The law in business

DISCUSSION

1. Dwell on

· the history of employment law;

· basic rights standardized by employment law;

· requirements necessary for a contract to be legally binding;

· laws regulating the areas of discrimination, disability, health and safety;

· the actions of the procedure of redundancy,

· protection of employees against unfair dismissal and in other cases of breach of employment law.

2. Comment on the following issues of the Employment law:

· laws that govern employment in our jurisdiction;

· rights relevant to employment that are guaranteed to citizens of the Republic of Belarus;

· probation;

· working hours;

· remuneration of labour;

· minimum wage;

· overtime pay;

· leaves;

· retirement age;

· termination of employment;

· redundancy;

· maternity leave;

· labour discrimination.

UNIT 11

LIST OF WORDS

artificial (legal) person = legal entity	undertaking
legal identity	vertical/hostile takeover
limited liability	consolidation
limited by shares	cartel
limited by guarantee	oligopoly
debenture	monopoly
registrar	the acquiring company
ultra vires	the target (acquired) company
trust/antitrust	minority shareholders
to lose the right to remedy	the controlling interest/shares
to abuse	competition law
to lodge	the Sherman Act
to entail	barriers to entry
to redeem	predatory pricing
to encroach on	tie-in arrangements
to insulate against	price-fixing
to preclude	promoter
to perpetrate	proxy
to conform to	official receiver
to dissolve = wind up	liquidator
to entrust responsibility	unauthorized activity
memorandum of association	fiduciary duty
articles of association	duty of care
deterrent	collateral purpose
insolvency	implication
amendment	insider trading
a takeover bid

Ex. 1. Complete the vocabulary table below, using your dictionary if necessary.

Verb	Abstract Noun	Personal Noun	Adjective
sanction	—	—	—
—	—	monopolist	—
—	abuse	—	—
condemn	—	—	—
—	discrimination	—	—
—	—	administrator	—
—	—	—	offensive
—	liquidation	—	—
punish	—	—	—
—	—	issuer	—
collude	—	—	—
—	—	—	restrictive
perpetrate	—	—	—
—	authorization	—	—
—	—	transmitter	—
—	—	—	regulatory
omit	—	—	—
—	—	—	provisional
—	requirement	—	—
assume	—	—	—
—	—	—	alterative
appoint	—	—	—
—	redemption	—	—
—	—	auditor	—
notify	—	—	—
—	consolidation	—	—
concur	—	—	—

Ex. 2. Match the words with their definitions.

limited by shares, deterrent, conform, unauthorized activity, limited by guarantee, debenture, registrar, takeover bid, vertical merger, dividend, dissolve, implication, memorandum of association, hostile takeover

1. The liability of the members on a winding-up is limited to the amount unpaid on their shares.

2. The liability of the members is limited by the company memorandum to a certain amount, which the members undertake to contribute on winding up.

3. A public invitation to shareholders of the target company to sell their stock.

4. Acknowledgement of indebtedness, especially a long-term loan taken by a company and repayable at a fixed date.

5. Something that has been made or is being done without official permission.

6. To behave in the way that you are expected to behave or in the way that everyone else behaves.

7. A person whose job is to keep official records.

8. An amount of money that represents part of a company's profit, which it pays to people who have shares.

9. A form of acquisition which is opposed by the target company’s management.

10. A written statement that you prepare specially for a person or a committee in order to give them information about a particular matter.

11. To end something officially.

12. Something that is suggested by a particular situation, event, or statement.

13. Something that prevents you from doing something by making you afraid of what will happen to you if you do it.

14. The joining of undertakings at different levels in the economic supply chain.

Ex. 3. To show that you understand the words in Ex. 2, choose the best word to complete the following sentences.

