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- International
Legal English
A course for classroom or self-study use
Amy Krois-Lindner
and
TransLegalO
~CAMBRIDGE
::, UNIVERSITY PRESS
www.cambridge.org
- Introduction
the glossary at the back of the book. In the main body of each
unit. there are vanous types of authentIC text material of the
InternaflOtlai Legal Engl,sh (ILE) is an uppef"lnlenned.ate to kmd commonly encounlered by practISing lawyers In their work.
These texts. both written and spoken. are accompamed by a
advanced level course fOf" leamefS who need to be able 10 use
English in the legal profession. The course is intended fOf law WIde range of tasks. all designed to build the core ~ills 01
stUdents and practising lawyers alike. The book has been reading. wntlng, listerllng and speaking.
written to prepare candidates for the new International Legal At the end of each unit, there is a link to an online task which
English Certificate (llEC) examina\lOn develope
- The written and spoken texts in each unit have been chosen to explanation of what the candidate is expected to do. what
represent a wide range of text types in use in legal contexts. skills the task in question is deSigned to test. as well as what
These include texts which lawyers have to produce. read or the candidate should bear in mifld while working on each task.
listen to. such as letlers of advice. proposals, client Interviews These lipS are intended to help you avoid common pitfalls and
or presentatIons. In each umt. the typical structure of a text improve your performance in the exam.
type is analysed and the text type broken down into Its Finally. the book includes an ILEe practICe test. ThiS sample
coostltuent parts. You are encouraged to idenlJfy these parts,
paper offers you the opportunity to test your Legal English
and to recogmse the language funclJons typteally used In each
skills and to prepare lor the exam by slmulatmg the test
of these parts of a text. (The term 'language function' refers to
expenence.
phrases which express a specific meaning In a text, for
example. the language function of 'suggesting' can be
eKP!"essed WIth phrases like 1"(1 recommend ... or l4Ihy oorn
If you are using the book for self-study. how you proceed
you ... 1) The result is a kind of template of a common legal
text type. EQUipped WIth this template and with useful language through the book Will depend on your goalS and the amount of
funclJons. you are then given the opportumty to produce such a time and effort you WIsh to devote to the study of legat
Enghsh.
text. either by WritIng a letter or email. by taking part in a role-
play interview. or by diSCUSSing a legal issue. 'or example. If you wish to improve your command of legal English for
While a selection of legal terminology in each legal topic area general work or study-related purposes afld are Willing to
is presented In every unit. mastering legal English requires devote several weeks of concentrated study to the task. it is
more than simply improving your knowledge of specialise
- + r')
TransLegal Amy Krois-Lindner
www.translegal.com I\sTrf Krois-lindner has taught language competence at the
University of Vienna for over ten years. She teaches BuSiness
TransLegaJ IS Europe's leadlOg firm of lawyer·lInguists.
English and academiC writing and is also a teacher-trainef.
pl'oVlChng the legal community With:
In additIon. she has played a role m the development of a
'-' online legal English courses: departmefltal ESP module WIth certifICation and has been
online legal language resources; Involved In the curriculum deYelopment of several ESP courses
at the Vienna UniverSity of Applied Technology.
"-' live legal English CO\.lrses and seminars:
..... translatKlrls of legal and commercial documents:
..... legal language coosultancy services.
TransLegal has collaborated With Cambridge ESOL. a
dlVlSlOl1 of the University of CalTlbodge. In the development
of the Cambridge ILEe examination, the world's only
intematiooally recognised test of legal English.
For more information about TransLegal and for online
legal language resources. visit www.translegal.com
Auth(lr n
I would like to extend my special gratitude to my colleagues at I would especially like to thank our edItor. Clare Abbott. for her
TransLegal. PartICular thanks are due to Robert Houser fOf his expert gUidance. for helpmg to keep the whole prQJect on track,
unfailing hard woO< and sound thinking In Wfltlflg this boot
- Contents
Reading listening Writing and Language
speaking
..... Bodies of law 1 Documents in court Speaking ..... Types of courts
Unit 1
..... Types 01 laws 2 Lawyers 1 ExpialOlIlg what a ..... Persons 10 court
The lHactice of
law
..... legal educatIOn: 3 Law firm structure ..... legal latin
1- "'"
A call to the Bar 4 Proctice areas 2 CIVil court systems
pag.8
Unit 2
....
