Английский язык для студентов юридических вузов и факультетов. Учебник
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LESSON EIGHT
смотр счетов, как мой начальник позвал меня. Under no circumstances must you do it. — Ты не должен делать этого ни при каких обстоятельствах). В таких предложениях инверсия подчеркивает эмоциональный характер выражаемой мысли.
Инверсия употребляется также в предложениях, начинающихся со слов here, there (вот), а также с какого-нибудь предлога или второстепенного члена предложения. В этих случаях инверсия также является средством эмоционального выражения мысли. E.g.: Here comes the tram.
Terribly difficult was the task.
Inversion as a Means of Expressing Condition
Инверсия может использоваться во всех трех типах условных предложений. При инверсии союзы if, provided и другие опускаются. В придаточном предложении перед подлежащим используются глаголы had, were, could, might, should. E.g.: Should anyone call me, say that I’ll be back in a quarter of an hour. — Если кто-нибудь позвонит мне, скажите, что я вернусь через четверть часа. Had he known this, he would have never done it. Если бы он знал об этом, он никогда бы этого не сделал.
Exercises
1. Translate the following sentences paying attention to: a) Subjunctives, b)
Conditionals, c) Inversion.
a)1. It is necessary that the arbitrariness of officials be eliminated. 2. The other day he said that he had some business with his legal advisor and that made it imperative that he should leave the office earlier. 3. He insisted that they should hire that employee. 4. It is important that the individual’s employability should not be seriously impaired by a charge which is in fact unfounded. 5. He did not dare argue with the boss for fear he would be fired. 6. We had better work out the solution right now. 7. I would rather prefer you didn’t talk to him before the hearing. 8. If only he had been given a chance to defend himself. 9. I wish I were present at the hearing.
b)1. If he had been at the meeting of the board I should have seen him.
2.If he were offered the post of the managing director, he wouldn't do it unless you told him to. 4. The talks are to begin at 4 p.m. provided the boss arrives.
5.If you asked him, he would give you a complete account of the talks. 7. If everything is ОК, we shall arrive in Moscow at 10 a.m.
c)1. Little did we know about it before. 2. Never has he worked so hard before. 3. Under no circumstances should you rely on his word. 4. Seldom has he been so interested in what he did. 5. Never before had I faced such a shocking situation. 6. No sooner did I come to the office than I learned about this business
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affair. 7. Should he come, tell him to look through the catalogues. 8. Had he been there, he would have told his opinion to the committee. 9. Had he spoken to her, she wouldn't have made such a bad mistake. 10. Should he come, ask him to wait for me.
2. Open the brackets using: a) Subjunctives, b) Conditionals.
a)1. I would rather suggest that we (to come) forward with this initiative. 2. The president of the firm urged us that some radical steps (to be taken) to overcome the crisis situation. 3. He proposes that these documents (to be referred) to the special committee. 4. It is essential that the development (to be broken) up. 5. It is obligatory that this document (to be signed) by the president of the company. 6. It is most important that you (to have) a license before going into such kind of business.
7.1wish he (to be) there at that moment. 8. If only it (can be kept) secret.
b)1. If I had the time, I (to go) there. 2. If I have the time, I (to go) there. 3. If I had had time, I (to go) there. 4. I wish they (to stop) making so much noise. 5. Had I known his address, I (to write) him a letter. 6. If you (to see) Jim today, please ask him to come. 7. If he (to decide) earlier, he could have left for Moscow at 9 a.m. 8. He would understand you if you (to explain) it to him.
READING
TEXT 1
1. Read and translate the text paying special attention to the words and wordcombinations in bold type. Explain your choices.
LEGAL FORMS THAT BUSINESS IN THE U.S.A. CAN TAKE
The expression “legal environment of business” is widely used nowadays because the business environment is being increasingly legalized. Legal rules govern different spheres of business: marketing, bankruptcies, securities, legally permissible forms of business, consumer protection, etc. The law of business organizations is one of the most important aspects of doing business in the U.S.A.
