- •Содержание
- •Предисловие
- •Unit 1 legal profession in the united kingdom
- •Give Russian equivalents for the following English words and phrases:
- •Word formation. Complete this table by filling in the correct forms.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Read the text and decide whether the statements are true (t) or false (f).
- •Chose the phrase which best completes each statement.
- •Text 1 entering the profession
- •Text 2 solicitors at work
- •Unit 2 different types of companies
- •Give Russian equivalents for the following English words and phrases:
- •Word formation. Complete this table by filling in the correct forms.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Read the text and decide whether the statements are true (t) or false (f).
- •Chose the phrase which best completes each statement. Sometimes more than one variant is possible.
- •Text 1 lecture on company law Part I
- •Text 2 lecture on company law Part II
- •Tick the correct answer of the questions in the table.
- •Complete the table:
- •Unit 3 company structure
- •Give Russian equivalents for the following English words and phrases:
- •Word formation. Complete this table by filling in the correct forms.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Read the text and decide whether the statements are true (t) or false (f).
- •Chose the phrase which best completes each statement. Sometimes more than one variant is possible.
- •Lawyers involvement in managing a business entity
- •Unit 4 fundamental changes in a company
- •Give Russian equivalents for the following English words and phrases:
- •Word formation.
- •Complete this table by filling in the correct forms.
- •Add the prefixes in-, ir-, un-, dis-, anti- to each of these words to form its opposite.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Read the text and decide whether the statements are true (t) or false (f).
- •Chose the phrase which best completes each statement. Sometimes more than one variant is possible.
- •Text 1 a lecture on legal aspects of acquisition
- •Text 2 spin-offs
- •Unit 5 contract law
- •Give Russian equivalents for the following English words and phrases:
- •Word formation. Complete this table by filling in the correct forms.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Read the text and decide whether the statements are true (t) or false (f).
- •Chose the phrase which best completes each statement. Sometimes more than one variant is possible.
- •Text 1 structure of a commercial contract Part I
- •Interpretation
- •Text 2 structure of a commercial contract Part II
- •Text 3 contracts: remedies
- •Information technology law and cybercrime
- •Give Russian equivalents for the following English words and phrases:
- •Word formation. Complete this table by filling in the correct forms.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Read the text and decide whether the statements are true (t) or false (f).
- •Identity thefts
- •Intellectual property law
- •Give Russian equivalents for the following English words and phrases:
- •Word formation. Complete this table by filling in the correct forms.
- •Match the columns.
- •Fill in the gaps with prepositions if necessary.
- •Match the terms with their definitions. There are some extra terms.
- •How cybersquatters and typosquatters make money from yout own innocent flubs
Text 2 spin-offs
The term 'spin-off refers to any distribution by a corporation to its shareholders of one of its two or more businesses. Sometimes the spun-off business is transferred first to a newly formed subsidiary corporation. The stock of that subsidiary is then distributed to the shareholders of the distributing corporation. Other times, the stock of a pre-existing subsidiary is distributed.
Spin-offs can include distributions on a proportional basis (i.e. pro rata), in which the receiving shareholders do not give up any of their stock in the distributing corporation when they receive the spun-off stock. Sometimes the distribution only goes to certain shareholders. In this case, the receiving shareholders give up some (or all) of their stock in the distributing corporation in exchange for the stock of the controlled subsidiary, Non-pro-rata spin-offs are sometimes referred to as 'split-offs'. A non-pro-rata spin-off that results in one group of shareholders holding all the stock of the distributing corporation and a second group holding all the stock of the former subsidiary corporation is referred to as a 'split-up'.
A spin-off is used to separate two businesses that have become incompatible. In a case where investors and lenders may want to provide capital to one but not all business operations, a spin-off can be a good solution. Spin-offs are also used to separate businesses where owner-managers have different philosophies. Spin-offs may furthermore be used by publicly held companies when the stock market would value the separate parts more highly than combined operations. The separation of business operations could also lead to a greater entrepreneurial drive for success.
The tax characteristics of a qualifying spin-off under Internal Revenue Code Section 355 make this an attractive tool for solving certain corporate challenges. Without Section 355, the distributing corporation would have to recognize a gain on the stock it distributed as if it had sold that stock. In addition, shareholders receiving the distribution would be taxed on the shares received, either as a dividend or as capital gain. This double tax usually makes spin-offs extremely expensive. Code Section 355 permits a spin-off to be accomplished without tax to either the distributing corporation or to the receiving shareholder. Any gain realized by the shareholder is deferred until the stock is sold.
Do the task.
Answer the questions.
What is a spin-off?
How do we call a company which distributes its business operations?
How do we call a company which is spun-off?
Who will receive the stock of a subsidiary company?
What are the types of distribution/spin-off?
What are the characteristics of a proportional distribution?
What are the characteristics of a non-pro-rata spin-off?
How do we call a non-pro-rata spin-off when receiving shareholders give up all of their stock in the DC?
What is the result of a split-up?
In which cases does a company management use a spin-off?
Section 335 of the Internal Revenue Code makes spin-offs attractive for corporations and shareholders. Why?
When do receiving shareholders pay tax on the gain realized?