1. Assignment:
Read the following extract concerning the corporate veil. Then choose the best word to fill each gap from the table below.
Write the letters (A, B, C or D) on your answer sheet.
A company director will not be able to hide behind the corporate veil and [. . .](0) personal liability for the company’s debts if he has used the company for fraudulent [. . .](1). If, in the course of the [. . .](2)-up of a company it should appear that any of the company business has been carried on with the intent to [. . .](3) the company, or any other creditors the court, on the application of the liquidator, will make it clear that any persons who were [. . .](4) parties to the execution of the business in that [. . .](5) are to make such contributions to the company’s [. . .](6) as the court thinks proper.
0 a: include b: avoid c: issue d: prevent
1 a: ability b: trading c: purchaser d: behaviour
2 a: liquidation b: winding c: selling d: merging
3 a: defraud b: sham c: belie d: fraud
4 a: knowing b: previously c: happily d: unknowing
5 a: situation b: registration c: article d: matter
6 a: standing b: problems c: assets d: liabilities
2. Assignment:
Read the following extract concerning promoters. Choose the best word to fill each gap. For each gap write one letter on your answer sheet.
A promoter is a person responsible for [. . .](0) a new company. Whether or not a person is a promoter is a question of fact to be determined [. . .](7) to the role he plays in the creation of the company.
Typically, the promotion process involves [. . .](8) the registration of the company, negotiating pre-incorporation contracts, and finding the initial directors and shareholders. In the case of public companies the promoter will [. . .](9) be responsible for issuing and registering the company prospectus.
Although the company’s [. . .](10) documents are frequently drafted by a professional adviser such as a lawyer or an accountant, such a person will not be [. . .](11) to be a promoter merely on that account.
The term ‘promoter’ is not defined in statutory law and the judges have shown [. . .](12) tendency towards formulating an all-embracing definition.
It has been stated in general terms, however, that a promoter is ‘one who undertakes to form a company with reference to a given project and to set it going, and who takes the necessary steps to accomplish that purpose’.
Example (0): a forming
0 a: forming b: becoming c: erecting d: forfeiting
7 a: according b: respecting c: concerning d: considering
8 a: affecting b: perfecting c: prefecting d: effecting
9 a: never b: elsewise c: also d: although
10 a: constitutional b: constituted c: constitutioned d: constituting
11 a: doomed b: identified c: asked d: deemed
12 a: little b: much c: less d: plenty of
3. Assignment:
Read the following extract. Then choose a suitable word to fill each gap. There is an example at the beginning. Example: 0 = was
Mr Macaura [. . .](0) the owner of a forested estate in Ireland. [. . .](13) 1919 he agreed to sell all the standing trees and cut wood on the estate to a sawmill [. . .](14) return for the entire issued share capital of the sawmill company; this to be owned [. . .](15) himself and his nominees. He also granted the company a licence to enter the estate, fell the remaining trees and use the sawmill. By August 1921, the company [. . .] (16) cut down the remaining trees and processed the timber through the mill. The cut wood, [. . .](17) represented almost the entire assets of the company, was stored on the estate. In early February 1922, a policy insuring the timber was taken out [. . .](18) behalf of Mr Macaura. Later that month a fire destroyed the timber on the estate. Mr Macaura then brought an insurance claim in accordance with the terms of the policy. The insurance company rejected the claim on the [. . .](19) that Mr Macaura had no insurable interest in the timber [. . .](20) it belonged to the company [. . .](21) than to him. The case passed through the court system and finally arrived before the House of Lords which, agreeing [. . .](22) the insurance company, found that the timber belonged to the company and that [. . .](23) Mr Macaura owned all the shares in the company, he had no insurable interest in [. . .](24) company’s property
4. Assignment:
Read the following extract. Then use the stem words in the column on the right to form one new word to fit in the same numbered gap. There is an example at the beginning.