..... A lawyer's curnculum
1 IntrOOUCtlOll to
5 Law firm culture
1 Company formatlOll
3 DeSCriblflg a law
fi~
Writing ..... Key terms: Roles In company
Company law; company law 2 Forming a business A letter of advice management
company 2 Memotandum of In the UK Speaking ..... Language use: Shall and may
formation and aSsocIatIOn Informal presentatIOn: ..... Text analysis: A letter of advice
management 3 limited Uabilrty a type of company
pag.2O PartnershIp 6111
4 Corporate
govetnance
Unit 3 1 lntrodoction 10 1 A rights issue Writing \",;Key terms: Shares
Company law: oomp"" 2 Plain language Summarising ..... Language use 1: Contrasting
capitalisation capitalisation Speaking mlormatlOfl
2 SIlarehoiders and Paraphrasing and ..... Language use 2: Common
"". . 34 supervisory boards expressIng opmlons cotloctlOOS (verb plus noun)
3 New legislation ..... Text analysis: Understanding
legalese
Unit 4 1 Introduction to 1 Explaining legal Writing ...... Key terms: OPPOsing concepts
Company law: changes in aspects of an Standard phrases for In company law
fundamental companies acquisition opening and closing ..... Text analysis: Beginning a
changes in a 2 Spin-offs 2 A checklist letters and emails presentation
company 3 The minutes of a Speaking ...... Language use 1: Explaining a
page 48 meeting Presenting a spin-off procedure
4 Shareholder rights ...... Language use 2: Collocations
u, l
IUnit 5
Contracts:
1 Introduction to
contract formation
1 Negotiating
2 Contract
Writing
An informative memo
...... Key terms: Defences
to contract formation
[ ...... Text analysis: Understanding
contract
2 A covenant negotiation Speaking
formation
3 E-
- Reading listening Writing and r Language
speaking
I
Unit 6
Contracts.:
remedies
_'8
1 Introduction to
contract remedies
2 liqUIdated damages
3 Understanding
contract clauses
1 A Danish remedy
2 Remedies
""-.
Writing
correspondence to
a client
Speaking
..... Io
- Reading Listening Writing nd
!aking
1 Introduction to 1 Training of junior Writing Key terms: Intellectual property
Unit 11
intellectual property lawyers Notes for a case brief Text analysIs: Discourse
Intellectual 2 The State Street 2 Discussmg Issues - Writing and Speaki"g markers as sentence openers
property
~" copyright and fair Paraphrasing in plain
page 148
3 Busmess method
patents "" language
Speaking
4 Traoe-mark statutes
Phrases for
discussions
1 Introduction to 1 Drafting a Writing I
- The practice of law
1
PART I: THE LEGAL SYSTEM
a
1 Read the excerpts below from the course catalogue of a British university's
summer·school programme in law and answer these questions.
1 Who is each course intended for?
2 Which course deals with common law?
3 Which course studies the history of European law?
A B
LAW 121: Introduction to English law LAW 221: Introduction to civil law
This course provides a general overview of More individuals in the world solve their
English law and the common-law system. legal problems in the framework of what is
The course will look at the sources of law called the civil-law system than in the
and the law-making pl'"ocess, as well as at Anglo-saxon case~law system. This course
the justice system in England. Students will introduce students to the legal systems
will be introduced to selected areas of of Western Europe that have most
English law, such as criminal law, contract influenced the civil-law legal systems in
law and the law of torts. The relationship the world. It aims to give students an
between the English common law and EC insight into a system based on the
law will also be covered. superiority of wnllen law. The course will
cover the application and development of
The course is designed for those
Roman law in Europe to the making of
international students who will be studying
national codes all over the world.
at English universities later in the academic
year. Other students with an interest in the The course is intended to prepare students
subject are also welcome to allend. as the who are going to study in a European
contact points between English law and university for the different approaches to
civil law are numerous. The seminars and law that they are likely to face in their year
all course materials are in English. abroad.
