Sách tham khảo: Reference book for english for legal professionals 1 = Tiếng Anh pháp lý 1

TEXT COMPLETION Task 5: Read the following text and choose the correct word to fill in each blank.. Task 11: Read the text below and choose the correct answer to complete each Graduate

STATE BANK OF VIET NAM

HO CHI MINH UNIVERSITY OF BANKING

REFRENCE BOOK

FOR ENGLISH FOR LEGAL PROFESSIONALS 1

SÁCH THAM KHẢO TIẾNG ANH PHÁP LÝ 1

Editor in chief:

HOÀNG ANH THƯ, MA

Members:

Phạm Lê Sùng Chính, MA Phan Anh, MA

Ho Chi Minh City, 2024

to do the assessment activities effectively The book consists of two modules devoted to special topics of Legal Professionals, including Setting up a Business and Employing people within the law systems of the US and the UK Each module introduces theme-based language knowledge practice for specific legal terminology (e.g., key term definitions, vocabulary practice, sentence building, and translation practice), followed

by 4 practices for each module These collected tasks are selectively chosen from a wide range of materials to provide a structured set of practice which helps course-takers to consolidate the language work covered in the textbook and successfully apply their knowledge into the assessment activities Hopefully, through their continuous and steady practice, learners at pre-intermediate level will be able to do their assignments effectively, thereby enhancing their linguistic skills significantly

MODULE 1: SETTING UP A BUSINESS

PRACTICE 1 SECTION 1 TOPICAL ISSUES

1 VOCABULARY

1.1 KEY TERM DEFINITIONS

Task 1: Match the terms (1-10) in column A with the correspondence definitions

D (of a law, rule, etc.) not having effect or power

E a person who owns and operates a business alone

F the value of a company which is divided into many equal parts owned by the shareholders

G containing a fault, or not working correctly

H money used to produce more wealth through investment

or a new business

I to make certain of something

J something valuable belonging to a person or an organization which can be used for the payment of debts

Task 2: Match the legal terms (A-E) with their corresponding definitions (1-5)

A attorney B binding C barrister

D consent E commence

1 a type of lawyer in the UK, Australia, and some other countries who can give specialized legal advice and can argue a case in both higher and lower courts

2 a person who has the legal right to act for someone else

3 (especially of an agreement) to begin something

4 not being avoided or stopped or broken

5 a permission or an agreement

Task 3: Choose the correct word to complete each sentence below There are two extra words that you do not need

A assets B barrister C fund D sole trader

E capital F consents G solicitor

1 The simplest and commonest form of business structure is a

2 We’re only a small business and don’t have the _ to compete with the big boys

3 When it was obvious that the company was going bankrupt, the government ordered all their to be frozen

4 The contract will contain provisions for the parties to obtain necessary from

1 The contract shall after it is signed by both parties

2 Some businesses might need debt financing to meet their future

3 Some companies have to a thorough transformation of their production methods

4 The contract wasn't legally

5 If a law is , it does not have any effect and it cannot be used

6 The rights give shareholders the opportunity to purchase additional interests

in the company at a big discount

7 The company does not accept returns on any technology products unless they are or damaged

8 Organizations have recognized that knowledge constitutes a valuable for creating and sustaining competitive advantages

9 We put $20,000 into the business, but we're unlikely to see any return for a few years

10 A(n) is headed by a single individual who is personally responsible for all the debts of the business

2 TEXT COMPLETION

Task 5: Read the following text and choose the correct word to fill in each blank

Board meetings

The articles of a company will delegate the _(1) _ of the company to its board

of directors The board will act collectively, meeting regularly to consider and decide _(2) _ affecting the company How those board meetings are run is a matter largely for the articles and for the board itself to decide Unlike shareholders' meetings, which are more tightly _(3) _, board meetings are generally free of legislative interference

So, there is nothing in statute about the _(4) _ to be given for board meetings Any director or the secretary can call a board meeting and, unless the articles or a previous board meeting have stipulated the length of notice to be given, the only _(5) _ is that it be reasonable

What is reasonable will depend on the type of company and its past _(6) _ For a private company where all directors are already on site, reasonable notice may be a few hours or even minutes; for a large _(7) _ company with directors scattered over the globe and non-executives with other responsibilities, board meetings will be fixed a year

or more in _(8) _ Again, unless the articles or a board resolution say anything to the contrary, the notice can be written or oral and need not detail an agenda for the meeting

(Callanan & Edwards, 2017)

1 A management B operation C tasks D service

2 A arguments B services C issues D cases

3 A ruled B acted C performed D regulated

4 A word B notice C agreement D plan

5 A ideas B demand C call D requirement

6 A practice B delegation C task D problems

7 A trial B international C cultural D important

8 A ahead B future C needs D advance

Task 6: Read the following text and choose the correct word to fill in each blank

