- •Московская финансово-промышленная академия
- •Unit 1. The Structure of English legal System
- •1. Words to be remembered.
- •2. Text for reading. The Classification of English Law
- •Legal Personality
- •Natural persons
- •Corporations
- •Unincorporated associations
- •The Sources of English Law
- •Case law
- •Legislation
- •The Courts in Great Britain European Community Law
- •The direct applicability and direct effectivity of Community law
- •Legislation
- •5. Recite the main points of the text. Unit 2. Business Organisations
- •1. Words to be remembered.
- •2. Text for reading.
- •A. The Sole Trader
- •B. The Partnership
- •The existence of a business
- •Carried on in common
- •With a view of profit
- •Persons capable of being partners
- •Firm and the firm name
- •Illegal Partnerships
- •The Relations of Partners to One Another
- •Partnership Property
- •The rights of Partnership Inter Se
- •The expulsion of a partner
- •Duties of Partners Rendering true accounts and full information
- •Duty to account for secret profits
- •Duty not to compete with the firm
- •The relations of Partners to Persons dealing with Them Powers of partners to bind the firm
- •Liability for Debts and Contractual Obligations
- •Liability in Torts
- •Vicarious liability
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 3. Business Organisations The Registered Company
- •1. Words to be remembered.
- •2. Text for reading. C. The Registered Company
- •Unlimited liability companies
- •Limited liability companies
- •Private and public companies limited by shares
- •Groups of Companies: Holding and Subsidiary Companies
- •Separate legal person
- •The Constitution of a Registered Company
- •The contents of the Memorandum
- •The name clause
- •Change of name
- •Common law restrictions on choice of name: ‘passing off’
- •The registered office clause
- •The capital clause
- •Company Promoters
- •Fiduciary duties of promoters
- •Pre-incorporation contracts
- •Provisional Contracts by Public Companies
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 4. Business Organisations The Registered Company as Itself
- •1. Words to be remembered.
- •2. Text for reading. The Directors
- •The appointment of directors
- •The retirement of directors
- •Age restrictions on directors
- •Disqualification of directors
- •Duty to disqualify unfit directors of insolvent companies
- •The Company Secretary
- •The Enforcement of Directors’ Duties
- •Common law exceptions to the rule in Foss V. Harbottle
- •Illegal acts
- •Personal rights of a shareholder
- •The form of the minority action.
- •Statutory exceptions to Foss V. Harbottle
- •Just and equitable winding up
- •Department of Trade investigations.
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 5. Shares and Shareholders
- •1. Words to be remembered.
- •2. Text for reading. Shares and Shareholders
- •The rights and liabilities of the shareholder
- •Registered and bearer shares
- •Mortgages of shares
- •Classes of share
- •Variation of shareholders’ rights
- •Becoming a Member of a Company
- •Ceasing to be Member
- •Transfer of Shares
- •Restrictions on transfers
- •The Register of Members
- •4. Find the following sentences in the text.
- •5. Recite the main point of the text.
- •Control of Rogue Dealers
- •Monopolies
- •Mergers
- •The Consumer Protection Act 1987
- •Defective product
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 7. Bankruptcy
- •1. Words to be remembered.
- •2. Text for reading. Bankruptcy
- •Persons who can be made bankrupt
- •The bankruptcy petition
- •The consequences of the bankruptcy order
- •3. Questions.
- •4. Find the following sentences in the text.
- •Unit 8. The Law of Agency
- •1. Words to be remembered.
- •2. Text for reading. Definition of Agency
- •Types of Agent
- •The Authority of the Agent
- •By conscent of the principal
- •Ratification
- •Authority by operation of the law: agency of necessity
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 9. The Law of Tort
- •1. Words to be remembered.
- •Tort – деликт, гражданское правонарушение
- •2. Text for reading.
- •Importance of Tortious Liability
- •Torts affecting the person
- •Torts affecting property
- •Torts affecting economic rights
- •Torts affecting reputation
- •Torts affecting rights generally
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 10. The Law of Contract
- •1. Words to be remembered.
- •2. Text for reading. The Law of Contract
- •Essentials of a Contract
- •Contracts for the Sale of Goods
- •The Form of the Contract
- •The Implied Terms in a Contract for the Sale of Goods
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 11. Contracts of Employment
- •1. Words to be remembered.
- •2. Text for reading. Contracts of Employment The Contract for Service and the Contract for Services
- •The distinguishing criteria
- •The position of casual workers
- •The position of temporary workers
- •Vicarious Liability
- •Continuity of Employment
- •Formation of the Contract of Employment.
- •Terms implied into a contract of employment by the common law
- •Terms implied into contracts of employment by statute
- •Unfair dismissal
- •Remedies for unfair dismissal
- •Transfers of undertakings.