A business can select from a wide variety of legal forms. They include sole proprietorships, partnerships (general and limited), corporations. “A sole proprietorship is a business enterprise owned solely by one individual. It is the most elementary organizational form of business. Small new businesses often begin as sole proprietorships because they are the simplest and least expensive to form and operate. Local accountants or attorneys in business for themselves or small retail shops are likely to be sole proprietorships.”1 In the U.S.A. more than 75 percent of all businesses are
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sole proprietorships.”2 “What Lincoln said about the common man or woman applies as well to proprietorships: God must love them, or He wouldn’t have created so many of them. If proprietorships didn’t have advantages over other legal forms of business organization under many sorts of circumstances, there wouldn’t be so many of them.”3 A sole proprietorship is easy to get started. All one needs to become a proprietor is to obtain the assets and to commence operations. “It is not necessary to file any document with any governmental office other than local requirements (by a city or county) that the owner register the name of the business to prevent fraud. This registration would notify the public, for example, that John Smith is “doing business as Smith’s Hardware Store.’4 Sole proprietors have complete control over their business, keeping all profits. Their income from business is taxed as personal income and they can discontinue business at will5. There are also some disadvantages of being a sole proprietor. One of the disadvantages is that it is difficult for sole proprietors
“to put together enough financial resources to enter industries like automobiles, steel, or computers... Another disadvantage is that proprietors are liable for all the debts of the firm. If their business fails, their personal assets can be taken by their creditors, and they can be completely wiped out.”6
The Uniform Partnership Act (UPA) definition of a partnership is an “association of two or more persons to carry on as co-owners a business for profit.” A partnership is also easy to establish and does not require state approval. Besides that, more investment capital is available, and partners pay only personal income tax. The disadvantages of partnerships are as follows: partners in general partnership have unlimited liability, profits must be shared and disputes between partners can arise. In limited partnerships there are two types of partners — general and limited. General partners are subject to unlimited liability for the business, the liability of limited partners being confined to the amounts of their investments. Limited partners are supposed to be passive with respect to management. A limited partnership must have at least one general partner.
A corporation is a legal person, body, or entity which is separate and distinct from its owners (shareholders). Thus it is a legal fiction. This form of business organizations allows small investors to participate in capitalism by dividing up corporate ownership into many shares. People who purchase corporate shares are known as shareholders or stockholders. Stockholders are free to sell their stock.
Corporations may be formed only with official government authorization. The board of directors is elected by the stockholders and is responsible for protecting their interests and setting overall policy of the corporation. Directors usually hold meetings to decide matters relating to corporate management.
Corporations, too, have both advantages and disadvantages. Some of the advantages of the corporations are: 1) corporation owners have limited liability; 2) corporations can raise large sums of money; 3) corporations can employ
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well-trained personnel; which provides for higher productivity and efficiency of the business; 4) ownership in a corporation can be easily transformed from one person to another; 5) the withdrawal of several stockholders; corporate offices; or employees from the firm can not terminate its existence7.
One of the main disadvantages of corporations is double taxation of income. The corporation itself pays a tax on its income, and the recipients of dividends (shareholders) also pay tax on the dividend income.
Notes: 1 Burnham W. Introduction to the Law and Legal System of the United States. St. Paul, Minn., 1995, p. 510.
2 Kishel G.F., Gunter Kishel P. How to Start, Run, and Stay in Business. 2-nd ed. N.Y., Chicester, Brisbane, Toronto, Singapore, 1993, p.41.
3 Mansfield E. Economics. Principles/Problems/Decisions. 7-th ed. N.Y., L, 1992, p.443.
4 Burnhan W. Op. cit, p. 54.
5 Kishel G.F., Gunter Kishel P. Op. cit, p. 42. 6 Mansfield E., Op. cit, p. 443.
7 Kishel G.F., Gunter Kishel P. Op. cit, p. 49.
2. Give the Russian for:
legal environment of business; marketing; bankruptcy; legally permissible forms of business; sole proprietorship; expensive; local accountants; retail shops; to get started; owner; complete control over business; personal income; to discontinue business at will; financial resources; corporate management; employer; employee; recipient of dividends; tax on the dividend income
3. Give the English for:
охрана прав потребителей;охрана окружающей среды; товарищество; деловое предприятие; юрист; преимущества; недостатки; требования; прибыль; промышленность; подлежащий ответственности по закону за все долги; движимое имущество и денежные средства; совладельцы; одобрение; капиталовложения; подоходный налог; товарищество с ограниченной ответственностью; полное товарищество; юридическое лицо (3); юридическая фикция; капиталовкладчик; акционер (2); акции, двойное налогообложение дохода.
4. Complete the following sentences using the words given below each sentence (a, b, с or d).
1)А ... is a firm owned by a single individual.
a)corporation; b) partnership; c) proprietorship; d) business.
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2)A proprietor has unlimited ... for the debts of the business,
a)advantage; b) disadvantage; c) independence; d) liability.
3)It is difficult for a proprietor... enough financial resources,
a)to put together; b) to establish; c) to wipe out; c) to sell.
4)... is issued to owners, generally in exchange for their cash,
a)dividend; b) stock; c) profit; d) income.
5)One disadvantage of the corporation is double taxation of...
a)finance; b) income; c) consumers, d) debts.
