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International Legal English

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International Legal English is an upper - intermediate to advanced level coure for learner who need to be able to use English in the legal profession. The coure is intended for law students and practising lawyers alike. The book has been written to prepare candidates for the new International legal English Certifice examination developed by Cambridge ESOL and Translegal, but it can also be used effectively in legal English courses of all kinds.

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  1. International Legal English A course for classroom or self-study use Amy Krois-Lindner and TransLegalO ~CAMBRIDGE ::, UNIVERSITY PRESS www.cambridge.org
  2. Introduction the glossary at the back of the book. In the main body of each unit. there are vanous types of authentIC text material of the InternaflOtlai Legal Engl,sh (ILE) is an uppef"lnlenned.ate to kmd commonly encounlered by practISing lawyers In their work. These texts. both written and spoken. are accompamed by a advanced level course fOf" leamefS who need to be able 10 use English in the legal profession. The course is intended fOf law WIde range of tasks. all designed to build the core ~ills 01 stUdents and practising lawyers alike. The book has been reading. wntlng, listerllng and speaking. written to prepare candidates for the new International Legal At the end of each unit, there is a link to an online task which English Certificate (llEC) examina\lOn develope
  3. The written and spoken texts in each unit have been chosen to explanation of what the candidate is expected to do. what represent a wide range of text types in use in legal contexts. skills the task in question is deSigned to test. as well as what These include texts which lawyers have to produce. read or the candidate should bear in mifld while working on each task. listen to. such as letlers of advice. proposals, client Interviews These lipS are intended to help you avoid common pitfalls and or presentatIons. In each umt. the typical structure of a text improve your performance in the exam. type is analysed and the text type broken down into Its Finally. the book includes an ILEe practICe test. ThiS sample coostltuent parts. You are encouraged to idenlJfy these parts, paper offers you the opportunity to test your Legal English and to recogmse the language funclJons typteally used In each skills and to prepare lor the exam by slmulatmg the test of these parts of a text. (The term 'language function' refers to expenence. phrases which express a specific meaning In a text, for example. the language function of 'suggesting' can be eKP!"essed WIth phrases like 1"(1 recommend ... or l4Ihy oorn If you are using the book for self-study. how you proceed you ... 1) The result is a kind of template of a common legal text type. EQUipped WIth this template and with useful language through the book Will depend on your goalS and the amount of funclJons. you are then given the opportumty to produce such a time and effort you WIsh to devote to the study of legat Enghsh. text. either by WritIng a letter or email. by taking part in a role- play interview. or by diSCUSSing a legal issue. 'or example. If you wish to improve your command of legal English for While a selection of legal terminology in each legal topic area general work or study-related purposes afld are Willing to is presented In every unit. mastering legal English requires devote several weeks of concentrated study to the task. it is more than simply improving your knowledge of specialise
  4. + r') TransLegal Amy Krois-Lindner www.translegal.com I\sTrf Krois-lindner has taught language competence at the University of Vienna for over ten years. She teaches BuSiness TransLegaJ IS Europe's leadlOg firm of lawyer·lInguists. English and academiC writing and is also a teacher-trainef. pl'oVlChng the legal community With: In additIon. she has played a role m the development of a '-' online legal English courses: departmefltal ESP module WIth certifICation and has been online legal language resources; Involved In the curriculum deYelopment of several ESP courses at the Vienna UniverSity of Applied Technology. "-' live legal English CO\.lrses and seminars: ..... translatKlrls of legal and commercial documents: ..... legal language coosultancy services. TransLegal has collaborated With Cambridge ESOL. a dlVlSlOl1 of the University of CalTlbodge. In the development of the Cambridge ILEe examination, the world's only intematiooally recognised test of legal English. For more information about TransLegal and for online legal language resources. visit www.translegal.com Auth(lr n I would like to extend my special gratitude to my colleagues at I would especially like to thank our edItor. Clare Abbott. for her TransLegal. PartICular thanks are due to Robert Houser fOf his expert gUidance. for helpmg to keep the whole prQJect on track, unfailing hard woO< and sound thinking In Wfltlflg this boot
  5. Contents Reading listening Writing and Language speaking ..... Bodies of law 1 Documents in court Speaking ..... Types of courts Unit 1 ..... Types 01 laws 2 Lawyers 1 ExpialOlIlg what a ..... Persons 10 court The lHactice of law ..... legal educatIOn: 3 Law firm structure ..... legal latin 1- "'" A call to the Bar 4 Proctice areas 2 CIVil court systems pag.8 Unit 2 .... ..... A lawyer's curnculum 1 IntrOOUCtlOll to 5 Law firm culture 1 Company formatlOll 3 DeSCriblflg a law fi~ Writing ..... Key terms: Roles In company Company law; company law 2 Forming a business A letter of advice management company 2 Memotandum of In the UK Speaking ..... Language use: Shall and may formation and aSsocIatIOn Informal presentatIOn: ..... Text analysis: A letter of advice management 3 limited Uabilrty a type of company pag.2O PartnershIp 6111 4 Corporate govetnance Unit 3 1 lntrodoction 10 1 A rights issue Writing \",;Key terms: Shares Company law: oomp"" 2 Plain language Summarising ..... Language use 1: Contrasting capitalisation capitalisation Speaking mlormatlOfl 2 SIlarehoiders and Paraphrasing and ..... Language use 2: Common "". . 34 supervisory boards expressIng opmlons cotloctlOOS (verb plus noun) 3 New legislation ..... Text analysis: Understanding legalese Unit 4 1 Introduction to 1 Explaining legal Writing ...... Key terms: OPPOsing concepts Company law: changes in aspects of an Standard phrases for In company law fundamental companies acquisition opening and closing ..... Text analysis: Beginning a changes in a 2 Spin-offs 2 A checklist letters and emails presentation company 3 The minutes of a Speaking ...... Language use 1: Explaining a page 48 meeting Presenting a spin-off procedure 4 Shareholder rights ...... Language use 2: Collocations u, l IUnit 5 Contracts: 1 Introduction to contract formation 1 Negotiating 2 Contract Writing An informative memo ...... Key terms: Defences to contract formation [ ...... Text analysis: Understanding contract 2 A covenant negotiation Speaking formation 3 E-