0. D I S T I N C T I O N
When drawing a [. . .](0) between company shares and other forms of security issued by companies, the [. . .](25) characteristic of a share is the acquisition by the shareholder of rights in the company as [. . .](26) to simply against it, as is the case with other [. . .](27). For example, a shareholder will have financial rights, such as sharing in dividend [. . .](28) as well as any return of capital in the case of a final [. . .](29) or winding-up of the company, in addition to participatory rights such as voting on [. . .](30) at general meetings. 0. DISTINCT
25. ESSENCE
26. OPPOSE
27. CREDIT
28. DISTRIBUTE
29. LIQUID
30. RESOLVE
5. Assignment:
Questions 31–34 Read the following excerpt from a Harvard Law Review article about juvenile parole sentences. Then choose the best statement from the four options.
Eighth Amendment — Juvenile life without parole sentences
The Supreme Court’s Eighth Amendment jurisprudence has measured punishments by “the evolving standards of decency that mark the progress of a maturing society,” establishing that a civilized people may come to recognize as unacceptable punishments that were once commonplace. Last term, in Graham v. Florida, the Court held that the Constitution no longer tolerated juvenile life-without-parole (JLWOP) sentences for non - homicide crimes. This ground-breaking ruling has had important implications for another class of cases: JLWOP sentences for homicide offenders. Applying Graham’s logic, it is doubtful that such punishments could survive a constitutional challenge.
In 2003, sixteen-year-old Terrance Graham was arrested following a robbery attempt. The prosecutor charged him as an adult, and Graham pleaded guilty to attempted armed robbery and armed burglary with assault and battery. After writing a letter to the court begging for a second chance to “do whatever it takes to get to the NFL,” he was sentenced to concurrent three-year terms of probation. A few months later Graham, then seventeen, and two accomplices participated in two armed robberies and a high-speed chase. Three handguns were recovered, and a member of the trio was shot. As a result, a trial court found that Graham had rviolated his probation. Under Florida law, the minimum sentence Graham could receive was five years in prison; the maximum was life. The State recommended thirty years on one count and fifteen on another; a pre-sentence report recommended four years. Judge Lance Day, however, took no pity on Graham, stating on behalf of the justice system that, “[W]e can’t help you any further.” In Judge Day’s opinion, the State had given Graham “a great opportunity to do something with [his] life” by previously giving him probation, an opportunity he had “throw[n] … away.” Thus, the only thing Judge Day could do was “to try and protect the community from [Graham’s] actions.” Judge Day then sentenced Graham to life in prison. Florida has no parole system, which effectively guaranteed that Graham would die in prison.
The state appellate court affirmed Graham’s sentence as not “grossly disproportionate” to his crimes, reasoning that he was beyond rehabilitation, regardless of his age. The Florida Supreme Court denied certiorari. The Supreme Court reversed the judgement. Writing for the Court, Justice Kennedy determined that the Constitution prohibited JLWOP for non-homicide crimes. Justice Kennedy began by explaining that most of the Court’s precedents “consider the punishment not to be inherently barbaric but to be disproportionate to the crime.” He conceded that thirty-seven states and the District of Columbia authorized non-homicide JLWOP in some circumstances. However, the Court asserted that the mere existence of legislation was not dispositive but – “actual sentencing practice” also had to be examined. At the time of the opinion, there were only 129 juvenile offenders serving JLWOP sentences for non-homicide crimes, though in 2007 alone more than 380,000 juveniles were found guilty of non-homicide offences. Only twelve jurisdictions actually imposed non-homicide JLWOP – and Florida was responsible for almost sixty percent of such sentences. Thirteen states did not permit non-homicide JLWOP, and twenty-six states permitted it, but never imposed it. From these statistics, the Court concluded that non-homicide JLWOP “is as rare as other sentencing practices found to be cruel and unusual.”