5. Make up word-combinations. |
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a) legal |
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body |
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environmental |
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proprietorship |
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sole |
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office |
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general |
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ownership |
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governmental |
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protection |
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personal |
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taxation |
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limited |
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environment of |
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business |
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financial |
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officers |
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limited |
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forms |
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unlimited |
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partnerships |
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small |
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management |
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corporate |
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income |
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double |
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assets |
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liability |
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resources |
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person |
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entity |
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fiction |
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investors |
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b) retail |
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enterprise |
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business |
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shops |
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government |
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authorization |
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dividend |
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income |
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с) law |
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of |
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business |
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control |
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over |
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limited partners |
liability |
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investments |
amounts |
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directors |
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READING
board |
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business |
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organizations |
disadvantages |
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dividends |
recipients |
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d) to enter |
tax |
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to have |
complete control |
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to discontinue |
Business |
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to establish |
a partnership |
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to raise |
large sums of money |
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to employ |
industries |
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to pay |
well-trained personnel |
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6. Translate the following sentences into Russian: to put together
1. They put together enough financial resources to form a partnership. 2. It’s difficult to put a committee together.
to be liable for
1. He is not liable for her debts. 2. Each partner is liable without limit for the bills of the firm.
to provide for
1. We shall make some arrangements to provide for labour productivity. 2. The law provides for a wide range of personal rights.
7. Make up word-combinations. Use them in sentences of your own.
a) to put together |
efforts |
b) to be liable for |
damages |
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money |
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debts |
c) to provide for |
civil rights |
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liability |
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8. Form the derivatives with the help of the following prefixes:
со-: debtor, plaintiff, actor, worker, citizen, director, interest, author, proprietor, existence
anti-: trust, constitutional, republican, war counter-: espionage, proposal, idea, question
de-: to centralize, to nationalize, to limit, to naturalize
dis-: advantage, to agree, to approve, to continue, engaged, interested,
order
il: legal, logical, liberal
im-: material, possible, proper, passive
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in-: accuracy, action, corrupt, dependence I ir- regular, responsible, relevant
mis-: to judge, to state, to understand, to learn I non-: act, age, aggression, crime, criminal I un-: taxed, legalized, paid, ordered
9. Ask as many questions based on text 1 as you can. Ask your group-mates to answer them.
TEXT 2
1.Memorize the following words. hire — нанимать
rigorous — строгий
follow-up — 1) контроль, наблюдение; 2) плановый учет work attire — рабочая одежда
feedback — обратная связь
2.Read the following international words and give their Russian equivalents. to concentrate (on), to simulate
3.Read and translate the following family words:
to employ — employability; partner — partnership; skilled — multi-skilled; to collaborate — collaborative — collaboratively; advantage — disadvantage; confidence — self-confidence; to select — selection; place — to place — placement; to solve — solution
4. Give the Russian for:
job training programs; youth employment; local youth support services; latest technology; technology skills; accessible information; working conditions; rates of pay; part-time or casual employment; bargaining power during negotiations; comprehensive Literacy and Numeracy strategy; disadvantaged young women; to enroll in education; training courses; solid structure; flexible training; advisory group; to provide feedback; income tax; bank account.
5. Read the text and say, whether it deals with the following problems or not.
1)The role of the government in encouraging partnerships between educational and public youth organizations.
2)Jobs where young people are not wanted.
3)Modern professional requirements employees should meet.
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4)Financial aspects of education.
5)Contacts of families and educators.
6)Characteristic features of the modern youth employment market.
7)Personal qualities of young people that should be developed with the help of training programs.
8)Problems of young people which are not connected with education.
9)Necessity of teaching students how to communicate.
YOUTH EMPLOYMENT AND JOB TRAINING PROGRAMS
It should be recognized that the education and training system has a critical responsibility in preparing young people for work and active involvement in the community. Young people want to be involved in shaping their education, training and employment opportunities. Families, teachers, employers and communities are key partners in identifying and enhancing those opportunities. The challenge for government, therefore, lies in facilitating partnerships between schools, education and training organizations, local youth support services and the community.
There is a greater expectation that employees will be multi-skilled, capable of adapting to many different challenges at work and able to use the latest technology. Accordingly, educational settings across the state are important sites for many young people to develop their information technology skills.
Young people want accessible information about their working conditions, rates of pay and what to do when the demands of their employers and their studies conflict. This is particularly important, as they are more likely to be employed as part-time or casual employees. Young people can also face greater exploitation as they have less experience and are less likely to be in a union, limiting their bargaining power during negotiations.