  6. Reading listening Writing and r Language speaking I Unit 6 Contracts.: remedies _'8 1 Introduction to contract remedies 2 liqUIdated damages 3 Understanding contract clauses 1 A Danish remedy 2 Remedies ""-. Writing correspondence to a client Speaking ..... Io
  7. Reading Listening Writing nd !aking 1 Introduction to 1 Training of junior Writing Key terms: Intellectual property Unit 11 intellectual property lawyers Notes for a case brief Text analysIs: Discourse Intellectual 2 The State Street 2 Discussmg Issues - Writing and Speaki"g markers as sentence openers property ~" copyright and fair Paraphrasing in plain page 148 3 Busmess method patents "" language Speaking 4 Traoe-mark statutes Phrases for discussions 1 Introduction to 1 Drafting a Writing I
  8. The practice of law 1 PART I: THE LEGAL SYSTEM a 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? A B LAW 121: Introduction to English law LAW 221: Introduction to civil law This course provides a general overview of More individuals in the world solve their English law and the common-law system. legal problems in the framework of what is The course will look at the sources of law called the civil-law system than in the and the law-making pl'"ocess, as well as at Anglo-saxon case~law system. This course the justice system in England. Students will introduce students to the legal systems will be introduced to selected areas of of Western Europe that have most English law, such as criminal law, contract influenced the civil-law legal systems in law and the law of torts. The relationship the world. It aims to give students an between the English common law and EC insight into a system based on the law will also be covered. superiority of wnllen law. The course will cover the application and development of The course is designed for those Roman law in Europe to the making of international students who will be studying national codes all over the world. at English universities later in the academic year. Other students with an interest in the The course is intended to prepare students subject are also welcome to allend. as the who are going to study in a European contact points between English law and university for the different approaches to civil law are numerous. The seminars and law that they are likely to face in their year all course materials are in English. abroad. 2 Match these bodies of law (1-3) with their definitions (a-c). 1 civil law a area of the law which deals with crimes and their punishments. including fines and/or imprisonment (also penal law) 2 common law b 1) legal system developed from Roman codified law. established by a state for its regulation: 2) area of the law concerned with nOrH:riminal matters, rights and remedies 3 criminal law 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)
  9. 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 legislation non--eriminal precedents provisions rUlings The term 'civil law' contrasts with both 'common law' and 'criminal law'. In the first sense of the term. civil law 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 gener, lly to legal documellts which set forth rules gc /erni 19 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 its source (a-e). 1 3 TIle n~w Ell \\'orking "OUI"> Directive The purpose of this Ordinance I is to regu.late is reponed to t~ c:lusin~ controvcr:iY tral1ic upon the Streets and Public Places 10 the :l1l1ongst the llK'dic:11 profe.s~ion, Town of Hanville, New Hampshire, for the . promotion of the safety and welfare of tile publiC. 2 When a statute is plain and 4 unambiguous, the court must give effect The.s e workplace safety and health regulations are to the intention of the legislature as deSigned t~ pr~vent personal injuries and illnesses expressed, rather than determine what from occurring In the workplace. the law should or should not be_ 5 Mr Speaker, I am pleased to have the opportunity 10 present the Dog Control Amendment Bill to the House. II is a further milestone in meeting the changing expectations we have about what is responsible dog ownership. 1 (UK) bye-law a court ruling b local government document c newspaper d parliamentary speech e brochure for employees
  10. 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 tlle European Union to establish policies at tlle European level to be incorporated into the laws of the Member States S formal written law enacted by a legislative body 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 European Union on Data Protection established legal principles aimed at protecting personal data privacy and the free flow of data. There are several ways to refer to what a law says. look at tlle following sentences: The law stipulates that corporations must have three governing bodies. The law provides that a witness must be present. The patent law specifies that the subject matter must be 'useful'. These verbs can also be used to express what a law says: The law states / sets forth / determines / lays down / prescribes that .•. 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. f courts (Ot rt' can be distinguished with regard to the type of cases they heal 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 a This is where a person under the age of 18 would be tried. appeals. appeals court) b This is the court of primary jurisdiction. where a case is heard 2 crown court for the first time. 3 high court (or supreme c This is where small crimes are tried in the UK. court) d This is where law students argue hypothetical cases.