2 Match these bodies of law (1-3) with their definitions (a-c).
1 civil law a area of the law which deals with crimes and their punishments. including
fines and/or imprisonment (also penal law)
2 common law b 1) legal system developed from Roman codified law. established by a state
for its regulation: 2) area of the law concerned with nOrH:riminal matters,
rights and remedies
3 criminal law c legal system which is the foundation of the legal systems of most of the
English-speaking countries of the world, based on customs, usage and court
decisions (also case law, judge-made law)
- 3 Complete the text below contrasting civil law, common law and criminal law
using the words in the box.
based on bound by codified custom disputes legislation
non--eriminal precedents provisions rUlings
The term 'civil law' contrasts with both 'common law' and 'criminal law'. In the
first sense of the term. civil law refers to a body of law 1) written
legal codes derived from fundamental normative principles. Legal 2)
are settled by reference to this code, which has been arrived at through
3) . judges are 4) the written law and its 5)
In contrast, common law was originally developed through 6) . at a
time before laws were written down. Common law is based on 7)
created by judicial decisions. which means that past 8) are taken
into consideration when cases are decided. It should be noted that today
common law is also 9) . i.e. in written form.
In the second sense of the term. civil law is distinguished from criminal law.
and refers to the body of law dealing with 10) .. matters. such as
breach of contract.
4 Which body of law. civil law or common law, is the basis of the legal system
of your jurisdiction?
The word law refers gener, lly to legal documellts which set forth rules gc /erni 19
particular kind of activity.
5 Read the following short texts, which each contain a word used to talk about
types of laws. In which kind of document do you think each appeared? Match
each text (1-5) with its source (a-e).
1 3
TIle n~w Ell \\'orking "OUI"> Directive The purpose of this Ordinance I is to regu.late
is reponed to t~ c:lusin~ controvcr:iY tral1ic upon the Streets and Public Places 10 the
:l1l1ongst the llK'dic:11 profe.s~ion, Town of Hanville, New Hampshire, for the .
promotion of the safety and welfare of tile publiC.
2 When a statute is plain and 4
unambiguous, the court must give effect The.s e workplace safety and health regulations are
to the intention of the legislature as deSigned t~ pr~vent personal injuries and illnesses
expressed, rather than determine what from occurring In the workplace.
the law should or should not be_
5 Mr Speaker, I am pleased to have the opportunity 10 present the Dog Control
Amendment Bill to the House. II is a further milestone in meeting the
changing expectations we have about what is responsible dog ownership.
1 (UK) bye-law
a court ruling
b local government document
c newspaper
d parliamentary speech
e brochure for employees
- Find words in Exercise 5 which match these definitions. Consult the glossary if
necessary.
1 rules issued by a government agency to carry out the intent of the law;
authorised by a statute. and generally providing more detail on a subject
than the statute
2 law enacted by a town. city or county government
3 draft document before it is made into law
4 legal device used by tlle European Union to establish policies at tlle
European level to be incorporated into the laws of the Member States
S formal written law enacted by a legislative body
Complete the sentences below using the words in the box.
bill directive ordinance regulations statutes
1 The Town Council will conduct a public hearing regarding a proposed
concerning property tax.
2 According to the concerning working time. overtime work is work
which is officially ordered in excess of 40 hours in a working week or in
excess of eight hours a day.
3 Early this year, the government introduced a new on electronic
commerce to Parliament.
4 A number of changes have been made to the federal ..._ governing
the seiZing of computers and the gathering of electronic evidence.
S The European Union on Data Protection established legal principles
aimed at protecting personal data privacy and the free flow of data.
There are several ways to refer to what a law says. look at tlle following
sentences:
The law stipulates that corporations must have three governing bodies.
The law provides that a witness must be present.
The patent law specifies that the subject matter must be 'useful'.
These verbs can also be used to express what a law says:
The law states / sets forth / determines / lays down / prescribes that .•.
8 Choose a law in your jurisdiction that you are familiar with and explain what it
says using the verbs listed in the box above.
f courts
(Ot rt' can be distinguished with regard to the type of cases they heal
9 Match each of the following types of court (1-9) with the explanation of what
happens there (a-i).