In the USA comprehensive Literacy and Numeracy Strategy was introduced. The development of information technology skills by young people is encouraged. This program responds collaboratively to the needs of young people who are at risk of disengaging from education and training, with a range of initiatives.
In the USA the Links to Learning Community Grants Program funds community organizations to assist young people who experience significant difficulties participating in formal learning environments to remain in, or return to, education or training. Grants for disadvantaged young women, e.g., increase their motivation to stay at school and provide assistance so that they can enroll in education and training courses1.
Youth job training programs have become increasingly more important as the structure of the youth employment market has changed. Today, young people
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with limited education have relatively fewer employment opportunities than their counterparts fifty years ago. In 2004, the full and part-time youth employment rates for youth between the ages of 16 and 27 were one to three percentage points lower than in 1994. For those without high school degrees or the equivalent, work experience is extremely important in building a base for future advancement in the work force.
Job training programs for youth need to be somewhat different than those for adults. Beyond simply imparting skills, youth job training must help students learn leadership, responsibility, and self-confidence. Programs should concentrate on creating a solid structure for the program, especially in terms of hiring staff and selecting students. Successful programs also provide flexible training, close attention to student needs, and rigorous follow-up after placement.
One should also consider students’ needs in addition to employability, such as drug or alcohol treatment, child care, or family counseling. It is often necessary to go beyond simply referring clients to social service programs. Programs might want to schedule appointments for their clients and arrange transportation, if needed, to and from the appointments.
TEXT 3
1. Memorize the word.
entrepreneur — предприниматель, владелец предприятия
2. Read the following piece of information and entitle it. Answer the last question of the text.
The wealthiest people tend to be entrepreneurs. They are people who have started their own companies and through good management and hard work have become very successful. You probably already know that starting your own business is not a guarantee that you will be wealthy, but it gives you an opportunity to grow. Entertainers, athletes, some medical professions and Chief Executive Officers might also be called entrepreneurs.
Starting a business isn’t for everyone. If taking big chances for big rewards isn’t your style, and salary is a more attractive option, these are some of the highest paying jobs in Canada (where you work for someone else) in no particular order:
•Specialist Physicians (in a hospital)
•General Practice Doctors
•Judges
•Managers in Finance and Business Services
•Managers in Utilities, Transportation and Production
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•Managers in Broadcasting
•Engineers
•Lawyers
•Dentists
Starting your own business isn't difficult, but it takes some time to do the research and planning that leads to success. You will likely be employed with someone else while planning your business.
Here are a few questions you'll need to answer:
What is your product or service? This is often the most difficult task, figuring out what your business will do. What will your business expenses be? How much will it cost to make your product or provide your service? Will you need an office or shop? How about equipment, supplies, advertising and staff? What would you have to charge to make a profit considering the costs? What competitors are in this field already? What do they charge? How do they deliver their product or service? If there are competitors, how can you compete with them? Better prices? More service? Better location? Something else?
See:
www.cbsc.org/alberta/;
www.nextsteps.org/jobs/smallbus.htm
TEXT 4
1. Read the text. Susan is just 15. She has many questions connected with the possibility of finding a job. Try to help her find the answers.
What kinds of jobs are available for people under sixteen? Where can she find any job advertisements? Can she work from home? What strategy should be used if she is not able to find the job she is willing or not qualified for?
FINDING THE JOB
It’s not easy finding a job when you are under sixteen (even under eighteen!). Many employers set a limit of sixteen as the youngest they will hire. A good first step is to ask your parents for ideas. They may have connections to people who can help you. Younger workers do have a few options; here are some ideas:
•Some fast food restaurants will hire under sixteen years of age.
•Some companies that deliver flyers and newspapers.
•Babysitting for neighbours and family friends.
•Yard work, "odd jobs" for neighbours.
•Keep your eyes and ears open for other opportunities to go into business for yourself this summer!
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Most employers don't advertise available jobs in the newspaper or on the Internet. Some do of course, but many people have suggested that those positions are a small fraction of the jobs that are actually available. Here's how to get your rйsumй to the people that can give you what you want:
•Go through your local phone book and pick out companies that you would like to work for.
•Visit their website and read about their businesses. What are their goals? Products? Services? Do they advertise any jobs on their site? Make a list of things that you can do to help them reach their goals. Can you:
•Help things run smoothly in their office?
•Find new customers for their business?
•Build/repair their products?
•Help them save money?
Then phone the company and ask for an appointment to introduce yourself and drop off your rйsumй. Some companies won't allow this, but phone and ask anyway. Arrange to meet people who are willing to speak with you. Ask them what they are looking for in a candidate. Briefly let them know how you can help them reach their goals. Thank them and ask if it would be okay if you contacted them in the future. Send an email or note later thanking them for their time1.