  11. 4 juvenile court e This is where a case is reviewed which has already been heard 5 lower court (or court of in a lower court. first instance) f This is where cases involving a limited amount of money are 6 magistrates' court handled. 7 moot court g This is where serious criminal cases are heard by a jUdge and a 8 small-claims court jury in the UK. 9 tribunal h This is where a group of specially chosen people examine legal problems of a particular type, such as employment disputes. This is usually the highest court in a jurisdiction, the court of last resort. o 10 Work 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. 11 Complete this diagram with the words and definitions below public official who has (a-O. -~_ the authority to hear and decide cases person who 1) initiates a civil lawsuit defendant! clalmant1 respondent 2) . reasonably I-----{ COURT }----{ 3) . prudent person person who has specialised knowledge of a particular subject 4) . who is called to 5) . testify in court '" employee who takes records, files papers person who and issues processes 6) . appeals a decision to a higher court a expert witness b appellant 2 1 (US) plaintiff c person who is sued in a civil lawsuit 2 (US) also petitioner 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 U" 1 The practice of law
  12. 12.. listen to a lawyer telling a client about some of the documents involved ;n his case and answer these questions. 1 What claim has been filed against the client? 2 Will the case go to trial? 13 Match these documents (1-9) with their definitions (a-i). 1 affidavit a a document informing someone that they will be involved in a legal process and instructing them what they must do 2 answer b a document or set of documents containing the details about a court case 3 brief c a document providing notification of a fact, claim or proceeding 4 complaint d a formal written statement setting forth the cause of action or the defence in a case 5 injunction e a written statement that somebody makes after they have sworn officially to tell the truth. which might be used as proof in court 6 motion f an application to a court to obtain an order. ruling or decision 7 notice g an official order from a court for a person to stop doing something 8 pleading 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 9 writ the principal pleading by the defendant in response to a complaint 14.. listen again and tick the documents that the lawyer mentions. 1 answer 0 2 affidavit 0 3 brief 0 4 complaint 0 5 injunction 0 6 motion 0 7 notice 0 8 pleading 0 9 writ 0 15 Match each verb used by the lawyer (1-5) with its definition (a--e). 1 to draft a document a to deliver a legal document to someone, demanding 2 to issue a document that they go to a court of law or that they obey an order 3 to file a document with an authority b to produce a piece of writing or a plan that you intend 4 to serve a document on someone to change later (or to serve someone with a c to deliver a document formally for a decision to be document) made by others 5 to submit a document to an d to officially record something. especially in a court authority of law e to produce something official 16 Decide which of the nouns ;n Exercise 13 can go with these verbs. The first one has been done for you. 1 draft (IJ'l (IJ'lswer, l1. bne.f. 0. comploi.nt, 0. mohon, 0. pLe6..d.i.ng 2 issue 3 file (with) 4 serve (on someone) 5 submit
  13. legal latin Lawyers use Latin words and expressions when writing legal texts of every kind, from statutes to emails. The following excerpt is from the legal document known as an 'answer' It was submitted to the (ourt by the defendant from listening 1. 17 Underline the common latin words and phrases in the text. Do you know what they mean? The claim for breach of contract fails inter alia to state facts sufficient to constitute a cause of action, is uncertain as to what contract plaintiffs are suing on, and is uncertain in that it cannot be determined whether the contract sued on is written. oral or implied by conduct. The complaint alleges breach of contract as follows: 'At all times herein mentioned. plaintiffs were a part I sic J to the Construction Contract. as well as intended beneficiaries to each sub- contract for the construction of the house. In light of the facts set out above. defendants. and each of them. have breached the Construction Contract: On its face, the claim alleges only that defendants 'breached the Construction Contract'. But LongCo is not a party to the Construction Contract. Therefore LongCo cannot be liable for its breach. See e.g. G$I Enterprises. Inc. v. warner (1993). 18 Match each Latin word or expression (1-8) with its English equivalent and the explanation of its use (a-h). 