Grammar Practice a) Modal Verbs

should is used to express mild obligation, not as strong as must. (refer to Grammar Supplement p. 265)

A lawyer counseling a client can use should + V (e.g. You should avoid discussing prices) to warn the client that such conduct is not recommended.

shouldn’t is more appropriate here than must not; must not is strong prohibition, and a lawyer is not authorized to prohibit anything (You shouldn’t agree on discussing prices with your competitor)

B) Mind the following:

agree to do smth

agree on doing smth

avoid doing smth

C) Use clauses of reason with because, as, since to explain why the client should or shouldn’t do smth.

Exercise 10

Make up sentences joining Modal Verb construction with appropriate Practices part and then choose the proper Reason phrase.

Modal Verb construction		Practices	Reason
You shouldn’t	Agree	1.discussing prices, pricing procedures, changes in or stabilization of prices, terms or conditions of sale	a) as such discussions may lead to discrimination practices which constitute violations of Clayton and Robinson-Patman Act penalized by substantial civil damages.
	Agree on	2. to discuss pricing practices of any industry member	b) since your competitors may start to allocate territories or customers, and these are practices prohibited by antitrust laws.
You should	Avoid	3. discussing specific credit terms, discounts, rebates, freight allowances, profits, profit margins or costs, market shares or sales territories	c) since such acts constitute an agreement to group boycott action which is prohibited by antitrust laws, Sherman Act in particular.
		4. to discuss selection, rejection or termination of one of your suppliers or customers	d) since it’s a price fixing practice which constitutes antitrust laws violation
		5. discussing production levels or schedules	e) because a legal professional can prevent you from committing an unlawful act.
		6. exchanging price information (or other sensitive business information) with competitors without guidance from company counsel.	f) because your competitors may plan a combination to dominate on the industry market, and this is a criminal violation of Sherman Act
		7. with any competitor to refuse to sell to certain customers, or to buy from certain suppliers.	g) as your competitors can attempt to restrain your business, though you can sue them for violation of antitrust laws.

Role-Play Exercise 11 Additional tasks for the role-play preparation.

Student A. Your name is Don/Diana Ronson. You operate somewhere in the USA. Prepare your “legend” – what kind of business you have (retail, restaurant, telecommunication, Internet service provider etc.) and remember that you have a young not very big business. Give name to your company and to your competitors. Prepare a story how the competitors approached to you and what exactly they offered. You know little of antitrust laws but you worry that something unlawful can happen. Prepare the questions to the lawyer and ask them as indirect questions:

Could you tell me ….. Will you explain …. etc (see Grammar Reference paper)

The phrases you were practicing while preparing for an interactive presentation (p. 275-276) may be useful.

Student B. Your name is Paul / Paula Eastwood. The law firm you work for specializes on corporate law and you are an expert in M&A and Antitrust law. Don’t forget to introduce yourself when meeting the client, offer him/her a seat.

In your counseling use the notes you’ve made but first learn as much as possible about your client’s problem.

Preparing your role try to practise an imaginary dialogue with your “client”. You are not supposed to make long “speeches” explaining the issues.

Useful conversational phrases

Showing understanding	Explaining	Checking understanding
I see	Let me explain.	Do you know what I mean?
I understand.	To give you more information,	Do you know what I'm saying?
I get it./I got it	Let me tell you a little more (about it).	Do you understand?
	Let me give you some details	Are you following me?
	Let me say that another way.	Any questions?
	What's more,

Collecting information. (АЯЮ, стр 142 – 143)

Find the information on

1. UK act prohibiting abuses of market power and anti-competitive agreements;

2. criminal offences under the Enterprise Act and punishment for committing them;

3. legislative initiative resulted from the increase of mergers;

4. the reason why must the UK legislation be in compliance with the European Union law;

5. disqualification of directors;

6. UK government ministerial departments responsible for fair competition;

7. the authority that has the power to investigate businesses suspected of breaching the Competition Act;

8. public organizations authorized to monitor and regulate the merger practices;

9. the Commission’s in-depth inquiries;

Reading skills (АЯЮ, стр. 142 – 143)

Answer the following questions

1. How many member states are there in the European Union? Can you name any of them?

2. What treaties make the basis of the EU legal framework?

3. What are the major bodies of power in the EU?

1. What is one of the major principles that form the legal order in the European Union?

2. Why are the UK courts bound to apply the European law?

3. Can the UK authorities enact a law which does not comply with the applicable EU rules?

4. What are the functions of the European Commission?

5. What does effective competition mean?

6. What are the major areas of the European Commission competition policy?

7. What business practices are illegal under the EC rules?

8. How can the Commission penalize the breaching companies?

9. How can the Commission prevent mergers which can negatively affect the competition?

10. Which articles of the Treaty set out the rules of merger control?

11. What activities are prohibited under these rules?

12. On what condition can the Commission grant exemptions from Article 81 prohibition?

II. Refer to the Grammar Reference paper, Clauses of Reason, point 2 Connectors of Cause and read how such connectors are used. Connect the following sentences using

therefore; consequently, so; as a result; accordingly.

E.g.

- One of the fundamental principles which lies at the heart of the European legal order is that European law has priority over any conflicting law of the member states. As a result national courts of the member state are not only bound to apply European law.

- Competition allows technological innovation to develop. Thus, it’s essential for businesses and governments of member countries to set and observe fair rules of the “game”.

1. European law is binding for member states. The courts may not give effect to any national law which is inconsistent with applicable EU rules.

2. Economy and business in EU countries can develop only under fair competition rules. The European Commission is empowered to ensure the compliance of business activity with the provisions of the Treaties.

3. Some businesses conspire with each other to fix prices or divide markets. Such activities constitute a violation of law and are punishable by fines for such practices.

4. A merger can gain a dominant position on the EU market. The European Commission is authorized to ban such merger.

5. After the takeover the company starts to abuse its new market position. Such activity distorts free competition in the Single Market and must be prohibited.

6. Some merging companies intend to improve their efficiency. Under the Article 81 of the Treaty the European Commission grants exemptions from prohibition of their transaction even if such merger affects the trade or industry to a certain extent.

REVIEW

Go back to p. 132 to answer and comment on the questions of the task.