- •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
12 Decide whether these statements are true or false.
1. The writer maintains that it is unrealistic to expect a partner to be fully
informed at all times about the activities of the other partners in the company.
2. The text states that in an LLP, a company director is not liable for breaches of duty or mistakes made when carrying out his responsibilities.
3. The writer implies that large LLPs will be exempt from the more complicated accounting requirements set forth in the Companies Act of 1985.
4. The article claims that it is likely that the limited liability provided by an LLP will be restricted.
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?
Reading 4: Corporate governance
Lawyers often assist their clients in handling legal disputes involving corporate
governance. The following legal opinion addresses one such dispute.
14 Read the first three paragraphs. What does the dispute specifically involve?
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Re: Special shareholders’ meeting of Longfellow Inc. |
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I have now had an opportunity to research the law on this point and I can provide you |
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with the following opinion. |
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Firstly, to summarise the facts of the case, a group of shareholders of Longfellow Inc. |
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has filed an action in the district court seeking to set aside the election of the board of |
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directors on the grounds that the shareholders’ meeting at which they were elected was |
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held less than a year after the last such meeting. |
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The bylaws of the company state that the annual shareholders’ meeting for the election |
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of directors be held at such time each year as the board of directors determines, but |
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not later than the fourth Wednesday in July. In 2001, the meeting was held on July |
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18th. At the discretion of the board, in 2002 the meeting was held on March 20th. |
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The issue in this case is whether the bylaws provide that no election of directors for the |
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ensuing year can be held unless a full year has passed since the previous annual |
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election meeting. |
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The law in this jurisdiction requires an ‘annual’ election of the directors for the ensuing |
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‘year’. However, we have not found any cases or interpretation of this law which |
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determine the issue of whether the law precludes the holding of an election until a full |
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year has passed. The statutes give wide leeway to the board of directors in conducting |
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the affairs of the company. I believe that it is unlikely that a court will create such a |
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restriction where the legislature has not specifically done so. |
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However, this matter is complicated somewhat by the fact that there is currently a proxy |
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fight underway in the company. The shareholders who filed suit are also alleging that |
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the early meeting was part of a strategy on the part of the directors to obstruct the |
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anticipated proxy contest and to keep these shareholders from gaining representation |
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on the board of directors. It is possible that the court will take this into consideration |
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and hold that the purpose in calling an early meeting was to improperly keep |
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themselves in office. The court might then hold that, despite the fact that no statute or |
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bylaw was violated, the election is invalid on a general legal theory that the directors |
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have an obligation to act in good faith. Nevertheless, courts are usually reluctant to |
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second-guess the actions of boards of directors or to play the role of an appellate body |
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for shareholders unhappy with the business decisions of the board. Only where there is |
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a clear and serious breach of the directors’ duty to act in good faith will a court step in |
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and overturn the decision. The facts in this case simply do not justify such court action |
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and I therefore conclude that it is unlikely that the shareholders will prevail. |