1 appellate court (or court of a This is where a person under the age of 18 would be tried.
appeals. appeals court) b This is the court of primary jurisdiction. where a case is heard
2 crown court for the first time.
3 high court (or supreme c This is where small crimes are tried in the UK.
court) d This is where law students argue hypothetical cases.
- 4 juvenile court e This is where a case is reviewed which has already been heard
5 lower court (or court of in a lower court.
first instance) f This is where cases involving a limited amount of money are
6 magistrates' court handled.
7 moot court g This is where serious criminal cases are heard by a jUdge and a
8 small-claims court jury in the UK.
9 tribunal h This is where a group of specially chosen people examine legal
problems of a particular type, such as employment disputes.
This is usually the highest court in a jurisdiction, the court of
last resort.
o
10 Work in small groups.
1 Describe the different types of court in your jurisdiction and the areas of
law they deal with.
2 Select one type of court in your jurisdiction and explain what kinds of cases
it deals with.
11 Complete this diagram with the
words and definitions below
public official who has
(a-O. -~_ the authority to hear
and decide cases person who
1)
initiates a civil
lawsuit
defendant!
clalmant1
respondent
2) .
reasonably
I-----{ COURT }----{ 3) .
prudent person person who has
specialised knowledge
of a particular subject
4) . who is called to
5) .
testify in court
'"
employee who takes
records, files papers person who
and issues processes 6) . appeals a decision
to a higher court
a expert witness
b appellant 2 1 (US) plaintiff
c person who is sued in a civil lawsuit 2 (US) also petitioner
d officer of the court whose duties include keeping order and assisting
the judge and jurors
e person who pleads cases in court
f hypothetical person who uses good jUdgment or common sense in handling
practical matters: such a person's actions are the guide in determining
whether an individual's actions were reasonable U" 1 The practice of law
- 12.. listen to a lawyer telling a client about some of the documents involved ;n
his case and answer these questions.
1 What claim has been filed against the client?
2 Will the case go to trial?
13 Match these documents (1-9) with their definitions (a-i).
1 affidavit a a document informing someone that they will be
involved in a legal process and instructing them what
they must do
2 answer b a document or set of documents containing the details
about a court case
3 brief c a document providing notification of a fact, claim or
proceeding
4 complaint d a formal written statement setting forth the cause of
action or the defence in a case
5 injunction e a written statement that somebody makes after they
have sworn officially to tell the truth. which might be
used as proof in court
6 motion f an application to a court to obtain an order. ruling or
decision
7 notice g an official order from a court for a person to stop
doing something
8 pleading h in civil law. the first pleading filed on behalf of a
plaintiff, which initiates a lawsuit. setting forth the
facts on which the claim is based
9 writ the principal pleading by the defendant in response to
a complaint
14.. listen again and tick the documents that the lawyer mentions.
1 answer 0 2 affidavit 0 3 brief 0 4 complaint 0 5 injunction 0
6 motion 0 7 notice 0 8 pleading 0 9 writ 0
15 Match each verb used by the lawyer (1-5) with its definition (a--e).
1 to draft a document a to deliver a legal document to someone, demanding
2 to issue a document that they go to a court of law or that they obey an order
3 to file a document with an authority b to produce a piece of writing or a plan that you intend
4 to serve a document on someone to change later
(or to serve someone with a c to deliver a document formally for a decision to be
document) made by others
5 to submit a document to an d to officially record something. especially in a court
authority of law
e to produce something official
16 Decide which of the nouns ;n Exercise 13 can go with these verbs. The first
one has been done for you.
1 draft (IJ'l (IJ'lswer, l1. bne.f. 0. comploi.nt, 0. mohon, 0. pLe6..d.i.ng
2 issue
3 file (with)
4 serve (on someone)
5 submit
- legal latin
Lawyers use Latin words and expressions when writing legal texts of every kind, from
statutes to emails.
The following excerpt is from the legal document known as an 'answer' It was submitted
to the (ourt by the defendant from listening 1.
17 Underline the common latin words and phrases in the text. Do you know what
they mean?
The claim for breach of contract fails inter alia to state facts sufficient to constitute a cause of
action, is uncertain as to what contract plaintiffs are suing on, and is uncertain in that it cannot
be determined whether the contract sued on is written. oral or implied by conduct.