Any ‘work from home’ option that pays an hourly wage is a very good variant. We can’t speak to how many legitimate opportunities of this kind may be available, but we do know that people who find themselves making a steady income from home tend to fall into one of two categories: a known and trusted in-office employee who is allowed to work from home by the employer or someone who is self employed. When considering any entrepreneurial venture, it is important to conduct plenty of research before you invest any time or money! Some ‘work at home’ opportunities are actually pyramid or multi-level marketing plans, which can be illegal. If you suspect this may be the case for an opportunity you have been investigating, you would be wise to check with your local police and the Better Business Bureau to obtain information about the legitimacy of the enterprise.
Notes: 1 www.nextsteps.org/jobsearch/index.html
TEXT 5
1. Memorize the following words and word-combinations. to file a case — возбудить дело
to file for — обращаться с заявлением, просьбой extinguish the debt — погашать долг
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2. Give the Russian for:
constitutional convention; the right to adopt uniform national reorganization/bankruptcy laws; to discharge or extinguish most of the debt; an opportunity to organize the affairs; to regain financial stability; a safety valve; commercial enterprises; legal framework; to stimulate investment in business; investment environment; financial recovery; contributing members of the community and taxpayers; fresh start; competitive society; extensive set of regulations; customary and routine business; to fix creditors and debtors’ rights and obligations
3. Read the text and get ready to answer the following questions.
1. What do reorganization/bankruptcy laws serve? 2. In what way must reorganization/bankruptcy be done? 3. What other American and Russian laws besides the laws on reorganization/bankruptcy govern customary and routine business and commercial affairs? 4. Are there special bankruptcy courts in the US? 5 How many employees can a single reorganization/bankruptcy involve?
BANKRUPTCY
I. American Concept of Reorganization/Bankruptcy
In September 1787, the American constitutional convention adopted provisions granting to Congress the right to adopt uniform national reorganization/bankruptcy laws. This was done, in part, to prohibit the practice in England where, in certain circumstances, reorganization/bankruptcy was punishable by death. Article I, Section 8 of the U.S. Constitution grants to Congress the exclusive right to establish uniform laws on the subject of reorganization/bankruptcy throughout the U.S.
Reorganization/bankruptcy laws in the U.S., generally, allow honest individuals and businesses to discharge or extinguish most of their debt, and provide responsible businesses an opportunity to reorganize their affairs and regain financial stability. In that role, reorganization/bankruptcy laws serve as a safety net for a competitive system; these laws are a safety valve for free enterprise. They can serve exactly the same purpose in developing market economies like Russia’s, specifically with regard to businesses and all commercial enterprises.
A legal framework for reorganizing failed enterprise encourages entrepreneurial effort; it allows for investment and risk-taking. While it does not directly stimulate investment in businesses, it ameliorates some of the harsh results of business failure and enhances the investment environment. A fair statutory framework for reorganization/bankruptcy, or economic reorganization, permits a commercial enterprise’s financial recovery after its decline, a business’s renewal after its demise, and economic success after failure.
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Reorganization/bankruptcy laws allow individuals and businesses a chance to recover and become, again, active, contributing members of the community and taxpayers.
Most important, perhaps, a fair legal framework for reorganization/ bankruptcy provides an avenue for redemption to those honest and responsible debtors who need a fresh start in competitive society.
Reorganization/bankruptcy is not a pleasant or favored procedure in America. As in Russia, it is looked upon with great apprehension, distrust, and dismay. Reorganization/bankruptcy is, nonetheless, considered a necessary and useful tool in a competitive or market economy. It is fair to conclude that while few people “like” reorganization/bankruptcy, few people in a competitive society would discard it entirely.
II. Role of Reorganization/Bankruptcy Law
in the Commercial Law System
As stated, reorganization/bankruptcy laws allow honest individuals and responsible business enterprises the opportunity to discharge, or extinguish, most of their debts.
Reorganization/bankruptcy must be done in accordance with an extensive set of regulations which are designed to give the debtor financial relief, yet protect legitimate interests and rights of creditors. Important limitations are put on debtors. For examples, generally, reorganization/ bankruptcy cannot be undertaken repeatedly or frequently, and reorganization/bankruptcy laws do not allow discharge of debts where illegal conduct or deceit has been undertaken by the debtor.
