Este ppt se utilizará para realizar revisión previa a examen. This ppt is intended to be used as revision. Legal English course.

1. Prof. Mauricio Muñoz
Ingles Legal
Colegio de Abogados
De san Luis.
2013

2. COMPANY FORMATION- ROLES IN A COMPANY-
MEMORANDUM OF ASSOCIATION- PROCESS TO
INCORPORATE A COMPANY- PLC- LTD- PARTNERSHIP-
LLPARTNERSHIP-
CAPITALISATION- SHARES CATEGORIES- SUPERVISORY
BOARD- ONE- TIER/ TWO –TIER BOARD -COLLOCATIONS
WITH EXERCISE/ RESTRICT/ ACCRUE/ DISMISS - PLAIN
LANGUAGE AND LEGALESE - PAR-VALUE CUMULATIVE
PREFERRED SHARES AND OTHERS. TREASURY SHARES.
THE RAINMAKER.

3.  Business Association: it is a legal person, distinct
from its officers and shareholders.
 PROPERTY and LIABILITY.
 LIFT THE CORPORATE VEIL.
 Partnership: not a legal entity; treated as such as
regards ownership.
 Process of incorporation (seek for the other ppt, image
with wheels and chains that show the process in
motion).
 MEMORANDUM OF ASSOCIATION/ ARTICLES OF
INCORPORATION.

4.  ANNUAL GENERAL MEETINGS/ EXTRAORDINARY
MEETINGS.
 BOARD OF DIRECTORS- A.G.M. – (LATER ON:
TWO- TIER BOARD OR ONE –TIER BOARD).
 OFFICERS: DIRECTOR, MANAGER, COMPANY
SECRETARY.
 TWO DIFFERENT DUTIES: DUTY OF CARE AND
FIDUTIARY DUTY.
 NEED TO AVOID CONFLICT OF INTERESTS.
 DOCUMENTS: BALANCE SHEET/ PROFIT-AND-
LOSS ACCOUNT.

5. AUDITOR
COMPANY
SECRETARY
DIRECTOR LIQUIDATOR
MANAGING
DIRECTOR
OFFICIAL
RECEIVER
PROMOTER PROXY
RECEIVER SHAREHOLDER.

6.  LOOK FOR ANOTHER PPT WITH
ALL THE PROCESS OF
INCORPORATION (THE ONE WITH
CHAINS IN MOTION, for example).
 LOOK AT THE CHART on page 22.
with all the Documents required for
formation and operation.

7.  LOOK FOR THE CHART (THE ONE WITH THE
FLAGS) where there is the comparison between PLC
AND LTD.
 DIFFERENCES WITH PARTNERSHIP:
**no legal entity
**no protection against liability.
**but they are capable of owning a property at its own
name.

8.  RELATIVELY NEW INSTITUTION.
 OBLIGATIONS ACCRUE TO THE NAME
OF THE PARTNERSHIP.
 ONLY PERSONAL LIABILITY: IN
RESPECT OF HIS PRE-DETERMINED
CONTRIBUTIONS TO PARTNERSHIP
FUNDS.

9.  ADVANTAGES
 Legal entity.
 Obligations: to the name of
the partnership rather than
the names of its individual
members.
 More flexible in terms of
decision-making, board
meetings, minutes books .
 Annual or extraordinary
meetings are not required
 DISADVANTAGES
 Accounting requirements of
the Companies are applicable
in the case of LLPs.
 These accounting
requirements are quite
demanding.
 If the turnover of the LLP
exceeds 350.000 pounds
annualy, accounts must be
professionally audited.
 Claw-back provisions of the
Insolvency Act 1986 apply to
LLPs.
 A LLP director can be liable to
a third party for his negligent
act or omissions in the course
of his duties.

10.  TEXT WRITTEN TO A CLIENT.
 ANALYSIS OF A LEGAL PROBLEM: THE CLIENT
CAN MAKE AN INFORMED DECISION
CONCERNING A COURSE OF ACTION.
 IT IS ALSO A LEGAL OPINION ON CERTAIN
MATTER.
INDICATES THE FUTURE COURSE OF ACTION BETWEEN YOU AND THE CLIENT
CLOSING: expressions to follow on with the relationship.
OUTLINES THE CLIENT`S OPTIONS, ADVANTAGES AND DISADVANTATES.
FACTORS: RISK, DELAY, EXPENSES.
IDENTIFY THE LEGAL ISSUE AND HOW LAW APPLIES TO THE FACTS.
RIGHTS AND OBLIGATIONS OF THE CLIENT.

11. • Maximum amount of share capital that
the company can issue, as stated in the
memorandum of association.
AUTHORISED
SHARE CAPITAL
• This capital refers to the whole number of shares
actuall held by shareholders.
• A company may not issue shares for more
amount of money than the authorised share
capital.
ISSUED SHARE
CAPITAL
PREFERENCE
SHARES
No voting rights
Fixed
Divident.
ORDINARY SHARES
Voting rights
Payment of
Dividents: dependent
upon performance of
the Co.

