Vocabulary

capital structure n структура капитала

incorporate v предоставить статус корпорации, зарегистрировать как корпорацию; incorporator n учредитель корпорации; articles of incorporation амер. устав корпорации

renewable adj возобновляемый

stock n капитал; capital stock акционированный капитал; common stock обычные/обыкновенные акции; preferred stock привилегированные акции (с фиксированным дивидендом)

stock ledger n книга учета акций.

Reading tasks

Answer these questions.

1 What is the role of lawyers in the formation of a company?

2 What is the first thing to do for a company incorporation?

3 What does the term ‘the articles of incorporation’ mean?

4 What information do they include?

5 What are bylaws?

6 What decisions are made during the organizational meeting?

Language focus

A These sentences deal with company formation and management. In each case, choose the correct word or phrase to complete them.

1. The constitution of a company comprises /consists/ contains of two documents.

2. The memorandum of association states/ provides for/ sets up the objects of the company and details its authorized capital.

3. The articles of association contain arguments / provisions / directives for the internal management of a company.

4. The company is governed by the board, of directors, whilst the day-to-day management is delegated upon / to/ for the managing director.

5. In some companies, the articles of association make / give / allow provision for rotation of directors, whereby only a certain portion of the board must retire and present itself for re-election before the AGM.

6. Many small shareholders do not bother to attend shareholders' meetings and will often receive proxy circulars from the board, seeking authorization to vote on the basis of/ in respect of/ on behalf of the shareholder.

B Complete this table by filling in the correct noun or verb form. Underline the stressed syllable in each word with more than one syllable.

Verb	Abstract noun	Personal noun
administrate	administration	administrator
	audit
	liquidation
perpetrate
	appointment
assume
authorize
	formation
issue
omit
provide
	redemption
require
	resolution
transmit

С Prepositional phrases The following prepositional phrases are common in legal texts. Match the prepositional phrases (1-4) with their definitions

(a-d).

1. in terms of a 1) for the purpose of; 2) by the route through

2. in the course of b as an answer to; in reply to

3. by way of c 1) with respect or relation to; 2) as indicated by

4. in response to d while, during

D Prepositional phrases. Complete these sentences using the prepositional phrase from Exercise C that best fits in each. For some of the sentences, there is more than one correct answer.

1 In the course of choosing the name of the company, a number of matters must be considered.

2 Confidential information acquired ____________ one's directorship shall not be used for personal advantage.

3 I would advise that members of your project group formalize your relationship _____________ a partnership agreement, incorporation or limited liability company.

4. This form of corporation is often considered to be the most flexible body ______________ corporate structure.

5. Our company formations expert is unable to provide advice ___________ your query as there are a number of factors which need to be taken into account which do not relate directly to his area of expertise.

6 The relationship between management and boards of directors at US multinational companies has been changed dramatically through a series of corporate governance initiatives begun ________________ corporate and other requirements.

7. Shareholders and other investors in corporations tend to view corporate governance ______________ the corporation's increasing value over time.

8. Regular and extraordinary board meetings may be held by telephone, video­ - telephone and ________________ written resolutions.

9 ______________ the articles of association, the board has the power to appoint board committees and to delegate powers to such board committees.

E Verb-noun collocations Match each verb (1-5) with the noun it collocates with (a-e).

1	violate	a	affairs
2	call	b	representation
3	overturn	с	a meeting
4	gain	d	a decision
5	conduct	e	a law

F Collocations with file. Decide which of the following words and phrases can go with the verb to file. You may need to consult a dictionary.

an action an AGM¹ an appeal an amendment a breach a brief charges a claim a complaint a debt a defence a dispute a document a fee an injunction a motion provisions a suit

__________

¹ AGM abbr. for annual general meeting