For the U.S. and Russia, laws other than reorganization/bankruptcy laws govern customary and routine business and commercial affairs. For examples (A) contracts are interpreted and enforced according to a commercial or civil code,
(B) most illegal conduct related to business activity is enforced and punished by state or other authorities, (C) consumers are generally protected by state laws and consumers are generally protected by state laws and consumers seek redress for unfair treatment in court civil proceedings. When reorganization/bankruptcy is filed in the U.S., however, federal reorganization/bankruptcy law is implemented and, generally, prevails over most other state and federal law.
Special federal reorganization/bankruptcy courts, which include about 290 U.S. reorganization/bankruptcy judges, are responsible for administering the reorganization/bankruptcy laws in the U.S. Most bankruptcies consist of individual cases, thousands every year; they include small businesses often involve some of America’s largest corporations. In the U.S., millions of individuals and businesses either file for reorganization/bankruptcy,
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or are directly affected by reorganization/bankruptcy proceedings, every year.
Reorganization/bankruptcy laws give to the honest individual and responsible business an opportunity to be free of creditor collection efforts, such as lawsuits, usually permanently, while they attempt to reorganize their financial affairs. Creditors are not permitted to interfere with a debtor’s reorganization/ bankruptcy or seek to collect on a debt while the case is in court, unless the law or the court specifically allows them to do so.
Reorganization/bankruptcy laws, as with all commercial laws, give creditors an organized and stable environment to make loans and extend credit. Without an orderly and predictable set of rules to govern credit — and to fix creditors’ and debtors’ rights and obligations — a successful market economy is highly unlikely.
In exchange for the special benefits obtained through reorganization/ bankruptcy, an individual or business debtor must disclose all financial information and history to the court and its creditors. All assets, business and financial activities, income and expenses, and possible illegal or wrongful conduct, must be revealed. This protects creditors and the integrity of the system.
Often, an arbitration administrator is appointed by the reorganization/ bankruptcy court to take control of a debtor’s assets, investigate the conduct and assets of the debtor and, if necessary, distribute the assets, or proceeds from the sale of the assets, equally among the creditors. This arbitration administrator system can better insure professional, objective, and fair treatment of all creditors affected by the reorganization/bankruptcy. It also better assures the integrity of the reorganization/bankruptcy system.
III. Impact of Reorganization/Bankruptcy Law
Reorganization/bankruptcy law has significant impact on the commercial law system of the U.S. and its citizens. It is readily available to and used with some frequency by individuals and businesses. Some believe it is used too frequently.
Between 1981 and 1991, total reorganization/bankruptcy cases filed in reorganization/bankruptcy court rose from 360,329 to 725,484, an increase of 101% in ten years. Over 950,000 cases were filed in 1992.
In the State of Colorado, with a population of three and one-half million, about 18,000 new cases were filed in 1992. A single reorganization/bankruptcy can easily involve anywhere from a few employees to 6,000 to 7,000 employees and anywhere from several thousand dollars to over a billion dollars in assets in a single case. Bankrupt businesses include restaurants and grocery stores, clothing manufacturers and clothing stores, computer manufacturers, airlines, ski resorts and hotels, construction companies and architectural firms, oil and
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gas companies, small cities, mining companies, and farmers, as well as law firms and accounting firms.
Protection from creditors through reorganization/bankruptcy is available to virtually every individual and business in the U.S. It is an opportunity which is readily accessible to virtually all types of enterprise. In Russia it is available to most all businesses and enterprises.
(Reprinted with permission of S. Brooks from Brooks S.B., CoarD.H., Mitchell Т.О. Principles of Commercial and Reorganization/Bankruptcy Law. M., Oryol, St. Petersburg, Yekaterinberg, Saratov, November 1993, pp. 2-5)
TEXT 6
1. Read the text and say what the term “fresh start” means.
FRESH START
The primary purpose of the reorganization/bankruptcy laws is to allow individuals and companies a “fresh start” in their financial affairs. This means, in part, granting relief to a debtor of its “old debt” and otherwise relieving that debtor of the burdensome, sometimes overwhelming, financial obligations existing prior to reorganization/bankruptcy.
The reorganization/bankruptcy laws grant to a debtor two invaluable benefits. The first is “time” to reorganize its financial affairs and/or the second, an “opportunity” to regain financial solvency.
While a “fresh start” is the principle long-term benefit accorded to a debtor, reorganization/bankruptcy accords other, short-term benefits to a debtor, One of the principal short-term benefits is equipping a debtor with the ability to “instantly” freeze its creditors from attempting to collect on claims, thus bestowing additional time to a debtor free from the demands and pressures of creditor claims. The laws also help the debtor by giving the debtor an opportunity to try and obtain additional credit and/or deal or dispose of property for purposes of restoring financial solvency.
