Unit 4 - Fundamental Changes
Table of Contents
Unit 4, International Legal English Exercises and Flashcards
These exercises focus on Unit 4, International Legal English
Wordlist for 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 |
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"?
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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"?
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Voluntary liquidation happens when a company’s shareholders or directors decide to dissolve the company willingly, often because it is no longer viable.
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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"?
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A merger involves one company absorbing another, with the absorbed company ceasing to exist.
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A consolidation creates a new entity by combining two or more companies, with all original entities ceasing to exist.