Updated on January 19, 2025
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Unit 4 - Fundamental Changes

Unit explores the vocabulary and concepts associated with major structural and operational changes in a company. These changes often arise from mergers, acquisitions, liquidations, and amendments to a company’s constitution.

These exercises focus on Unit 4, International Legal English

 

Word

Definition

Example

constitutional amendment

A formal change or modification made to a country's constitution, typically requiring a special process or vote

A constitutional amendment requires a two-thirds majority in Congress to pass

consolidation

The act of combining or merging multiple entities, often companies, into a single unified entity

The consolidation of two departments streamlined operations and reduced costs

acquisition of controlling shares

The purchase of enough shares in a company to gain control and influence its decision-making

The acquisition of controlling shares allowed the investor to influence company decisions

voluntary liquidation

The process of winding up or dissolving a company voluntarily, often initiated by its owners or shareholders

The board approved a voluntary liquidation to distribute assets to shareholders

merger

The joining of two or more entities into a single entity, usually to create a larger or more powerful organization

The merger between the two telecom giants created a dominant player in the industry

sale of substantially all assets

The transaction in which a company sells a significant portion of its assets, often as part of a restructuring or sale

The sale of substantially all assets triggered a review by the antitrust authorities

compulsory winding-up

The legal process of dissolving a company, often initiated by a court order due to insolvency or legal violations

The court ordered the compulsory winding-up of the insolvent company

creditor

A person or entity to whom money is owed, typically as a result of a loan, credit arrangement, or business transaction

Creditors are concerned about the company's ability to repay its debts

minority shareholder

An individual or entity that holds a minority or smaller portion of shares in a company, often without significant control

Minority shareholders expressed their concerns during the annual meeting

sale of substantially

A clause in a company's memorandum of association that specifies its primary objectives and purposes

The sale of substantially all assets requires shareholder approval

objects clause

An offer made by one company to purchase the shares of another company, often to gain control or ownership

The objects clause in the company's memorandum outlines its business purposes

takeover bid

An acquisition of a company that is opposed or resisted by its management or board of directors

The takeover bid from the competitor prompted discussions among the board members

hostile takeover

An acquisition of a company that is agreed upon and supported by its management or board of directors

The hostile takeover attempt faced strong resistance from the target company's board

friendly takeover

A financial condition in which an individual or entity can meet its financial obligations and pay its debts

In a friendly takeover, both companies cooperate to facilitate the acquisition

solvent

The creation of a new independent company by separating a portion of an existing company's assets and operations

The company remains solvent with sufficient assets to cover its obligations

spin-off

Occurring or happening immediately, without delay

The decision to spin-off the subsidiary was made to focus on the core business

instant

In the most fundamental or essential sense; basically

The email was sent and received almost instantly

in essence

Having the power to influence or convince someone to take a particular action or adopt a certain belief

In essence, the contract outlines the agreed-upon terms and conditions

persuasive

Showing uncertainty or reluctance; unwilling or cautious in making a decision or taking action

The attorney presented a persuasive argument in favor of the defendant

hesitant

Reluctant or unsure when it comes to making a decision or taking action, often due to doubt, uncertainty

The witness appeared hesitant when asked about the events leading up to the accident

mere

Used to emphasize the small or insignificant nature of something; only

Mere ownership of property doesn't necessarily imply liability for its condition

With reference to your letter

In relation to the letter you sent or mentioned

With reference to your letter dated August 10th, we appreciate your inquiry

In response to your query concerning

Addressing or answering your question or inquiry about

In response to your query concerning the contract terms, we provide the following clarification

Further to our (telephone) conversation of

In continuation or following our previous discussion by phone

Further to our telephone conversation of last week, we wish to confirm the agreed-upon terms