1 ad hI)(: a thus (used after a word to indicate the original. usually incorrect. spelling or grammar in a text) 2 et alii (et al.) b for example (used before one or more examples are given) 3 et cetera (etc.) c for this purpose (often used as an adjective before a noun) 4 exempli gratia (e.g.) d against (versus is abbreviated to V: in case citations, but to 'vs." in all other instances) 5 id est (I.e.) 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. orv.} h that is (used to signal an explanation or paraphrase of a word preceding it) 19 Match each Latin term (i-10) with its English equivalent (a-j). 1 de facto a among other things 2 ipso facto b per year 3 inter alia c number of shareholders or directors who have to be present at a board meeting so that it can be validly conducted 4 per annum d in fact 5 pro forma e of one's own right able to exercise one's own legal rights 6 pro rata f proportionally 7 quorum g by that very fact itself 8 sui juris h as a matter of form 9 ultra vires as follows 10 videlicet (viz.) beyond the legal powers of a person or a body
  14. PART II: A CAREER IN THE LAW 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: $0, what are you two planning to do later. when you've completed your degree? Daniel: Well, right now, I'm planning to become a 1) , because I'd really like to plead cases in court. Anna: You've been watching too many of those American films. when the handsome young 2) wins the case against the big. bad corporation! Daniel: Very funny. I just like the idea of arguing a case. I think ifd be exciting. What about you? Anna: Actually, rd like to work for a big corporation and advise them on their legal affairs, as 3) . I've heard the work can be very challenging. What are your plans, Jacob? Jacob: I'm thinking about becoming a 4) . I'm not that interested in pleading cases in court. I'd rather do research and give legal advice - I think that'd suit me better. 21 Discuss 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? 22 a 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 contracts corporations decisions defendants disputes law legislation 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. 23 Choose 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 public-sector sole defence tax government trial patent practitioner J
  15. Legal education A call to th B r EnQ ish speaklOCi (au trie ,thE Bar.. e TI for t e ~al pro e...... lon I sell bar assoc ation I th ssoc allon wh h rf>Q at s he p ofr551 A perso who to plac I aw S ldmltted to the Bar 0 th th r hi (j 0 fisb r wv r or her nabt t (t e law Th 0 0 In • o gu Wfltt n fC s h'lo el rs about 0 se f 2 Read the text and say whether legal education in your country is more similar to the UK or the US model. Studying law in the UK In the UK, a ]l'J:,.ral",·ducltioll u
  16. c c u it e 26 Read the following CV (curriculum vitae)l 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? Linus Walker Address: Frejg 17, SE·118 25, SlOckholm. Sweden Nationality. British Email address: linuswalker@elLsc Dateofbirlh: 12Ma)' 1982 EDUCATION 2005 - present University of Stockholm, Sweden A'faSler's Programme ill LaU/(wd Illformfliioll Tecllllology Course covers the legal aspects of Information Technology and the legal implications of the use of the Internet 2(){){).-Z004 University of Essex, Colchester, United IGngdom 1-LO (EIISlisl, & Fre/lcll law degree) Course included all the core legal subjects, with a focus on contract law, company law, common law. property law and European law ~OO2-2003 Universitc Paris X, Paris, France DEUG (Freud, law degree), Namerre Part of the degree programme at Universily of Essex included an illlensive course in French. Among subjecls studied: European Communily L..1W. Infomlution Law, Civil Law and Penal Lmv LEGAL WORK EXPERIENCE June 200+- European Commission, Brussels, Belgium February ZOOS Legal AssislalU within the Legal Department of the service Commune Relex (SCR). Drafling opinions in English and French dealing wilh contraCtS awarded for projecls Summers G. R. FOSler & Co. Solicitors, Cambridge, UK 200]-2004 Liaison with clients; conducting research into multiple legal arcas. including fam ily law, ton law and conlracts; assisting with lrial prcparMioll Summer 2000 Wesll
  17. I nlOg Law firm s ructure 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 -- Ms Graham, Mr Nichols 2) 1 3) Department Debtor-Creditor Department Secretary secretary Salaried Partner 4) ~-.-- ASSOCia~ 5) 6) Paralegal Associate 1 ASSociate~ Paralegal ~~ Paralegal ~ Associate ~ Speaking 3: Describing a law firm 29 Look 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 ... 30 Using 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.
