Année académique : 2019-2020

CONTROLE CONTINU
Matière: ANGLAIS : Grandes notions du droit
Niveau d’Etudes: Semestre 4

Section One: Reading Comprehension

1. A company1 is a business association which has the character of a legal person, distinct from
its officers and shareholders. This is significant, as it allows the company to own property in its
own name, continue perpetually despite changes in ownership, and insulate the owners against
personal liability. However, in some instances, for example when the company is used to
perpetrate fraud or acts ultra vires, the court may ‘lift’ the corporate veil' and subject the
shareholders to personal liability.
2. By contrast, a partnership is a business association which, strictly speaking, is not considered
to be a legal entity but, rather, merely an association of owners. However, in order to avoid
impractical results, such as the partnership being precluded from owning property in its own
name, certain rules of partnership law treat a partnership as if it were a legal entity. Nonetheless,
partners are not insulated against personal liability, and the partnership may cease to exist upon a
change in ownership, for example, when one of the partners dies.
3. A company is formed upon the issuance of a certificate of Incorporation) by the appropriate
governmental authority. A certificate of incorporation is issued upon the filing of the
constitutional documents of the company, together with statutory forms and the payment of a
filing fee. The ‘constitution’ of a company consists of two documents. One, the memorandum of
association, states the objects of the company and the details of its authorised capital, otherwise
known as the nominal capital. The second document, the articles of associations, contains
provisions for the internal management of the company, for example, shareholders' annual
general meetings, or AGMs, and extraordinary general meetings, the board of directors,
corporate contracts and loans.
4. The management of a company is carried out by its officers, who include a director, manager
and/or company secretary. A director is appointed to carry out and control the day-to-day affairs
of the company. The structure, procedures and work of the board of directors, which as a body
govern the company, are determined by the company's articles of association. A manager is
delegated supervisory control of the affairs of the company. A manager's duties to the company
are generally more burdensome than those of the employees, who basically owe a duty of
confidentiality to the company. Every company must have a company secretary, who cannot also
be the sole director of the company. This requirement is not applicable if there is more than one
director. A company's auditors are appointed at general meetings. The auditors do not owe a duty
to the company as a legal entity, but, rather, to the shareholders, to whom the auditor's report is
addressed.
5. The duties owed by directors to a company can be classified into two groups. The first is a
duty of care and the second is a fiduciary duty. The duty of care requires that the directors must
exercise the care of an ordinarily prudent and diligent person under the relevant circumstances.
The fiduciary duty stems from the position of trust and responsibility entrusted to directors. This
duty has many aspects, but, broadly speaking, a director must act in the best interests of the
company and not for any collateral purpose. However, the courts are generally reluctant to
interfere, provided the relevant act or omission involves no fraud, illegality or conflict of interest.
6. Finally, a company's state of health is reflected in its accounts, including its balance sheet and
profit-and-loss account. Healthy profits might lead to a bonus or capitalisation issue to the
shareholders. On the other hand, continuous losses may result in insolvency and the company
going into liquidation.
Questions
1. Read the text quickly, and then match these paragraphs (1-6) with the phrases (a-f).
Write only number and the letter. Example: 8 = p
a. directors’ duties c. company definition e. partnership definition
b. management roles d. company health f. company formation

2. Summarise the text in not more than ten (10) sentences.

Section Two: Linguistic Competence

A. Read the text below and think of the word that best fits each space. Use only one word in each
space. Do not copy the text.
Write only the number and the answer. Example: 21 = qualify
Life as a barrister is prestigious but it can also be extremely stressful. Julia de Burca is a barrister
in London. The first difficulty Julia had was to qualify as a barrister at all. Only 1200 or so law
students manage to pass the Bar Professional Training Course in England and Wales every year.
Only around 500 are awarded tenancy. In an average year approximately 1,500 students begin
the course, so many do not make it.
The Bar Professional Training Course is described as a bridge between the academic
study of law and having to actually (1) ___________ law in the real world. Julia passed the
course three years ago.
In a typical day Julia leaves her flat at 7.30am and arrives at (2) ___________, the special
name for a barrister’s office, at 8.30am. Julia shares a building with 14 other barristers. However,
they are not partners. Barristers are allowed to share office accommodation but they do not
usually form (3) ___________. Most barristers are self-(4) ___________.
If she is representing a client that day Julia travels directly to court. Speaking on behalf of
a client in court is called (5) ___________ a case. As a barrister, Julia has the right of audience
in court at every level. She is a confident (6) ___________, which means that she is skilled at
speaking in court. Julia is very successful in court, as she loves public speaking. She is also
required to do a lot of research and a lot of (7) ___________, which means writing legal
documents. On days when Julia is not in court she spends her time preparing cases and writing
opinions. She usually leaves work at around 7.30pm, taking any work that is not finished with
her. Julia often works long hours over the weekend.
Julia is a specialist in insolvency, so she advises clients who (8) ___________ money but
for some reason they cannot pay. All of Julia’s clients are companies. When a company has
financial problems, Julia will advise the company if it can legally continue trading. She
sometimes has to defend clients in court when legal (9) ___________ have been issued against
them. If her client loses the case and the judge awards (10) ___________ to the claimant then
Julia will advise her client on what to do next.
B. Match the words with their definitions. Write only the Number and the number.
Example 10 = i
1. electoral (a) a) the number by which votes for one side are more than for the other side
2. voting b) the action of formally indicating one’s choice of candidate
3. legislature c) relating to elections or electors
4. majority d) a body of people with the power to make and change laws
5. ballot e) choose somebody by voting
6. win f) the system of secret voting
7. elect g) be successful in something

Section Three: Writing

Write a composition about the legal system in your country (not more than 20 lines)