The complaint alleges breach of contract as follows: 'At all times herein mentioned. plaintiffs
were a part I sic J to the Construction Contract. as well as intended beneficiaries to each sub-
contract for the construction of the house. In light of the facts set out above. defendants. and
each of them. have breached the Construction Contract:
On its face, the claim alleges only that defendants 'breached the Construction Contract'. But
LongCo is not a party to the Construction Contract. Therefore LongCo cannot be liable for its
breach. See e.g. G$I Enterprises. Inc. v. warner (1993).
18 Match each Latin word or expression (1-8) with its English equivalent and the
explanation of its use (a-h).
1 ad hI)(: a thus (used after a word to indicate the original. usually incorrect.
spelling or grammar in a text)
2 et alii (et al.) b for example (used before one or more examples are given)
3 et cetera (etc.) c for this purpose (often used as an adjective before a noun)
4 exempli gratia (e.g.) d against (versus is abbreviated to V: in case citations, but to 'vs." in all
other instances)
5 id est (I.e.) e and others (usually used to shorten a list of people. often a list of
authors, appellants or defendants)
6 per se f and other things of the same kind (used to shorten a list of similar items)
7 sic g by itself (often used after a noun to indicate the thing itself)
8 versus {VS. orv.} h that is (used to signal an explanation or paraphrase of a word preceding it)
19 Match each Latin term (i-10) with its English equivalent (a-j).
1 de facto a among other things
2 ipso facto b per year
3 inter alia c number of shareholders or directors who have to be present
at a board meeting so that it can be validly conducted
4 per annum d in fact
5 pro forma e of one's own right able to exercise one's own legal rights
6 pro rata f proportionally
7 quorum g by that very fact itself
8 sui juris h as a matter of form
9 ultra vires as follows
10 videlicet (viz.) beyond the legal powers of a person or a body
- PART II: A CAREER IN THE LAW
20.. Several different words can be used to refer to a lawyer. Listen to three
law students in the UK talking about the kind of work they would like to do
when they have completed their law studies. Write the correct word for lawyer
in the gaps.
Anna: $0, what are you two planning to do later. when you've completed your degree?
Daniel: Well, right now, I'm planning to become a 1) , because I'd really like to plead
cases in court.
Anna: You've been watching too many of those American films. when the handsome young
2) wins the case against the big. bad corporation!
Daniel: Very funny. I just like the idea of arguing a case. I think ifd be exciting. What about you?
Anna: Actually, rd like to work for a big corporation and advise them on their legal affairs, as
3) . I've heard the work can be very challenging. What are your plans, Jacob?
Jacob: I'm thinking about becoming a 4) . I'm not that interested in pleading cases in
court. I'd rather do research and give legal advice - I think that'd suit me better.
21 Discuss these questions.
1 Does your native language have more than one word for lawyer? Do they
correspond to the different English words for lawyer mentioned above?
If not. how do the concepts differ?
2 What is each type of legal practitioner in your jurisdiction entitled to do?
3 What English term do you use to describe your job or the job you would like
to do?
22 a Combine the nouns in the box with the verbs below to make combinations to
describe the work lawyers do. Some of the verbs go with more than one noun.
cases clients contracts corporations decisions defendants
disputes law legislation
1 advise
2 draft
3 litigate
4 practise
5 represent
6 research
b Choose three 'verb + noun' pairs from above and write sentences using
them.
23 Choose the words from the box which can be combined with the word lawyer to
describe different types of lawyer. Say what each one does.
bar corporate
public-sector sole
defence
tax
government
trial
patent practitioner
J
- Legal education A call to th B r
EnQ ish speaklOCi (au trie ,thE Bar.. e TI for t e ~al pro e...... lon I sell bar
assoc ation I th ssoc allon wh h rf>Q at s he p ofr551 A perso who to
plac I aw S ldmltted to the Bar 0 th th r hi (j 0 fisb r wv r
or her nabt t (t e law
Th 0 0 In
• o gu Wfltt n fC s h'lo el rs about 0 se f
2 Read the text and say whether legal education in your country is more similar
to the UK or the US model.