The simplest business organization to set up and the most flexible to _(1) _ is that of a sole trader There are no regulations, disclosure, or public accountability requirements, nor are there rules governing the _(2) _ of the business However, a sole trader must comply with the same general obligations as all businesses, in relation

to _(3) _ such as employment law and health and safety law A sole trader could have a large turnover and _(4) _ employees

A sole trader can decide how to organize and run his business He takes the

profits and incurs the _(5) _ of the business He pays income tax on any profits made and may be liable for _(6) _ gains tax A sole trader must inform HM

Revenue and Customs when the business commenced, keep records showing the

business _(7) _ and profits, and make an annual self-assessment tax return

A sole trader has unlimited liability, which means he is personally responsible for all the debts and liabilities of the business If the business _(8) _, the sole trader will have to meet its debts with his own property and, if he is unable to do this, he may

be declared bankrupt

(Jones, 2013)

1 A control B declare C operate D serve

2 A conduct B promotion C case D present

3 A issues B turns C numbers D agreements

4 A plenty B few C numerous D vast

5 A bankruptcy B misses C expenses D losses

6 A debt B capital C loan D finance

7 A revenues B expenses C savings D turnovers

8 A falls B exits C commits D fails

Law essentially serves two functions in modern society First, it serves to order and regulate the affairs of all “persons” be they individuals, corporations or

governments Secondly, law acts as standard of conduct and morality Through both of these functions law seeks to promote and achieve a broad range of social objectives The student of law is concerned with the questions of relationships between

individual citizens and the state, as well as the relationships between states The study

of a legal process is the study of how decisions are made, who makes them, what the decisions are, how they influence subsequent events

The laws of a country are separate, distinct, individual rules; the law of a

country however much we may analyze it into separate rules, it is something more than the mere sum of such rules It is rather a whole, a system which orders our

conduct, in which the separate rules have their place and their relation to each other and to the whole Each rule which we call a law is a part of the whole which we call the law

(Kryukovskaya et Al., 1999)

1 The English word “law” refers to _

a development of institution of behavior

b limits upon various forms of behavior

c discernment in main claims for forms of behavior

2 Law can be defined as _

a a set of rules which form the pattern of behavior of a given society

b a body of abstract rules of a particular society

c concept of common sense

3 Law acts as _

a product of social and historical forces

b hallmark of civilized society

c standard of conduct and morality

4 The study of a legal process is

a the study of how decisions are made

b the operation of court system

c the influence of a society upon individual citizens

5 Each rule which we call the law is a part of _

a the whole which we call the law

b a completely new subject

c the obvious question: what is law?

SECTION 2 SUPPLEMENTARY EXERCISES

By far the largest number of incorporated companies are incorporated with _(6) _ liability, being limited by shares as defined by section 1(2)(a) CA ’85 The potential financial liability of a member (in other words shareholder) in _(7) _ a company is limited to the amount, if any, remaining unpaid on the shares held by that particular member Such a company is _(8) _ as a limited company and will have the word ‘Limited’ at the end of its name

(Pettet, 2005)

1 A as B by C with D for

2 A quality B feature C personality D person

3 A for B from C by D to

4 A care B government C control D conduct

5 A prevented B governed C held D kept

6 A such B unlimited C limited D given

7 A such B that C the D itself

8 A understood B existed C challenged D known

Task 9: Provide the correct forms of the words to complete the blanks in the following text

A company should ensure that its actions do not damage local

and _(1) _ ecosystems It needs to reduce its use of natural

resources such as oil, gas and other fossil fuels, and regulate its

effect on aspects such as climate change, and air, sea and noise

_(2) _ It needs to be aware of the dangers it might pose in

terms of ecological _(3) _, and must follow local, national

and international codes, rules, regulations and protocols

_(4) _ to minimize damage Where possible, it should exploit

the availability of _(5) _ power sources such as solar and

tidal power If the company is involved in the _(6) _ sector,

it should support and encourage sustainable agriculture and forest

use If a company wishes to develop _(7) _ modified

products, it should do so only if it is safe, and only after public

_(8) _, and it should take all necessary precautions It should

also have the approval of local people who might be affected

GLOBE

POLLUTE DEGRADE

DESIGN ALTERNATE AGRICULTURE GENE

In the UK and the USA, law degree programs usually take three years to complete

In the UK, these programs typically include core subjects such as criminal law, contract law, tort law, land law, equity and trusts, administrative law and constitutional law In addition, students are often required to take courses covering skills such as legal writing and legal research

