

8 organisational board resolutions

DDDDDDD

D

5 Company types (USA)Look at the following table, which provides information on

the documents required to form and operate the different company types in the

United States. Based on what you heard in Exercise 4, which type of business

association was the lawyer discussing with her client?

6 Company types (UK)The table on page 23 contains information about five

types of common UK business associations, covering the aspects of liability of

owners, capital contributions and management. (In many jurisdictions in the

world, there are entities which share some or all of these characteristics.) Look

at the table and decide which entity (a-e) is being described in each row (1-5).

a private limited company (Ltd)

b general partnership

c public limited company (PLC)

d limited partnership

e sole proprietorship

2: e on

An important document in company formation is the memorandum of association [UK]or

articles/certificate of incorporation [USA].This document sets forth the objects of the

company and its capital structure; as such, it represents a legally binding declaration of

intent to which the members of the company must adhere.

7 Below is an extract from the articles of incorporation of a US company. Read

through the text quickly and tick the issues it addresses.

1 appointing members of the board of directors D

2 changing corporation bylaws D

3 procedures for holding a vote of the shareholders D

4 stipulations for keeping corporation records D

The power to alter, amend or repeal the bylaws or to adopt new bylaws vested in

the Board of Directors; provided, however, that any bylaw or amendment thereto as adopted

by the Board of Directors may be altered, amended or repealed by a vote of the shareholders

entitled to vote for the election of directors, or a new bylaw in lieu thereofm.aybe adopted by

5 vote of such shareholders. No bylaw which has been altered, amended or adopted by such a

vote of the shareholders may be altered, amended or repealed by vote of the directors until

two years have expired since such action by vote of such shareholders. [...]

The CorporatioIJ,shall keep as permanent records minutes of all meetings of its

shareholders a;nd directors, a record of all action taken by the shareholders or the

10 directors Without a meeting, and a record of all actions taken by a committee of the

directors in place of the Board of Directors on behalf of the Corporation. The Corporation

appropriate accounting records. The Corporation, or its agent, shall

shareholders in a form that permits preparation of a list of the

shareholders, in alphabetical order, by class of shares, showing

held by each.

Unit 2 Companylaw:companyformationand management

E

8 Read the text again and decide whether these statements are true or false.

1 The board of directors only has the power to change the bylaws if the

shareholders in turn have the power to amend any changes made by the

board of directors.

2 The board of directors is proscribed at all times from changing any bylaw

which has been altered by a vote of the shareholders.

3 Records must only be kept of decisions reached by shareholders and

directors in the course of a meeting.

4 Records of the shareholders must list the number of shares they own.

9 For each of these words or phrases, find the italicised word(s) in the text that

most closely matches its meaning.

1 passed

2 who have the right to

3 instead

4 on condition

5 cancelled

6 revised

7 given to

9 e *.

10Read through the text on page 23 again, noting how shall and may are used.

1 Which of these words most closely matches the meaning of shall in each

case?

a)will b)must

2 What do you notice about the use of shall in line 7?

3 Which of these words most closely matches the meaning of may in the text?

a)can b)could

In legal documents, the verb shall is used to indicate obligation, to express a

promise or to make a declaration to which the parties involved

bound. This use differs from everyday speech,

used to make offers (Shall I open the

(I shall miss you), although

In legal texts, shall

Every notice of the meeting of the shareholders shallstate the place, date

and hour.

or 'will' (in the sense of a promise):

The board of directors shallhave the power to

Shall can also be used in

until

shareholders.

In everyday speech,

present perfect ( until

expresses

everyday English):

any bylaw or ar:

be altered, amended

In everyday

indicating probability

ning 2: b in in the

Youwillheara dialogue in whicha lawyer,MrLarsen,discussessomeof the

characteristics of two business entities with MrWiseberg, a client who is interested in

forming a company in the UK.

11..::: Listen to the phone conversation and tick the two company types the men

are discussing.

1 sole proprietor

2 UK limited partnership

3 UKprivate company limited by shares

4 UKprivate company limited by guarantee

5 UK public limited company

6 US C corporation

7 US S corporation

DDDDDD

D

12..::: Listen again and decide whether these statements are true or false.

1 The client has not yet decided what type of company he wants to form.

2 The client has never founded a company before.

3 The lawyer points out that the two types of company differ with regard to the

matter of personal liability.

4 The shares of a US C corporation can be freely traded on a stock exchange.

5 Both company types mentioned by the lawyer can be formed by a person

who is a citizen of another country.

6 The UKcompany type discussed places a restriction on the number of

people permitted to buy shares in the company.

7 The fastest way to form a company is to submit the documents directly to

Companies House.

13In the dialogue, the lawyer compares and contrasts two company types.

Complete the sentences below using the phrases in the box.

a are like each other b are similar to c differs d in both

e that's not the case with f there is one big difference between

1 C corporations, ., , ,...,.., private limited companies in the UKin

many ways, particularly in respect of liability.

2 Shareholders are not personally liable for the debts of the corporation

"""""""'" a C corporation and a private limited company.

3 In this respect, a private limited company. ' ,.. . Its shares

are not available to the general public.

4 The two types of company , in that both can be founded

by persons of any nationality, who need not be a resident of the country.

5 And , a C corporation in the US and our private limited

company: that's the limit on the number of shares.

6 But """"""" a private limited company. The Companies Act

stipulates that not more than 50 members can hold shares within the

company.

Unit2 Company law: company formation and management

E

s n9: I p ion:

When speaking briefly about a topic of professTonalinterest. experienced

speakers will organise their thoughts advapce. A simple but effective

structure divides information into three parts:

1 introductory remarks;

2 main points;

3 concluding statement.

Similarly, the main points are bestlim.ited to three,as this is easy for the

speaker to remember and for the listener to .follow.

Notes for a response to Exercise 14 might look like this:


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