Studying law in the UK
In the UK, a ]l'J:,.ral",·ducltioll u
- c c u it e
26 Read the following CV (curriculum vitae)l of a young British lawyer and answer these Questions.
1 Where did he work in summer 2002?
2 What languages does he speak?
3 Where did he complete his first degree?
4 What was his main duty at the European Commission?
5 What is he doing now?
Linus Walker
Address: Frejg 17, SE·118 25, SlOckholm. Sweden Nationality. British
Email address: linuswalker@elLsc Dateofbirlh: 12Ma)' 1982
EDUCATION
2005 - present University of Stockholm, Sweden
A'faSler's Programme ill LaU/(wd Illformfliioll Tecllllology
Course covers the legal aspects of Information Technology and the legal
implications of the use of the Internet
2(){){).-Z004 University of Essex, Colchester, United IGngdom
1-LO (EIISlisl, & Fre/lcll law degree)
Course included all the core legal subjects, with a focus on contract law,
company law, common law. property law and European law
~OO2-2003 Universitc Paris X, Paris, France
DEUG (Freud, law degree), Namerre
Part of the degree programme at Universily of Essex included an illlensive
course in French. Among subjecls studied: European Communily L..1W.
Infomlution Law, Civil Law and Penal Lmv
LEGAL WORK EXPERIENCE
June 200+- European Commission, Brussels, Belgium
February ZOOS Legal AssislalU within the Legal Department of the service Commune Relex
(SCR). Drafling opinions in English and French dealing wilh contraCtS awarded
for projecls
Summers G. R. FOSler & Co. Solicitors, Cambridge, UK
200]-2004 Liaison with clients; conducting research into multiple legal arcas.
including fam ily law, ton law and conlracts; assisting with lrial prcparMioll
Summer 2000 Wesll
- I nlOg Law firm s ructure
27... Linus Walker has applied for a position at a law firm. Listen to his job
interview and answer these Questions.
1 What does Mr Nichols say about the atmosphere of the firm?
2 What does Linus say about the size of the firm?
28... listen again and complete this organigram of the firm using the words in
the box.
Associate Full Partners Mr Robertson Paralegal Real Property Salaried Partner
---,
1) , Mr Michaels
Senior Partners
--
Ms Graham, Mr Nichols
2)
1
3) Department Debtor-Creditor Department
Secretary secretary
Salaried Partner 4)
~-.--
ASSOCia~ 5)
6) Paralegal
Associate 1 ASSociate~
Paralegal
~~ Paralegal ~
Associate ~
Speaking 3: Describing a law firm
29 Look at the following phrases used by Mr Nichols to describe the firm. Which
can be used to speak of a department or company, and which of a person?
Which can be used for both?
... is/are headed by .
... is/are assisted by .
".. is/are managed by .
... is/are responsible for ...
... is/are in charge of ...
... report to ...
30 Using the phrases in Exercise 29, describe the structure of a law firm with
which you are familiar or the one just described in listening 3. Refer to the
positions and duties of the personnel.
- Listen to five lawyers talking about their firms. practice areas and clients.
Tick the information you hear about each speaker.
Speaker 1 ...
1 has a few years' working experience. 0
2 works as a clerk at a mid·size commercial law firm. 0
3 will get to know other departments of the firm. 0
4 meets with clients regularly. 0
5 plans to specialise in commercial litigation. D
Speaker 2 ...
1 is a sole practitioner. D
2 works in the area of employment law. D
3 deals with wage disputes. D
4 represents clients in mediation. D
5 has many clients who are small businesses. D
Speaker 3 ...
1 works in the area of secured transactions. D
2 carries out trade-mark registrations. D
3 assists clients who are in artistic professions. D
4 serves as an expert witness in court. D
5 is a partner in a large IP firm. D
Speaker 4 ...
1 is a senior partner in a mid-size law firm. D
2 specialises in competition law. D
3 represents clients before the employment tribunal. D
4 deals with infringements of the Competition Act. 0
5 has clients in the telecommunications sector. 0
Speaker 5 ...
lawns shares in his firm. 0
2 argues cases in court. 0
3 works in the area of real property law. 0
4 represents landlords but not tenants. 0
5 teaches courses on litigation at the law university. 0
32 Discuss these questions.
1 Which kind of firm do you work in or would you like to work in?
2 Which areas of the law have you specialised in or would like to specialise in?
La r .ulture
33 Read this excerpt from an article in a law-school newspaper about
law firm culture. Which type of firm would you prefer to work for? Why?