There is also a variety of optional (elective) courses available Since many law students go on to become lawyers, students often take courses that will be useful to them

during their future careers Someone wishing to run a small partnership or to work alone

as a sole practitioner in a small town may decide to take subjects such as family law, employment law and housing law Those wishing to work in a large law practice will consider subjects such as company law, commercial law and litigation and arbitration One way of finding out more about law in practice is to get involved with a voluntary advice center or law clinic These clinics offer free legal assistance to the local community and provide a useful introduction to some of the day-to-day work of a lawyer

(Firth & Krois-Linder, 2014)

Task 11: Read the text below and choose the correct answer to complete each

Graduate Recruitment Program

The Banker Rose Graduate Recruitment Program

For the ambitious graduate wishing to train as a commercial lawyer, we offer trainees first-rate work in an informative, challenging and busy atmosphere, where your contribution counts from day one

We require approximately 15 exceptional trainee solicitors each year to contribute to our future growth, in both our London and Manchester offices

Training program

We handle only commercial matters, offering training in company, commercial and finance, commercial litigation, employment, media, energy, trade and commodities, shipping and property law, and in the business skills essential to success as a solicitor Minimum qualifications

Strong academic qualifications, including a 2.1 degree (any discipline) We take a flexible approach and are willing to progress candidates whose application otherwise demonstrates first-rate personal qualities and experience

Barker Rose will be presenting its Graduate Recruitment Program at the University of London Law Fair on 15 May at 2.30 p.m in the John Adams lecture theatre

(Firth & Krois-Linder, 2014) Questions

1 The contribution of a trainee starts to count _

A in 15 days

B on 15 May

C from day one

D after their LPC study year

2 Banker Rose is going to expand its business _

A in both London and Manchester offices

B in University of London

C in University of London Law Fair

D in London, Manchester, and John Adam offices

3 The company deals with _

A commercial matters

B commercial litigation

C shipping and property law

D A, B, and C are correct

4 Who will pay fees for the GDL and LPC?

A Banker Rose will pay full fees for the GDL and LPC, except for the maintenance

B Banker Rose will pay fees for the GDL and LPC

C Banker Rose will pay for maintenance only

D Banker Rose will pay for LPC, including course fee and maintenance of £7,000

5 To contact Graham Matthews, applicants can _.?

A call him or send him an email

B come to meet him at his office No 0650 581 8967

C meet him at the Law Fair

D send him an email

3 TRANSLATION

Task 12: Choose the best translation version for each sentence below

1 Once your business makes a certain amount of money every year, you must register with the tax authority

A Khi doanh nghiệp của bạn chi tiêu một số tiền nhất định mỗi năm, bạn phải đăng

ký với cơ quan thuế

B Khi doanh nghiệp của bạn tạo ra một khoản lợi nhuận mỗi năm, bạn phải đăng ký với cơ quan thuế

C Khi doanh nghiệp của bạn kiếm được một số tiền lớn mỗi năm, bạn phải đăng ký với cơ quan thuế

D Khi doanh nghiệp của bạn kiếm được một số tiền lớn mỗi năm, cơ quan thuế sẽ đến đăng ký với bạn

2 Low mandatory levels of equity are good news for entrepreneurs but make life more risky for creditors

A Mức vốn chủ sở hữu bắt buộc thấp là tin tốt cho các nhà khởi nghiệp nhưng lại gây nhiều rủi ro cho các chủ nợ

B Mức vốn chủ sở hữu bắt buộc thấp là tin tốt cho các nhà doanh nghiệp nhưng lại khiến cho cuộc sống của các chủ nợ rủi ro hơn

C Mức vốn chủ sở hữu bắt buộc thấp là tin tốt cho các nhà doanh nghiệp nhưng lại gây nhiều rủi ro cho các chủ nợ

D Mức vốn chủ sở hữu bắt buộc thấp là tin tốt cho các nhà doanh nghiệp nhưng lại

là các rủi ro trong cuộc sống của các chủ nợ

3 You do not have to register your business in order to set up a sole proprietorship: you simply start trading and manage the business

A Bạn không cần phải đăng ký kinh doanh khi muốn thành lập doanh nghiệp

cá thể: bạn chỉ cần bắt đầu kinh doanh và quản lý doanh nghiệp

B Bạn không cần phải đăng ký doanh nghiệp khi muốn thành lập một công ty đơn danh: bạn chỉ cần bắt đầu kinh doanh và quản lý doanh nghiệp

C Bạn không cần phải đăng ký kinh doanh khi muốn thành lập một công ty đơn danh: bạn chỉ cần bắt đầu giao dịch và quản lý doanh nghiệp

D Bạn không cần phải đăng ký kinh doanh khi muốn thành lập một công ty đơn danh: bạn chỉ cần bắt đầu kinh doanh và quản lý doanh nghiệp

4 As a sole trader, there is no limit to the amount of capital you can take out of the business, but you have unlimited liability for your debts