ORAL SPEECH PRACTICE
I. Mind Your Grammar When You Speak
1. Make up as many sentences as you can.
a) It’s
that I (should)
important
It’s necessary |
you |
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speak to the department
heads.
consult the licensing authorities.
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ORAL SPEECH PRACTICE |
It’s better |
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we |
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visit the local officials. |
It’s advisable |
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they |
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contact an administrative |
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agency. |
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It’s desirable |
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discuss the conception of |
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public good. |
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It’s imperative |
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follow the rules. |
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It’s obligatory |
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b) Jim |
suggested |
that we |
(should) |
be polite with the |
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I |
proposed |
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you |
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customers. |
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speak to the executive |
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they |
demanded |
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officers. |
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report the case to the |
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public utility commission. |
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urged |
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follow the guiding |
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principles of the |
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resolution. |
2. Express regret. Use correct tense-forms of the verb in the Adverbial Clause. |
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a) I wish |
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to be |
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here. |
I wished |
he |
can understand |
me. |
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they |
to do |
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that. |
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to think |
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about it before. |
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to have |
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the driving license. |
3. Complete the following sentences using Subjunctives.
1. You had better... 2. If only I ... 3. If only we ... 4. I would rather... 5. You’d rather... 6. We’d better... 7. We had better not... 8. I’d sooner I be ... 9. He looked as though ... 10. It sounds as if ... 11. I feel as though... 12. It seemed as if...
4. Say that the following will take place if (unless, so long as, in case)…
1. The meeting of the board will be held next Monday if we (to be ready) with the report by then. 2. I’m afraid we shan’t be able to discuss this problem unless the president (to arrive). 3. I’ll get the papers ready for the sitting of the board in case you (need) them. 4. If he (to come), I’ll speak to him. 5. I’ll tell you everything about this business so long as you (to keep) it a secret. 6. I’m afraid you won’t be able to present your point of view at the conference unless you (to study) all the materials concerning giant oil firms. 7. If one of the partners (to
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LESSON EIGHT
withdraw), a new partner will be admitted. 8. If the company’s stock (to sell) for $ 105 a share, I shall buy twenty.
5. Combine the following sentences expressing probable condition.
Model. A: He will bring a representative of IBM. We shall sign the contract. B: If he brings a representative of IBM, we shall sign the contract.
Prompts: 1. He will break the contract. He will be liable to pay the damages. 2. He will be able to catch the train. He will be here soon. 3. He will borrow a large sum of money. He will return it not earlier than in a month. 4. He will fail to sell the equipment. He will lose the profits. 5. He will receive his dividends next week. He will pay his debt. 6. His business will fail. His personal assets will be taken by his creditors.
6. Express improbable condition.
Model. A: What a situation! I shan’t be in time for the sitting of the board. B: If it weren’t (wasn’t) for that situation, you would (you’d) be in time for the sitting of the board.
Prompts: 1. Damn this inflation! I shan’t be able to keep my business running. 2. Look at the price! I shan’t be able to buy the stock. 3. Damn that firm! It’s impossible to reap the profits. 4. That stupid assistant! We can’t deliver the orders on time. 5. All this noise! I can’t hear the chairman. 6. All this traffic! I’ll never get to the office
7. Express impossible condition. Make the necessary changes.
Model. A: Mr. Smith didn’t buy the stock. He didn’t get any profit.
B: If Mr. Smith had bought the stock, he would have got some profit. Prompts: 1. Mr. Black didn’t negotiate with them. He didn’t sign the contract. 2. Mr. Adams wasn’t a proprietor. He wasn’t able to experience the feeling of independence. 3. I didn’t find a buyer. I wasn’t able to sell my house. 4. Richard didn’t want to withdraw from the firm. He didn’t sell his stock. 5. He didn’t buy the shop. He didn’t get any profit. 6. Mary didn’t come to the meeting
of the board. She had no chance to express her opinion.
8. Open the brackets. Use the correct word order and the correct forms of the verbs.
Model. Hardly (I — to finish) speaking on the phone when Jim (to come in). Hardly had I finished to speak on the telephone when Jim came in.
1. Under no circumstances (you — must — to speak) to him. 2. Never (the company — to make) such a profit. 3. Not until a year ago ( I — to start) my own business. 4. Only after four months since the day of the foundation of our firm (we — to succeed) in making profit. 5. Little (he — to speak) about
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his business before. 6. No sooner (I — to start) the negotiations when Sam (to call) me.
9. Paraphrase the following conditional sentences using Inversion.
Model. If he comes, tell him I’ll be back in half an hour. Should he come, tell him I’ll be back in half an hour.