  18. 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. D Speaker 2 ... 1 is a sole practitioner. D 2 works in the area of employment law. D 3 deals with wage disputes. D 4 represents clients in mediation. D 5 has many clients who are small businesses. D Speaker 3 ... 1 works in the area of secured transactions. D 2 carries out trade-mark registrations. D 3 assists clients who are in artistic professions. D 4 serves as an expert witness in court. D 5 is a partner in a large IP firm. D Speaker 4 ... 1 is a senior partner in a mid-size law firm. D 2 specialises in competition law. D 3 represents clients before the employment tribunal. D 4 deals with infringements of the Competition Act. 0 5 has clients in the telecommunications sector. 0 Speaker 5 ... lawns shares in his firm. 0 2 argues cases in court. 0 3 works in the area of real property law. 0 4 represents landlords but not tenants. 0 5 teaches courses on litigation at the law university. 0 32 Discuss these questions. 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? La r .ulture 33 Read 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? One factor which plays an sole practitioner) to lawyers, is sometimes lawyers, while a large law important role in the global firms employing known as a boutique finn is considered to be culture of a law firm is its hundreds of attorneys all firm, as il often specialises one employing SO or more size. Law finns can range over the world. A small in a specific area of the altomeys. from a one-person solo law finn, which typically law. A mid-size law finn practice (conducted by a engages from two to ten generally has ten to 50
  19. 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. large firms more autonomy and responsibility opportunity to work on prestigious cases chance to rotate through different practice areas asked to write briefs and leners allowed to conduct research and manage court books opportunity to make many contacts more training offered made to feel part of a team invited to participate in social events family.like atmosphere made good use of time 36 Discuss 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? Q Unit 1 To improve your web-based research skills, visit www.cambridge.orgjelt/legalenglish, click on Research Tasks and choose Task 1. Un" The ''''';ceoflaw E
  20. Company law: company formation and management R adinq 1: Introduction to company law Th s text pfo'o'ide§ an mtroducti')n '0 the key terms used when talking about companies as tel . enr; , •...ey r'" c_. lj and how they are managed. It also covers the leqat ie. :00 'I Ie COl rts' role in policing them. 1 Read the text quickly, then match these phrases (a-f) with the paragraphs (1-6). a directors' duties c company definition e partnership definition b management roles d company health f company formation 1 A company1 is a business association which has the character of a legal person, distinct from its officers and shareholders. This is significant. as it allows the company to own property in its own name, continue perpetually despite changes in ownership. and insulate the owners against personal liability. However, in some instances. for example when the company is used to perpetrate fraud or acts ultra vires, the court may 'lifF the corporate veil' and subject the shareholders to personal liability. 2 By contrast, a partnership is a business association which. strictly speaking, is not considered to be a legal entity but. rather. merely an association of owners. However. in order to avoid impractical results, such as the partnership being precluded from owning property in its own name, certain rules of partnership law treat a partnership as if it were a legal entity. Nonetheless, partners are not insulated against personal liability. and the partnership may cease to exist upon a change in ownership, for example, when one of the partners dies. 3 A company is formed upon the issuance of a certificate of Incorporation) by the appropriate governmental authority. A certificate of incorporation is issued upon the filing of the constitutional documents of the company. together with statutory forms and the payment of a filing fee. The 'constitution' of a company consists of two documents. One, the memorandum of association 4 , states the objects of the company and the details of its authorised capital, othelWise known as the nominal capital. The second document, the articles of associationS, contains provisions for the internal management of the company, for example, shareholders' annual general meetings6 , or AGMs, and extraordinary general meetings7 , the board of directors, corporate contracts and loans. 4 The management of a company is carried out by its officers, who include a director, manager and/or company secretary. A director is appointed to carry out and control the day·to-day affairs of the company. The structure, procedures and work of the board of directors, which as a body govern the company. are determined by the company's articles of association. A manager is delegated supervisory control of the affairs of the company. A manager's duties to the company are generally more burdensome than those of the employees. who basically owe a duty of confidentiality to the company. Every company must have a company secretary. who cannot also be the sole director of I (US) corporatl()ll 4 (US) articles of IncorpCJfBlJon Of certifICate of incorporatlOll 2(US)PIef
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