A Với tư cách là một chủ doanh nghiệp cá thể, không có giới hạn về số vốn bạn có thể rút ra khỏi doanh nghiệp, nhưng bạn có trách nhiệm không giới hạn đối với các khoản nợ của mình

B Là một chủ doanh nghiệp cá thể, bạn không bị giới hạn về số vốn có thể rút

ra khỏi doanh nghiệp, nhưng bạn phải có trách nhiệm vô hạn đối với các

khoản nợ của mình

C Là thương nhân tự doanh, bạn không bị giới hạn về số vốn có thể rút ra khỏi doanh nghiệp, nhưng bạn phải có trách nhiệm vô hạn đối với các khoản nợ của mình

D Là thương nhân tự doanh, bạn không bị giới hạn về số vốn có thể rút ra khỏi doanh nghiệp, nhưng bạn có trách nhiệm không giới hạn đối với các khoản nợ của mình

5 If Digital View is going to experience serious production difficulties because of the delay, it might feel entitled to some further compensation

A Nếu Digital View gặp phải khó khăn nghiêm trọng trong quá trình sản xuất do sự chậm trễ này, họ có thể cảm thấy mình xứng đáng được bồi thường thêm

B Nếu Digital View gặp phải khó khăn lớn trong quá trình sản xuất do sự chậm trễ này, họ có thể nhận thấy mình cần được bồi thường thêm

C Nếu Digital View gặp phải khó khăn nghiêm trọng trong quá trình sản xuất do sự trì trệ này, họ có thể yêu cầu được bồi thường thêm

D Nếu Digital View gặp khó khăn nghiêm trọng trong sản xuất vì sự chậm trễ này, họ có thể nhận thấy họ có quyền được bồi thường thêm

PRACTICE 2 SECTION 1 TOPICAL ISSUES

1 VOCABULARY

1.1 KEY TERM DEFINITIONS

Task 1: Match the terms (1-10) in column A with the correspondence definitions

A one of the people in charge of closing a company

B a company or organization that has legal rights and responsibilities, for example the right to make contracts and the responsibility to pay debts

C a company which is owned by two or more people

D having (legal) responsibility for something or someone

E something that the law or an official process says must

J a place where shares in companies are bought and sold,

or the organization of people whose job is to do this buying

or selling

Task 2: Match the legal terms (1-10) with their corresponding definitions (A-J)

B a change or changes made to the words of a text

C a legal document that includes rules and regulations of the company’s internal affairs and structures

D an area of law that governs the formation, rights, relations, and conduct of businesses

E a legal document issued by a governmental authority granting a company status as a legal entity

F a document needed to officially form a new company, which gives details of its name, activities, managers, share capital, etc

G an area of law that governs the creation and operation

of governmental agencies

H the process to use the legal system to solve an issue

I an area of law that governs the relations between persons engaged in different business settings and trading activities

J the authority of an official organization to make and deal with especially legal decisions

1.2 VOCABULARY IN PRACTICE

Task 3: Choose the correct word to complete each sentence below

1 A trustee in bankruptcy is given ownership and for supervising the affairs

of a bankrupt company

A function B task C responsibility D assignment

2 A small enterprise where one person bears the responsibility and takes the profits may be run by a(n)

A sole trader B company C manager D partnership

3 Misconduct by a partner might lead to her being forced to leave the

A business B partnership C entity D security

4 A company comes into existence upon issue of a(n)

A Articles of

Association B Company Law

C Commercial Law

D Certificate of Incorporation

5 Under the proposed , businesses will have to provide detailed evidence of how they pay themselves

A deal B legislation C authority D policy

Task 4: Choose the correct verbs to fill in the blanks for the following sentences

A go B agree C provide D demonstrate

E bear F comply with G take H ascertain

I charge J require K give L place

1 Our legal company takes a flexible approach and are willing to progress candidates whose applications first-rate personal qualities and experience

2 Companies must strict laws relating to the health and safety of employees

3 Nowadays, large organizations much thought to the issue of corporate social responsibility

4 Some attorneys higher fees than others for giving the same advice

5 Articles of Association a set of internal company rules

6 The judgement can often against persons without good representation

7 During the course of the lifetime of a business entity, many legal situations may be encountered, which the experience of a lawyer or a legal professional

8 A cartel is a group of companies which to fix the market price of a product

9 The manufacturer would not agree to the cost of delivery to the distributor’s warehouse

10 The manufacturer must that the packing of the products meets industry standards

to hold a meeting or to _(3) _a meeting

Any meeting which is not an AGM is an EGM An EGM can take _(4) _ any number of times Until 2007, every company had to convene an AGM every calendar year This is still true for public limited companies However, following the _(5) _

of the Companies Act 2006, private _(6) _ companies are no longer obliged to hold

an AGM The purpose of the AGM is to consider the accounts and reports of the auditors and directors, to declare any _(7) _ and to elect new directors or auditors