One factor which plays an sole practitioner) to lawyers, is sometimes lawyers, while a large law
important role in the global firms employing known as a boutique finn is considered to be
culture of a law firm is its hundreds of attorneys all firm, as il often specialises one employing SO or more
size. Law finns can range over the world. A small in a specific area of the altomeys.
from a one-person solo law finn, which typically law. A mid-size law finn
practice (conducted by a engages from two to ten generally has ten to 50
- 34 .. ::; 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 these questions.
1 Why do the professors encourage students to do work experience?
2 How long have Richard's clerkships generally lasted?
3 What is Richard's final piece of advice?
35.. listen again and tick the advantages of small and large law firms Richard
mentions. In some cases. he says both types of firm have the same advantage.
large firms
more autonomy and responsibility
opportunity to work on prestigious cases
chance to rotate through different practice areas
asked to write briefs and leners
allowed to conduct research and manage court books
opportunity to make many contacts
more training offered
made to feel part of a team
invited to participate in social events
family.like atmosphere
made good use of time
36 Discuss these questions.
1 Do you have any experience working as a clerk in a law firm? In what ways
was it similar or different from Richard·s experience?
2 What kinds of tasks and responsibilities do clerks in your firm have?
3 Do you agree with the way Richard characterises small and large law firms?
Q Unit 1
To improve your web-based research skills, visit www.cambridge.orgjelt/legalenglish, click on
Research Tasks and choose Task 1.
Un" The ''''';ceoflaw E
- Company law: company formation
and management
R adinq 1: Introduction to company law
Th s text pfo'o'ide§ an mtroducti')n '0 the key terms used when talking about companies as
tel . enr; , •...ey r'" c_. lj and how they are managed. It also covers the leqat
ie. :00 'I Ie COl rts' role in policing them.
1 Read the text quickly, then match these phrases (a-f) with the paragraphs (1-6).
a directors' duties c company definition e partnership definition
b management roles d company health f company formation
1 A company1 is a business association which has the character of a legal person, distinct from its
officers and shareholders. This is significant. as it allows the company to own property in its own
name, continue perpetually despite changes in ownership. and insulate the owners against
personal liability. However, in some instances. for example when the company is used to
perpetrate fraud or acts ultra vires, the court may 'lifF the corporate veil' and subject the
shareholders to personal liability.
2 By contrast, a partnership is a business association which. strictly speaking, is not considered to
be a legal entity but. rather. merely an association of owners. However. in order to avoid
impractical results, such as the partnership being precluded from owning property in its own
name, certain rules of partnership law treat a partnership as if it were a legal entity.
Nonetheless, partners are not insulated against personal liability. and the partnership may cease
to exist upon a change in ownership, for example, when one of the partners dies.
3 A company is formed upon the issuance of a certificate of Incorporation) by the appropriate
governmental authority. A certificate of incorporation is issued upon the filing of the constitutional
documents of the company. together with statutory forms and the payment of a filing fee. The
'constitution' of a company consists of two documents. One, the memorandum of association 4 ,
states the objects of the company and the details of its authorised capital, othelWise known as the
nominal capital. The second document, the articles of associationS, contains provisions for the
internal management of the company, for example, shareholders' annual general meetings6 , or
AGMs, and extraordinary general meetings7 , the board of directors, corporate contracts and loans.
4 The management of a company is carried out by its officers, who include a director, manager and/or
company secretary. A director is appointed to carry out and control the day·to-day affairs of the
company. The structure, procedures and work of the board of directors, which as a body govern the
company. are determined by the company's articles of association. A manager is delegated
supervisory control of the affairs of the company. A manager's duties to the company are generally
more burdensome than those of the employees. who basically owe a duty of confidentiality to the
company. Every company must have a company secretary. who cannot also be the sole director of
I (US) corporatl()ll 4 (US) articles of IncorpCJfBlJon Of certifICate of incorporatlOll
2(US)PIef
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