- •Высшая школа экономики
- •I. Company law
- •1 Read through the text quickly and decide which of these phrases (a–f) best expresses the topic of each paragraph (1–6).
- •2 Some of the important roles in company management are discussed in Reading 1 above. Which roles are mentioned?
- •3 Here is a more comprehensive list of roles in company management.
- •5 Below is an extract from the articles of incorporation of a us company. Read through the text quickly and tick the issues it addresses.
- •6 Read the text again and decide whether these statements are true or false.
- •7 For each of these words or phrases, find the italicised word(s) in the text on
- •8 Read through the text again, noting how shall and may are used.
- •10 Read the first paragraph of the article. What situation is the bill trying to improve?
- •11 Read through the entire article and decide which of the following headings (a–f) would be most appropriate for each paragraph (1–6).
- •12 Decide whether these statements are true or false.
- •13 Do you agree that the llp is long overdue? In your view, is there also a need for such an institution in your jurisdiction?
- •14 Read the first three paragraphs. What does the dispute specifically involve?
- •15 Read the whole text and choose the best answer to each of these questions.
- •16 Choose the best explanation for each of these words or phrases from the text.
- •17 Answer these questions.
- •18 What is your opinion of the case? Do you think the shareholders’ claim is justified?
- •21 In Reading 4, which deals with a dispute concerning a company’s bylaws,
- •Vocabulary: distinguishing meaning. Which word in each group is the odd one out?
- •Vocabulary: prepositional phrases. Complete these sentences using the prepositional phrase from Exercise 4 that best fits in each. For some of the sentences, there is more than one correct answer.
- •Verb–noun collocations.
- •Increase the pay to staff above a certain percentage?
- •II Contract Law
- •1 Read the text and think of a suitable title for each of the two parts. Compare them with the titles given by your group mates.
- •2 Give Russian equivalents to the following words:
- •3 Complete the sentences (try not to look at the text):
- •4 Speak on the following:
- •5 Read the text about elements that are necessary for a valid contract. The parts of the text are mixed up. Put them in the correct order from 1 - 5.
- •6 Discuss with the partner
- •7 Read the text “Contract Law and Business”
- •8 Comment upon the diagram below.
- •2 Vocabulary. Give synonyms to the following words.
- •3 Match the words with their definitions.
- •Illegal obligation oral performance property signed terms
- •Newspapers write Newspapers write Newspapers write Friendly environment
- •The g8 countries agree on climate change, and more besides
- •Vocabulary
- •Financial times
- •Vocabulary
- •III . Family Law
- •1 Read the texts about different traditions to get married and compare the traditional wedding in Britain and the us with that in Russia.
- •2 Give Russian equivalents of the italicized words and expressions
- •3 Make up a summary of the text above by answering these questions:
- •4 Read through the entire text and decide which of the following headings (a–f) would be most appropriate for each paragraph (1–6).
- •5 Discuss the following questions:
- •6 Choose a topic for a short composition (write 180 – 200 words):
- •7 Before you read the text look up the meaning of the following:
- •8 Read through the entire text and decide which of the following titles (a - g) would be most appropriate for each part (1 - 7 ):
- •9 Discuss the following topics:
- •10 Write your own opinion on the following:
- •11 Vocabulary: Find a match
- •I. Before you read discuss these questions.
- •Vocabulary
- •1. Write what you think of the problem of dividing the assets of spouses.
- •2. Read another article from the Economist. It is about autistic children.
- •Vocabulary
- •Попова Татьяна Петровна Legal Reading Учебно-методическое пособие по чтению для студентов 3-го курса факультета права
- •Часть 1
10 Read the first paragraph of the article. What situation is the bill trying to improve?
11 Read through the entire article and decide which of the following headings (a–f) would be most appropriate for each paragraph (1–6).
a Limitations of limited liability
b Drawback: accounting requirements
c Despite imperfections, long awaited
d The need for a new form of partnership
e Benefits of the new company form
f Drawback: management liability
Draft Limited Liability Partnership Bill
The Limited Liability Partnership Bill was introduced into the House of Commons in July this year in response to the growing concerns surrounding large accountancy firms moving their business operations offshore. Large accountancy practices had expressed their unhappiness about organising their affairs by way of partnership, especially since a partner is liable under the Partnership Act 1890 for his own acts as well as for those of his colleagues. It is unrealistic to assume that each partner can stay informed about his fellow partners’ actions, let alone control them.
Thus, the Bill sets out to create a new institution, the limited liability partnership (LLP), in which obligations accrue to the name of the partnership rather than the joint names of its individual members. The only personal liability that an individual partner has will be in respect of his predetermined contributions to partnership funds. This is somewhat similar to a shareholder in a limited liability company. However, unlike a company, the LLP will be more flexible in terms of decisionmaking, and board meetings, minutes books and annual or extraordinary general meetings are not required. In addition, the LLP will enjoy the tax status of a partnership and limited liability of its members.
The Bill is not without its weaknesses, however. One weakness which has been observed is the fact that the accounting requirements contained in Part VII of the Companies Act 1985 are proposed to apply to the LLP. Not only are these rules some of the most demanding in Europe, they will also prove expensive to comply with for small and medium-sized LLPs. For example, the LLP must submit an annual return to Companies House and maintain a list of accounts according to Companies Act formulae. Annual accounts must be prepared, and if the turnover of the LLP exceeds £350,000 annually, the accounts must be professionally audited.
These additional requirements have made a further restriction on the management freedom of LLPs necessary. Each LLP will have to appoint a ‘designated member’ who will be responsible for administrative obligations and may incur criminal liability in certain circumstances. On the subject of liability, it is worth noting that an LLP member will enjoy less limited liability than a company director. In the ordinary course of events, a company director is not liable to a third party for his negligent acts or omissions in the course of his duties. His liability is to the company of which he is a director. The position is reversed in relation to an LLP member. The claw-back provisions of the Insolvency Act 1986 will also apply to LLPs. Thus, a liquidator will be able to set aside any transactions (drawings of salary or repayment of money owed) within two years prior to insolvency where the member knew, or had reasonable grounds for believing, that the LLP was or would thereby become insolvent.
Indeed, limited liability is often highly illusory or perhaps even over-rated, especially when one considers that banks often require personal investment guarantees from directors in order to lift the corporate veil which protects company officers. The same will undoubtedly apply to LLPs.
In conclusion, the value of this new institution has been weakened by the proposed incorporation of the accounting requirements. That is its single most noticeable weakness; otherwise, it could be said that the Bill is long overdue and will hopefully have the effect of appeasing those businesses which are considering moving their operations overseas.