The rules on voting at a meeting are found in a company's _(8) _ of association Voting at company meetings is usually by a show of hands, with each member having one vote The other method of voting is by a _(9) _ In this case, a written record is kept and each member has a vote for every share that he or she holds

If a member is not able to attend a meeting in person, he or she can _(10) _ a

proxy to attend and vote on his or her behalf

(Atkins & Mason, 2007)

1 A unusual B extraordinary C extravagant D extranet

2 A idiom B clause C expression D cases

3 A convene B act C perform D regulate

4 A action B notice C part D place

5 A ideas B call C introduction D requirement

6 A controlled B limited C delegated D voted

7 A dividends B divisions C decisions D dependence

8 A memorandums B papers C articles D journals

9 A mall B pool C ball D poll

10 A take B buy C need D advance

(Brown & Rice, 2007)

1 What is a balance sheet?

A a statement to show how the company is capitalized

B the liability of the company to the shareholders

C the statement of the financial situation of the company

2 Funds can only be taken from the capital following simple procedure

A True

B False

C Not given

3 The company Articles may allow directors

A to show their opinion about a proposal

B to raise capital by selling shares

C to use their entitlement to buy newly issued shares

4 Shares can only be issued to equal the total face value of all the shares of the company,

as set out in the memorandum of Association

A True

B False

C Not given

5 What is not true from the reading?

A A company must maintain its share capital to protect its creditors

B The person who buys a share hold a share capital

C Anyone can be a shareholder, even if he is not a member of the company

SECTION 2 SUPPLEMENTARY EXERCISES

liability on _(6) _ – if the company is closed and its assets sold A company must have a stated number of shares issued to properly _(7) _ shareholders Any company will have a maximum amount of share capital which can be issued, known as the _(8) _ share capital A company need not issue all its authorized share capital

(Brown & Rice, 2007)

1 A known B got C called D read

2 A attention B strategy C intention D plan

3 A debt B finance C loan D asset

4 A set forth B set aside C set up D set out

5 A minimal B nominal C minimum D normal

6 A acquisition B limitation C liquidation D arbitration

7 A identified B classified C modified D specified

8 A recognized B existed C named D authorized

Task 8: Choose the correct words to fill the blanks in the following passage There are more words than you might need

A litigation B expertise C advising D motivation

E matters F specialization G authorized H practice

I asset J injury K intention L drafting

The two main branches of the legal profession are solicitors and barristers Solicitors’ work covers a broad range, including _(1) _ commercial and private clients on business matters and property and undertaking litigation The degree of _(2) _ of solicitors’ firms varies enormously Some offer general legal services, from conveyancing and _(3) _ wills to acting for defendants in criminal cases Others specialize in one or two areas, perhaps doing only corporate work or personal _(4) _ work The smaller the firm and the broader its range of work, the less likely its solicitors will specialize in only one area

Most barristers’ work is confined to _(5) _, although some do largely advisory work, for example on taxation or company _(6) _ Traditionally barristers specialize in one

or a few areas of law, although this is not true of all In their early years most _(7) _

a broad range of cases until they develop expertise in a particular area Some barristers

in “general common law” chambers continue to have a broadly based _(8) _ Whether, or how much, you specialize as a barrister will depend to a large extent on the cases you get in your early years

of Appeal The clinic offers free legal advice to its clients, with all the legal work being done by law students under the supervision of qualified lawyers Law students can deepen and broaden their knowledge of law through the experience of working on live cases and through a structured reflection on that legal practice You deal with real clients rather than with fictional seminar problems, which means you can develop and refine your legal skills and learn other practical skills, such as interviewing, negotiating and advocacy There is in the clinic a culture and atmosphere of enthusiastically engaged involvement with the practice of law, and with the legal issues that arises in the world beyond the university

(Firth & Krois-Linder, 2014) Questions:

1 A ‘clinical legal studies’ program is included in the undergraduate curriculum of Kent Law Clinic

A True

A company has shareholders (those who invest money in it and get shares in return),

a board of directors (people who manage the affairs of the company) and creditors (those

to whom the company owes money) Company law deals with the relationships between companies and their shareholders, creditors, regulators and third parties

The process of registering a company is known as company formation Companies can be created by individuals, specialized agents, attorneys or accountants Today, the majority of companies formed in the UK and the USA are formed electronically In the

UK, a certificate of incorporation is issued once the company’s constitutional documents and statutory forms have been filed

The constitution of a company consists of two documents The memorandum of association states the principal object of the company The second document, the articles

of association, regulates the company’s internal management and administrative affairs, including matters such as the rights and obligations of shareholders and directors, conduct of meetings and corporate contracts