Prompts: 1. If the proprietor’s business fails, his personal assets can be taken by his creditors. 2. If you ever go into a partnership with someone you’ll have to consult a lawyer. 3. If one partner of a law firm has only 30 percent share of the firm, he or she may be called upon to pay all the firm’s debts if the other partners cannot do so. 4. If the firm’s owners are dissatisfied with the company’s policies, they can sell their stock to someone else. 5. If I decide to become one of the owners of IBM and if a share of IBM stock sells for $ 110 a share, I can buy ten shares of IBM stock for $ 1,100.
II.Conversational Formulas
Making Suggestions
I recommend that we (should) do (something)
My recommendation is that we (should) do (something)
I suggest that we (should) do (something)
I would suggest that we (should) do (something)
If I were you I would...
We could ...
It might be a good idea (to do something)
I’d like to come back to the previous suggestion
Япредлагаю поступить (так)
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Япредлагаю сделать (что-нибудь)
Ябы предложил поступить (так)
На вашем месте я бы...
Мы бы могли...
Было бы хорошо...
Я бы хотел вернуться к предыдущему предложению
Exercises
1. Read the following flashes of conversation.
1.
A:I suggest that he be informed of the claim made against him.
B:Right. The claim is very serious. It is necessary that he have time to think everything over.
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LESSON EIGHT
2.
A:If I were you I should be more careful while collecting statistical data.
B:I didn’t think the data I was collecting was so important.
А: Now you know that they are. Based on these data we are going to make recommendations to Congress concerning new legislation.
3.
A:Our profits have been decreasing for two months. I don’t think we are producing the right kind of products.
B:I completely disagree. The goods of this kind are in great demand but our prices are not attractive to the customers. We could reduce the costs by introducing new techniques.
4.
A: Gentlemen, we are facing an alternative. We can either sign a very profitable contract with the government or continue producing spare parts for automobile manufacturers.
B:I’d like to know the opinion of the Marketing Manager.
C:I would suggest that we support the government project.
D:But we are doing quite well with spare parts at present.
C: Yes, we are. And I still think that the government project will be a real breakthrough for our firm. I’m sure that our shareholders will support this choice too.
2. Work in pairs. Make up short dialogues using the following situations:
a)say that it is important (necessary, desirable, essential, or imperative) that your colleague do something. He/she will agree or disagree with you giving reasons;
b)using expressions “if I were you”, “you had better”, recommend your younger colleague how to behave with different people working in your office;
c)while speaking to your colleague try to sound suspicious, useing the phrases “It looks as though”, “It seems as if…”;
d)your firm faces a crisis situation, it becomes unprofitable; suggest something to improve the situation while speaking at the meeting of the board of directors;
e)your wife (husband) suggests that you buy the stock of a company producing hi-fi equipment.
III.Dialogue
Read the dialogue.
Marion: Hi, Jonathan! How are you?
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ORAL SPEECH PRACTICE
Jonathan: Fine, thank you. My business is OK. Look! This old-fashioned restaurant I bought two years ago has become a fashionable one.
Marion: Oh, yes. It looks great! Jonathan: And what about your business?
Marion: Jonathan, I’ve come to see you because I need a piece of advice. You know, my cafe has become unprofitable. Two weeks ago I got acquainted with a man, Sam Smith by name, who had had prior experience in the restaurant business. We agreed to incorporate the business and to become partners. But I’m not sure whether I’m doing the right thing.
Jonathan: Sorry to hear that. But I think there are some advantages of organizing a business in the form of a partnership. You’ll be able to put together enough money to modernize the cafe to make it more attractive for visitors.
Marion: I know that, but the fact is that I’m tired of being a business woman. So as I see it there are two possible solutions of the problem. You can either sell your cafe or become a limited partner.
Marion: I don’t like the idea of selling the cafe.
Jonathan: Then the limited partnership is the answer to your problem. Sam can be the general partner and he will be unlimitedly liable for all the obligations of the limited partnership. Limited partners are liable only for the amount of the capital contribution they agree to make.
Marion: I think that’s the best variant for me. As far as I know, the limited partner is supposed to be passive with respect to management.
Jonathan: You are quite right. But should you again become active in managing the business, you can run the risk of losing your legal identity as “limited” and becoming a general partner. If this happens, the limited liability is lost.
2. Say what you have learned from the dialogue about: a) Marion, b) Jonathan.
IV. Topics for Discussion
1. Speak about the following problems.
1)Differences between proprietorships, partnerships and corporations.
2)Advantages and disadvantages of proprietorships, partnerships and corporations.
2. Choose the best ways of assisting young people looking for career growth. Prove your opinion.
• Encouraging young people to complete a full secondary education or vocational training,
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