12. SHARE
SUBDIVISION
SHARE
CONSOLIDATION.
RIGHTS ISSUE
DEBENTURES
LOAN CAPITAL
PRE-
EMPTION
RIGHTS.
FIXED
CHARGE
FLOATING
CHARGE.

13. TWO PROBLEMS FOR THE SHAREHOLDER:
Shareholders: The owners of the Company`s Assets.
RIGHTS: a) determine how assets are to be managed. B)
to receive the residual income from the asset. C) to
transfer ownership of the assets to others.
A question. Can Shareholders exercise control
if the directors fail to protect their interests??
THEY ARE TOO MANY-
SPREADING OF
OWNERSHIP.
THEY DO NOT HAVE
GOOD
INFORMATION.

14.  DUE TO RISK DIVERSIFICATION NEEDS: THE
COMPANY TRIES TO SPREAD OWNERSHP .-
 THE SHAREHOLDERS ARE TOO MANY, AND IN
THE A.G.M. THEY DO NOT HAVE MUCH
RELEVANCE.
 THEY CAN PARTICIPATE IN THE A.G.M. BUT
AWKWARD QUESTIONS (PARTICIPATIONS THAT
QUESTION THE WAY DIRECTORS HAVE ACTED)
ACN BE HELD OFF BY THE CHAIRMAN IN THE
MEETING.

15. THEY LACK OF AN ADQUATE FLOW OF
INFORMATION
THEY FACE CONSIDERABLE OBSTACLES IN OBTAINING
GOOD INFORMATION
ONE SHAREHOLDER CAN INVEST AND OBTAIN GOOD
INFORMATION. (HE BEAR ALL THE COSTS)
IF HE GETS ANY ADVANTAGE OF THAT, ALL OTHER
SHAREHOLDERS WILL ACCRUE BENEFITS AT HIS
EXPENSES. (THIS IS THE “FREE RIDER ISSUE”).
WHAT CAN A SH. DO? HE CAN SELL HIS SHARES
IF SO, HE IS “VOTING WITH HIS FEET”.

16.  ONE- TIER BOARD.
 Managing executives are
represented on the board,
all directors, executives
and non-executives.
 Directors: appointed by
shareholders.
 All of them ANSWER to
the AGM.
 This system: promotes
cosiness.
 TWO-TIER BOARD.
 Consists of an executive
board and a supervisory
board.
 Executive board includes
the top-level management
team; the supervisory b.:
outside experts such as
bankers, executives from
other Co., employee-
related representatives.
 Bad strategic decisions are
subjected to the public
gaze.

17.  REVISE THE FIRST PPT “Legal English general rules”
(March 2012).
 LEGALESE:
 Lengthy and complex sentences.
 Archaic words and expressions.
 Passive constructions.
 Use of English and Latin words.
 Use of twin expressions. (ammended and adapted, for e.)
 Thereof, Therein, Herein, Hereinafter.
 Long sentences w.o. commas.

18.  SOMETIMES COMPANIES HAVE ISSUED SOME
SHARES, AND HAVE HAD BOUGHT THEM BACK.
 THEY HOLD THOSE SHARES “IN TREASURE”.
--UNTIL 2003 U.K. LAW PROHIBITED COMPANIES TO HOLD THEIR
OWN SHARES IN TREASURY AFTER CERTAIN PERIOD.
SINCE 2003: ACT THAT PERMITS COMPANIES TO BUY BACK
THEIR OWN SHARES AND HOLD THEM IN TREASURY RATHER
THAN HAVING TO CANCEL THEM.
IT ONLY APPLIES TO COMPANY SHARES THAT ARE
LISTED ON THE LONDON STOCK EXCHANGE´S
OFFICIAL LIST, THE A.I.M. OR COMPARABLE
EUROPEAN MARKET.

19. CHARACTERS
• RUDY BAYLOR.
• LYMAN BRUISER STONE.
• DECK SHIFFLET.
• DOT AND BLUDDY BLACK.
TWO
CLIENTS
• His elderly landlady.
• The Blacks.
A CASE TO
COPE WITH
• A CASE VS. GREAT BENEFIT LIFE
INSURANCE.
• HE HAS TO ARGUE A CASE BEFORE A JUDGE
AND A JURY.

20. IN WHICH LAW
FIRMS HE HAS
WORKED SO FAR
(UP TO CH.7)?
WHO IS JONATHAN
LAKE?
WHAT IS “THE LAKE
FIRM”?
WHAT DOES BRUCE SAY
ABOUT HOW TO GET A
CASE?
HOW
DID
RUDY
MEET
KELLY
RIKER?
WHO IS
CLIFF?
WHAT IS SAID ON CH.6 ABOUT THE
OPONENT TRIAL LAWYER?
DOES
RUDY
RECEIVE
ANY
OFFER,
PRIOR
TO THE
TRIAL?
HOW
MUCH?
DOES HE
ACCEPT
THE
OFFER?

21. STUDY HARD!!