(Firth & Krois-Linder, 2014) Questions

1 What does a board of directors do?

Task 11: Translate the following sentences into Vietnamese

1 The partners in a general partnership are personally liable without limit for the debts

5 The members in a limited company are only liable to pay for their shareholding in the company

4 SENTENCE COMPLETION

Task 12: Complete the following sentences, using the words in brackets as a

suggestion Write from three to five words for each blank

1 A partnership agreement is by law (recommend / not require)

2 Intangible assets are not physical objects but e.g goodwill,

know-how, patents (have / value)

3 Every limited liability partnership must _ about itself every year

(publish / financial information)

PRACTICE 3 SECTION 1 TOPICAL ISSUES

1 VOCABULARY

1.1 KEY TERM DEFINITIONS

Task 1: Rearrange the letters to make meaningful words for the following correspondent definitions

1 A(n) (l-i-i-t-r-s-o-c-o) is a type of lawyer who is qualified to give advice,

prepare documents but cannot defend in court

2 A(n) (r-i-c-o-t-e-d-r) is a person who money is owed to

3 A(n) (n-l-m-e-i-n-t-t-a-s) is one of several parts into which an amount of

money owed has been divided, so that each part happens or is paid at different times until the end or total is reached

4 A(n) (e-r-t-y-s-c-u-i) is property or goods that you promise to give to someone

if you cannot pay them what you owe them

5 A(n) (i-s-m-o-c-p-e-o-m-r) is an agreement in an argument in which the

people involved reduce their demands or change their opinion in order to agree

6 A(n) (r-e-t-p-r-o-y-p) is a building or area of land, or both together

7 You (f-e-l-u-t-a-d) when you fail to do something, such as pay a debt, that you

legally have to do

8 A(n) (d-i-f-g-u-n-n) is money given by a government or organization for an

event or activity

9 When you (p-e-d-n-a-x) your business, you increase the number of

company’s branches or increase production capacity

10 _ (o-p-i-r-t-f) is the money that is earned in trade or business after paying the

costs and taxes

Task 2: Complete the following definitions by providing correspondent words The first letters have been given as clues

1 A l l p is a form of company whose owners manage the

business directly, but are not legally responsible for the company’s debts under some circumstances

2 A pr c is a company whose shares are not traded on a stock market

3 A p c is a business that is owned by many people who have bought

shares in it

4 An e tr is someone who starts their own business, especially when this

involves seeing a new opportunity

5 L pr is the process to use the legal system to solve an issue

6 N in _ f is a business that is not recognized as an independent legal

entities and cannot participate in legal activities

7 P l is the legal responsibility to sell personal assets if the business is

unable to meet its financial obligation

8 D f _ is the process of raising capital for the company borrowing money

9 E f is the finance that a company gets from selling shares rather than

borrowing money

10 An a _tr is a person who has been officially chosen to make a decision

between two people or groups who do not agree

1.2 VOCABULARY IN PRACTICE

Task 3: Choose the correct words to complete the following sentences

A default B compromise C funding D solicitor

E arbitrators F security G instalment H creditors

I set up J expand K duties L profits

1 If you want legal advice in Britain, you can go to a

2 Small shareholders were often given the opportunity to pay by

3 She used her shares in the company as against a $23 million bank loan

4 People who on their mortgage repayments may have their home repossessed

5 I don't think we should our business in the current economic climate

6 Filing for bankruptcy protection allows the company to avoid paying while it works out a plan to reorganize

7 A has to be reached between all the powerful vested interests before any restoration work in the city can take place

8 Interest in the project fizzled after the was withdrawn

9 By bringing people in conflict together, of all statuses helped to establish their own prominence

10 The successful branding and marketing of the new beer has already boosted sales and increased

Task 4: Complete the following sentences with your own words

1 In a , a specified partner bears the risk for the firm’s debts, while limited partners have restricted liability

2 A completely new court system and a completely new order of were established

3 The questions to be answered vary according to whether the applicant is a public company, a , or an individual or partnership

4 The owner of the business has total and unlimited of the debts incurred by the business

5 It has been put to us that in some cases the could amount to 70 per cent of the project cost

6 involves the traditional method of issuing shares to build up a company's capital

7 The new tax system would be calculated on the value of owned by an individual

8 Details such as the division of profits and losses may be in the partnership agreement of the partnership

9 Misconduct by a partner might lead to her being expelled from the

10 In private limited company, a director might have to provide security over personal in order to borrow capital

2 TEXT COMPLETION

Task 5: Read the following text and choose the correct word to fill in each blank