- •Fixed Term and Performance Contracts
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 12. The Nature and Classification of Business Property
- •1. Words to be learned.
- •2. Text for reading. The Nature and Classification of Business Property
- •Introduction into English Law of Real Property
- •Freehold estates
- •Leasehold estates
- •Equitable estates
- •Legal and equitable estates compared
- •Registered and Unregistered Conveyancing
- •Unregistered conveyancing
- •Registered conveyancing
- •The Classification of Estates and Interest in Land: Unregistered and Registered Unregistered land
- •Registered land
- •Choses in Possession
- •Choses in Action
- •Assignable choses in action
- •Negotiable choses
- •Negotiable instruments.
- •Intellectual Property Rights Trade marks and brand names
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 13. The Nature of Security
- •1. Words to be learned.
- •2. Text for reading. Securities for Loans The Nature of a Security
- •Mortgages of Land
- •Legal mortgages
- •Mortgage by demise.
- •Legal charge.
- •Priority and Protection of Mortgagees
- •Mortgage protection in unregistered conveyancing
- •Mortgage protection in registered land
- •3. Questions
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text.
- •Vocabulary a
- •Latin terms
2. Text for reading. Shares and Shareholders
Shareholders are owners of the company but do not own the company’s assets which belong to the company as a separate and independent legal entity. Being a shareholder gives the right to receive a proportion of the profits of the company by way of a dividend while the company operates and a proportion of its assets in the winding up, and all other benefits of membership. A share has been defined as ‘the interest of the shareholder in the company measured by a sum of money, consisting of a series of mutual covenants entered into by all the shareholders inter se and made up of various rights contained in the contract in the articles’. A share is a unit of account for measuring a members’s interests in the company. Each share is required to have a sum of money assigned to it as its normal – or par – value.
The rights and liabilities of the shareholder
A share is a bundle of several rights and liabilities. The principal duty is to pay the nominal value of the share and any premium. The principal rights are (i) the right to a dividend if, while the company is a going concern, a dividend is duly declared; (ii) the right to vote at the meetings of members; and (iii) the right, in the winding up of the company, after the payment of the debts, to receive a proportionate part of the capital or otherwise to participate in the distribution of the assets of the company.
Registered and bearer shares
Shares can be registered or bearer, although it is more normal for them to be registered and a company must have a power in its articles to enable it to issue bearer shares.
In the case of the registered share, title depends on the entry of the holder’s name in the Register of Members and transfer of title involves the substitution of the name of the transferee for that of the transferor. The share certificate is prima facie evidence of title. In the case of bearer shares, the holder is issued with a share warrant which may include coupons for the payment of future dividends. This warrant is a document of title for the shares which are transferable by mere delivery of the warrant. The warrant is therefore a negotiable instrument and a transferee for value, obtains a good title as holder in due course. A person holding bearer shares is not automatically a member of the company. This will depend upon the articles.
Mortgages of shares
Shares can be mortgaged as a security for a loan.
Classes of share
Prima facie, all shares enjoy equal rights and where a company divides its shares into different classes, the presumption of equality must be specifically displaced. All shares may now be issued as redeemable shares. The most usually encountered classes are ordinary shares, preference shares and deferred shares.
Ordinary shares.
Unless otherwise indicated, all shares issued by a company are presumed to be ordinary shares. The rights of an ordinary shareholder implied by law are (i) to be paid on unlimited, non-cumulative dividend where the company makes a profit and a dividend is declared; payment will be after payment of any preference dividends; (ii) to receive notice of and attend and vote at general meetings of the company; and (iii) to the return of capital and share in any surplus capital in the event of winding up.
Preference shares.
Preference shareholders always have priority over ordinary shareholders to payment of a fixed dividend. In addition there may be a preferential right to a return of capital on winding up. There is a presumption that the right to a dividend is cumulative.
A preferential right to a fixed dividend means there is no right to participate in further dividend distributions to ordinary shareholders. Similarly, the right to a preferential return of capital on winding up excludes a claim against surplus assets of the company on winding up: Scottish Insurance Corporation Ltd v. Wilsons & Clyde Coal Co. Ltd [1949]. In this case, the House of Lords stated: ‘Whether a man lends money to a company at 7% or subscribes for its shares carrying a cumulative preferential dividend at that rate, I do not think that he can complain of unfairness if the company . . . proposes to pay him off.’
Deferred shares.
Also known as management or ‘founders’ shares, they usually carry multiple voting rights with the right to an unlimited dividend deferred until a fixed minimum percentage is paid to the ordinary shareholders. Capital repayment is usually deferred, in which case the deferred shareholders have exclusive rights to surplus assets. They are rarely issued and most have been converted into ordinary shares.