The Court then turned to a second line of argument. Precedents had established that juveniles were “less deserving of the most severe punishments” because of their “lessened culpability.” This lessened culpability stems from a juvenile’s immaturity, undeveloped sense of responsibility, unformed character, and vulnerability to negative influences. Moreover, the juveniles at issue had committed non-homicide crimes, which differ from homicide “in a moral sense.” Therefore, “when compared to an adult murderer, a juvenile offender who did not kill, or intend to kill, has a twice diminished moral culpability.” Turning to the punishment’s severity, the Court classified life without parole as the “second most severe penalty permitted by law.” In fact, the Court stated that life without parole “share[s] some characteristics with death sentences” – namely, that it “deprives the convict of the most basic liberties without giving hope of restoration, except perhaps by executive clemency,” a “remote possibility.” And the harshness of JLWOP is magnified because mathematically a juvenile “will on average serve more years and a greater percentage of his life in prison than an adult.”
31. Which of the following statements is correct?
a) Judge Graham made an important ruling concerning juvenile sentencing.
b) The sentences for homicide offenders have been challenged in a recent ruling.
c) Non-parole life sentences for juvenile homicide offenders will likely be abolished in the future.
d) The Supreme Court put an end to life sentences for juvenile offenders.
32. In the case discussed a juvenile offender
a) was not granted probation.
b) was sentenced to life because he had shot a member of the trio.
c) had assaulted somebody with a battery.
d) broke his parole within a few months after being sentenced.
33. The Supreme Court argued that
a) JLWOP sentences are as unusual as other inhuman sentences.
b) a juvenile life sentence without parole is cruel.
c) juvenile life sentences without parole are unconstitutional even though they are practised.
d) the actual sentence practices were disregarded in the original sentencing.
34. Which argument is made in the paragraph?
a) Juveniles are more susceptible to negative influences.
b) A young person sentenced to life will suffer to a greater extent than an older person.
c) Culpability is also a question of class.
d) Non-homicide crimes are morally superior to other crimes.
(12 points – 3 per question)
6. Assignment:
Jumbled Collocations (fixed expressions)
Match the word/phrases on the left with the correct word/phrases on the right to form collocations from the field of legal English. Then, using your own words, provide a simple sentence showing the meaning of each collocation. (35–42)
An example has been given (0).
(0)The company filed the lawsuit last week.
35 legal of association
(0) file person
36 certificate director
37 memorandum of incorporation
38 board proprietorship
39 managing partnership
40 duty of care
41 sole (0) a lawsuit
42 general of directors
Writing
7. Assignment:
Writing a memorandum
You are an assistant to the CEO of Sweatshop Law Incorporated, a big, internationally operating law firm. Your boss has received complaints from the personnel departments of Sweatshop Law’s overseas offices about deteriorating office etiquette which has led to a decline in the employees’ working morale and an alarming increase in the amount of sick days taken.
Your boss has asked you to devise a memorandum on this issue.
Please read the notes he has sent you and use them to collate the memo in the appropriate register and style: Use your own words. You may use additional ideas of your own (150–200 words).
Notes
• to: heads of overseas offices
• complaints: increasing disrespectful behaviour among staff, threatening emails, ridicule, bullying, pressure
• affected: relations boss-employees, among colleagues
• repercussions, far-reaching: more sick days (burn out!), quality of work (lost cases, complaints clients: tardy replies, poor advice)
• call for mutual respect!
• start with: polite language – emails + personal – conversations
• monthly employee appreciation day?
• serious matter!
• managers = held responsible
• skype conference with heads of all oversea offices: July 1st 9am–3pm
• attendance mandatory, no exceptions
• feedback and suggestions for measures: email by June 14th
8. Assignment:
Letter
You are a shareholder in a small company and you receive the following invitation to a shareholders’ meeting from the board of directors. You cannot attend the meeting personally but have decided to ask Susan Newton, a fellow shareholder, to act as proxy for you.
Write an email to your fellow shareholder, explaining the situation and using the notes you have made on the invitation (150–200 words).
3.50
3.50
;)
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