A company may be _(1) _ by a loan, for example from a bank, on which it pays interest and for which repayment may be guaranteed by a charge or a _(2) _ on one

of the company's _(3) _, for example a building or land owned by the company This

is certified by a document generally called a debenture Debenture _(4) _ are creditors of the company If the company becomes _(5) _, that is, unable to pay its debts, debenture holders are entitled to _(6) _ over non-secured creditors to receive repayment Debenture holders are normally secured by a _(7) _ charge over specific property Assets which are of a more _(8) _ nature, such as vehicles, cannot be secured by a fixed charge, so a _(9) _ charge may be used If the company defaults, its assets may be seized by the _(10) _ charge holder

(Brown & Rice, 2007)

1 A given B granted C funded D rised

2 A expense B fund C profit D mortgage

3 A assets B holdings C liabilities D savings

4 A keepers B holders C savers D takers

5 A funded B secured C developing D insolvent

6 A priority B premium C initial D pioneer

7 A divided B funded C fixed D secured

8 A default B changeable C insolvent D personal

9 A drowning B floating C funding D emerging

10 A fixed B resolved C secured D financed

3 READING COMPREHENSION

Task 6: Read the following text and do as being instructed

In this section of my presentation, I'll be addressing the main legal issues which arise

at different stages of the acquisition process, which require separate and sequential treatment That's to say, they have to be done in the proper order

First, I'll tell you about the due diligence stage, and then we'll look at the deal stage Allow me to point out here that these are all matters that are best handled by a lawyer, which means of course that our firm can certainly handle these matters for you What is due diligence? Generally, this term is used to refer to the careful professional scrutiny

of the assets and liabilities of a company, usually in preparation for an acquisition It's the process of all the liabilities associated with a firm It's also the process of checking if the claims made by the seller of the target business are correct You should know that directors of companies are answerable to their shareholders for ensuring that this process is properly carried out

For legal purposes, there are things that must be done in the course of due diligence First, you have to obtain proof that the target business owns assets such as property, equipment, intellectual property, copyright and patents Another thing that you should

do is to get the details of past, current or pending legal cases Look at the contractual obligations that the business has with its employees (including pension obligations), as well as contractual obligations with customers and suppliers Here, one has to think about any likely or future obligations It's also important to consider the impact that a change in the ownership of the business may have on existing contracts As I said, due diligence is routinely conducted by a lawyer

Let me move on to the deal stage When you're considering general terms of a potential deal, you'll probably look for certain confirmations and commitments from the

seller of the target business These will provide a level of comfort about the deal They're also indications of the seller's own confidence in their business

A written statement from the seller or buyer that provides assurance of a key fact relevant to the deal known as a warranty You may require warranties with respect to the business's assets, the order book, debtors and creditors, employees, legal claims and the business's audited account A commitment from the seller to reimburse you in full in certain situations is known as an indemnity You might seek indemnities for unreported tax liabilities

(Brown & Rice, 2007) Choose the correct answer for the following questions

1 Which of these is the most likely entry for the talk in the program?

A Mr A Crawford of Corporate Restructuring (evening session)

B Mr A Cranford of Mergers and Acquisitions (evening session)

C Mr A Crawford of Mergers and Acquisitions (evening session)

D Mr A Crawford of Mergers and Acquisitions (morning session)

2 What is the speaker's aim?

A to provide the business owners with an overview of the law of mergers and

3 Which of the following topics will not be included in the presentation?

A factors involved in deciding on a company to acquire

B staffing issues after an acquisition

C evaluating the prospective acquired company

D details of one specific deal the speaker has carried out

Decide if the following statements are true (T) or false (F)

4 _ The important legal steps that must be carried out in the course of the

acquisition process can be completed in any sequence

5 _ 'Due diligence' refers to the process of gathering and analyzing financial information and other relevant information about a business before it is acquired

6 _ One aspect of due diligence is verifying ownership of intellectual property

7 _ In the course of due diligence, the acquirer should terminate all of the target company's contracts with suppliers

8 _ A warranty is a written statement by a party attesting that a fact relevant to the deal is true

9 _ The target may provide indemnities to protect the acquirer against future liabilities

SECTION 2 SUPPLEMENTARY EXERCISES

1 TEXT COMPLETION

Task 7: Complete the text below with your own words

All goods must carry a guarantee or warranty in case they go wrong or do not meet your _(1) _

If you take goods back to a shop, they are entitled to ask _(2) _ proof of purchase, such as a receipt, a credit card slip, etc that shows you _(3) _ bought the goods from them

Many shops may refuse to give a _(4) , and instead of returning your money will offer you a credit voucher to use in that shop at a later date

Where goods or services are _(5) _ on the Internet, on-line shops should offer their customers a cooling-off period after they have ordered them, _(6) _ the customer decides to suddenly cancel their order

On-line shops should give the customer an accurate description of the goods being sold, and clearly state the price, _(7) _ arrangements and options (how and when the customer can expect to receive their goods, _(8) _ there is an extra charge for postage, etc.)