I am writing to inform you that

I am providing you with information or updates that you need to be aware of

I am writing to inform you that your request for additional information has been received and is being processed

pause

A temporary cessation or interruption of an action or activity

The judge called for a pause in the proceedings to review a critical document

suspend

To temporarily halt or stop an action, process, or activity

The court may suspend proceedings pending the outcome of an investigation

pursuant to

In accordance with or following a particular law, regulation, or requirement

Pursuant to the contract, payment is due within 30 days of the invoice date

in conformity with

In agreement with or compliance with a particular standard or regulation

The company's actions were in conformity with the industry's ethical standards

exempt

To be excluded or freed from a particular obligation or requirement

Certain small businesses may be exempt from certain tax regulations

convoke

To call together or summon a meeting, assembly, or group of people

The chairman will convoke a special meeting to discuss the proposed changes

convene

To bring people or parties together for a specific purpose, such as a meeting or discussion

The board will convene next week to discuss the annual budget

aforesaid

Mentioned previously; referred to earlier in the same text or context

The aforesaid documents should be attached to your application

aforementioned

Previously mentioned or referred to in the preceding text or context

The terms and conditions mentioned in the aforementioned contract are binding

pro-rata distribution

A distribution of assets or benefits proportionally to the ownership or entitlement of each party involved

The pro-rata distribution of profits ensures that shareholders receive a fair share of the earnings

under

according to

Under the terms of the contract, the supplier is responsible for delivery

prior to

before

Prior to signing the lease, the tenant must pay a security deposit

become a party to

enter into

To become a party to the agreement, both parties must sign and execute it

consideration

payment

The consideration for the real estate purchase was a substantial cash payment

de facto

actual

She acted as the de facto leader of the team, despite not holding the title

applicable

rlevant

The applicable laws and regulations govern the operation of the business

governing

determining

The governing body of the organization sets policies and oversees operations

comply with

To follow or adhere to rules, regulations, or instructions as required or expected

All employees must comply with the company's code of conduct

dispose of

To get rid of or deal with something, often by selling, discarding, or transferring it

The company decided to dispose of its non-core assets to focus on its core business

enter into

To begin or participate in a contract, agreement, or relationship

The parties intend to enter into a legally binding contract

lodge at

To stay or reside in a particular place, such as a hotel or lodging facility

The attorney will lodge the legal documents at the courthouse

preside at

To take on the role of a leader or chairperson in a meeting, event, or gathering

The judge will preside at the hearing and ensure a fair trial

Illustration of Unit 4 - Fundamental Changes

FAQ: Fundamental Changes in the Company

What is a "constitutional amendment" in a company?

A constitutional amendment involves changing the company’s governing documents, such as the articles of association, to reflect new policies, objectives, or structural changes.

What is the difference between a "hostile takeover" and a "friendly takeover"?

  • A hostile takeover occurs when a company is acquired without the approval of its board of directors.

  • A friendly takeover is conducted with the board's agreement and cooperation.

What is a "spin-off"?

A spin-off occurs when a company creates a new independent entity by separating part of its operations or assets. Shareholders typically receive shares in the new entity.

What is "voluntary liquidation" versus "compulsory winding-up"?

  • Voluntary liquidation happens when a company’s shareholders or directors decide to dissolve the company willingly, often because it is no longer viable.

  • Compulsory winding-up is a court-mandated process initiated by creditors or other stakeholders when the company cannot meet its obligations.

What is the "objects clause"?

The objects clause in a company’s memorandum of association outlines the company’s purposes and the scope of activities it is authorized to undertake.

What is a "pro-rata distribution"?

Pro-rata distribution ensures that assets, dividends, or benefits are distributed among shareholders or creditors proportionally, based on their respective ownership or claims.

What does "dispose of" mean in a corporate context?

In corporate terms, "dispose of" refers to selling, transferring, or otherwise parting with assets or property, often during restructuring or liquidation.

What is the role of a "creditor" in winding-up a company?

Creditors play a crucial role in winding-up as they have claims against the company’s assets. Their interests are prioritized during asset distribution, particularly in cases of insolvency.

What does "acquisition of controlling shares" mean?

This refers to purchasing enough shares in a company to gain control over its decisions, typically more than 50% of voting shares.

How does a "merger" differ from a "consolidation"?

  • A merger involves one company absorbing another, with the absorbed company ceasing to exist.

  • A consolidation creates a new entity by combining two or more companies, with all original entities ceasing to exist.

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