1. She made several ______ visits to the laboratory.

2. Such a change would not ______ to the present wishes of the great majority of people.

3. Most ______ are also secured on the borrower's assets.

4. The welfare state was regarded as a kind of ______ from economic growth.

5. They prepared a 45-page ______ for the Select Committee.

6. I don’t think that this type of punishment must be regarded as a ______.

7. The Government on Friday approved a Bill to outlaw and ______ all secret societies.

8. Many MPs are saying his policies have failed and, by ______, so has she.

9. Acquisition of shares can be achieved through a ______, in other words by “tender offer”.

Ex. 4. Decide

a) which of these verbs collocate with the noun a merger:

allocate, approve, evaluate, impose, investigate, lodge, reject

b) which of the following words and phrases can go with the verb to file:

an action, an AGM, 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

Give their Russian variants and use them in the sentences of your own.

Ex. 5. Complete the sentences below using the prepositions in the box.

against by in (2) of for on (2) to

The Competition Authority filed a fine petition ¹⁾ ___ 1 February 2005 accusing FabNet Corporation ²⁾ ___ having abused its dominant position ³⁾ ___ the telecommunications market ⁴⁾ ___ applying business conditions that discriminated ⁵⁾ ___ other companies ⁶⁾ ___ order to limit their access ⁷⁾ ___ the market. The Competition Authority also imposed fines ⁸⁾ ___ the telecommunications companies Chicha Corporationa and LinTel Corporation ⁹⁾ ___ concluding a vertical agreement restricting competition.

Ex. 6. Which word in each group is the odd one out? You may need to consult a dictionary to distinguish the differences in meaning.

1. stipulate — specify — proscribe — prescribe

2. succeeding — elapsing — ensuing — subsequent

3. responsibility — duty — discretion — obligation

4. prior — previous — prerequisite — preceding

5. margin — leeway — latitude — interpretation

6. preclude — permit — forestall — prevent

7. pause — suspend — cancel — adjourn

8. according to — related to — pursuant to — in conformity with

9. exempt — liable — freed — released

10. convoke — call — contend — convene

11. continue — resume — pick up — add on

12. undertaking — enterprise — cartel — firm

13. dimension — threshold — level — limit

14. practices — offences — activities — behaviour

15. secret agreement — oligopoly — collusion — conspiracy

16. to misuse — to breach — to abuse — to use improperly

17. infringe — dismiss — violate — encroach on

18. holder — proprietor — issuer — owner

Ex. 7. The following text introduces the area of company law. Complete the text by using the words in the box below.

agreements, borrow, corporations, court, debts, dividends, employees, legal, legislation, liability, limited, objectives, partnership, profits, property, registered (x2), shareholders, sole trader, sue

A company is a ¹⁾ ______ entity, allowed by ²⁾ ______, which permits a group of people, as ³⁾ ______, to create an organization, which can then focus on pursuing set ⁴⁾ ______. It is empowered with legal rights which are usually only reserved for individuals, such as the right to ⁵⁾ ______ and be sued, own ⁶⁾ ______, hire ⁷⁾ ______ or loan and ⁸⁾ ______ money. The primary advantage of a company structure is that it provides the shareholders with a right to participate in the ⁹⁾ ______, a proportionate distribution of profits made in the form of a money payment to shareholders, without any personal ¹⁰⁾ ______.

There are various forms of legal business entities ranging from the ¹¹⁾ ______, who alone bears the risk an responsibility of running a business, taking the profits, but as such not forming any association in company with ¹²⁾ ______ liability and to multinational ¹³⁾ ______.

In a ¹⁴⁾ ______, members “associate”, forming collectively an association in which they all participate in management and sharing ¹⁵⁾ ______, bearing the liability for the firm’s ¹⁶⁾ ______ and being sued jointly and severally in relation to the firm’s contracts or tortious acts.

Limited-liability companies, or corporations, unlike partnerships, are formed not simply by ¹⁷⁾ ______ entered into between their first members; they must also be ¹⁸⁾ ______ at a public office or ¹⁹⁾ ______ designated by law or otherwise obtain official acknowledgement of their existence.

Ex. 8. Match the following titles (A) from the regulations for registration to the extracts from the details (B).

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