(Wyatt, 2006)

Task 8: Complete the text below with your own words

A company that extracts and exploits natural non-renewable resources such as coal, oil or gas, or renewable resources _(1) _ hydro-electric power, should ensure that it avoids conflict with _(2) _ people, and that the human rights of those people are not abused through _(3) _ actions, either directly or indirectly It needs to be aware of its role in sustaining the environment, and helping to _(4) _ the survival of local and national communities (including indigenous people who might be less able to represent

or _(5) _ themselves) A company should avoid working in or around vulnerable and non-sustainable communities _(6) _ its actions directly benefit those communities Where people are asked to move in order for a company to exploit local resources, they should do _(7) _ voluntarily, and should be offered adequate compensation for their land and _(8) _ (the resource being exploited should be considered as one of these)

(Wyatt, 2006)

Task 9: In lines 1-10, there will be one extra word which does not fit in some lines Some lines are correct If the line is correct, put a tick If there is

an extra word in the line, write that word in the space provided

Powderhouse Sommerville LLP International

Commercial Law Internship

The international commercial law of firm Powderhouse

Sommerville LLP launched its International Commercial Law

Internship at the University Law School in 2006 and has renewed it

for the current academic year

Powderhouse Sommerville LLP is one of the world’s most

largest law firms, with over 1,600 lawyers and 15 offices in North

America, Europe and Asia

Professor May Rikos, Director of the University Law School,

said: ‘The University Law School is welcomes the opportunity to

work with one of the first-rank global commercial law firms.’

Under the terms of the internship, students taking International

Commercial Law the courses in Mergers, Comparative Antitrust Law

and World Trade Law will be invited to compete for the internship

Selection will be on the basis of an essay that plus interview of the

students who achieve the highest top essay mark in each of the

relevant courses Applications must be submitted by March 10, and

the interviews will take place in late March/early April The

Internship will take place from May to July only inclusive in the

Powderhouse Sommerville Frankfurt Office

Link to application at the bottom of this page

Commercial Lawyer

The work of a commercial lawyer may involve any aspect of the law as it relates

to a firm’s business clients, and the role of the lawyer is to facilitate business clients’ commercial transactions It is essential for a commercial lawyer to have not only a good knowledge of a lot of substantive law, but also a thorough understanding of both contemporary business practices and the particular business needs of each client

A commercial lawyer may be asked to advise a client on matters relating to both non-contentious and contentious work Non-contentious work largely involves advising clients on the drafting of contracts, whereas contentious work commonly involves the consequences of breach of contract

Many jurisdictions have adopted civil codes that contain comprehensive statements of their commercial law, e.g the Uniform Commercial Code (UCC), which has been generally adopted throughout the USA Within the European Union, the European Parliament and the legislatures of member nations are working to unify their various commercial codes

A substantial amount of commercial law is governed by international treaties and conventions The United Nations Commission on International Trade Law (UNCITRAL) regulates international trade in cooperation with the World Trade Organization (WTO)

The WTO is responsible for negotiating and implementing new trade agreements, and

is in charge of policing member countries’ adherence to these agreements

(Krois-Linder & TransLegal, 2017) Questions

1 What is a commercial lawyer responsible for?

He/ She is responsible for (facilitate)

2 What should he/she know about?

He/ She should know about (law, practices) _

3 What does contentious work include?

Task 11: Rearrange the words to make meaningful sentences

1 the company / if / on / it / the bank / would / defaulted / require / you / to / the loan / repay

_ _

2 a / general / for / partnership / debts / partners’ / unlike / liability / the / of / the / firm / the / is / limited

_ _

3 Articles / must / are / of / written / association / agreement / limited / forms / companies / have / that / of

_ _

4 bank / director / a / company / of / the / might / the / secure / against / new / assets / not / their / company’s / personal / loans / assets

_ _

5 Your / it / a / point / business / requires / where / needs / funding / to / reached / expand / and / external / to / do / has / so

_ _

4 TRANSLATION

Task 12: Translate the following sentences into Vietnamese

1 Limited companies must be registered on the Register of Companies and have a separate legal identity

_ _

2 For public companies there is a minimum amount of capital and there are different requirements regarding directors and accounting procedures

_ _

3 The solicitors’ advice will depend on the size of the loss the company has to bear if Digital View is allowed to terminate the contract now

_ _

4 A public company is often - but not always - a company whose shares are traded publicly i.e anyone is allowed to buy them

_ _

5 You have limited liability as a shareholder in the company, but unlimited liability as

a personal guarantor of the loan

_

_

PRACTICE 4 SECTION 1 TOPICAL ISSUES

1 VOCABULARY

1.1 KEY TERM DEFINITIONS

Task 1: Complete the crossword below Use the definitions to help you