Beruflich Dokumente
Kultur Dokumente
Listen to Richard, a law student, talking to a group of first-year law students at an orientation
event at law school. He tells them about his experience as a clerk in different law firms. Answer
the following questions: Each part will be played twice.
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
…………………………………………………………………………………………………………
Listen again and tick the advantages of small and large firms Richard mentions. In two cases, he
says both types of firm have the same advantage.
Below is an extract from the articles of incorporation of a US company. Read through the text
quickly and tick the issues it addresses.
“The power to alter, amend or repeal the bylaws or to adopt new bylaws shall be vested in the
Board of Directors; provided, however, that any bylaw or amendment thereto as adopted by the
Board of Directors may be altered, amended or repealed by a vote of the shareholders entitled
to vote for the election of directors, or a new bylaw in lieu thereof may be adopted by vote of
such shareholders. No bylaw which has been altered, amended or adopted by such a vote of the
shareholders may be altered, amended or repealed by vote of the directors until two years shall
have expired since such action by vote of such shareholders. […]
“The Corporation shall keep as permanent records minutes of all meetings of its shareholders
and directors, a record of all actions taken by the shareholders or the directors without a meeting,
and a record of all actions taken by a committee of the directors in place of the Board of Directors
on behalf of the Corporation. The Corporation shall also maintain appropriate accounting records.
The Corporation, or its agent, shall maintain a record of its shareholders in a form that permits
preparation of a list of the names and addresses of all shareholders, in alphabetical order, by
class of shares, showing the number and class of shares held by each.”
1) The board of directors only has the power to change the bylaws if the shareholders in
turn have the power to amend any changes made by the board of directors. TRUE
FALSE
2) The board of directors is proscribed at all times from changing any bylaw which has been
altered by a vote of the shareholders. TRUE FALSE
3) Records must only be kept of decisions reached by shareholders and directors in the
course of a meeting. TRUE FALSE
4) Records of the shareholders must list the number of shares they own. TRUE FALSE
1) passed …………………..
2) who have the right to …………………..
3) instead of …………………..
4) on condition …………………..
5) cancelled ……………………
6) revised ……………………
SECTION III – LEGAL CONCEPTS (5 PTS)
1.- An answer is an official order from a court for a person to stop doing something. T F
2.- A motion is an application to a court to obtain an order, ruling or decision. T F
3.- An auditor is a member of the company by virtue of the acquisition of shares. T F
4.- The duty of confidentiality is owed to companies by employees. T F
5.- Shareholders may not waive their pre-emption rights by special resolution. T F
6.- Supervisory boards are not the same as Boards of Directors. T F
7.- A consolidation takes place when one company is absorbed into another. T F
8.- A voluntary winding-up is when a company decides to liquidate all of its assets. T F
9.- Duress is not a defense to contract formation. T F
10.- The entire agreement clause is also called the merger clause. T F
1) Which are the two basic documents in the formation or “constitution” of a company or
corporation?
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
2) Mention four( 4) different types of contractual clauses.
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
………………………………………………………………………………………………………………
…
SECTION IV – GRAMMAR USAGE IN LEGAL CONTEXTS (5 PTS)
Give the corresponding generalizing or abstract noun for the following verbs: