Ex.2. Put up four questions of different types (general, special,
disjunctive, alternative) to each sentence: Model: The partners are getting along quite well. 1. Are the partners getting along quite well? 2. Why are the partners getting along quite well? 3. The partners are getting along well, aren't they? 4. Are the partners getting along well or badly? 1. Jane is doing the books in our firm. 2. We are putting the same amount of money into business. 3. My brother is investing his money in the private cafe. 4. They are distributing the losses unequally. 5. We are combining resources very well.
LESSON 3 CORPORATIONS Text A business corporation is an institution established for the purpose of making profit. It is operated by individuals. Their shares of ownership are represented by stock certificates. A person who owns a stock certificate is called a stock-holder. There are several advantages of the corporate form of ownership. The first is the ability to attract financial resources. The next advantage is that a corporation with a large amount of capital can make big investments in plants, equipment and research. And the third advantage is that a corporation can offer higher salaries and thus attract talented managers and specialists. The privately owned business corporation is one type of corporation. There are some other types, too. Educational, religious, charitable institutions can also incorporate. Usually such corporation does not issue stock and is nonprofit. If there is profit it is reinvested in the institution rather than distributed to private stockholders in the form of dividend. In some western countries, cities and states, federal government and special agencies can establish governmental corporations. A few examples of these governmental corporations are state universities, state hospitals and city owned utilities. Governmental corporations are non-profit as a rule and usually they do not issue stock certificates.
Active Vocabulary corporation to establish stock certificate stockholder (shareholder) to attract financial resources to offer high salaries to attract a large amount of
корпорация учреждать акция акционер, держатель акций привлекать финансовые ресурсы предлагать высокие зарплаты привлекать большой капитал capital educational, religious, charitable institutions to issue stock nonprofit to reinvest
city owned utilities
образовательные, религиозные, благотворительные учреждения выпускать акции некоммерческий вкладывать еще раз, реинвестировать коммунальные предприятия; гос. унитарные предприятия
Comprehension Questions 1. Who can own a corporation? 2. Is a corporation necessarily larger than a sole proprietorship? 3. What are the advantages of the corporate form of ownership? 4. What can you say about the disadvantages of the corporate form of ownership? 5. Do the corporations issue stock to stockholder? 6. What kinds of corporations don't usually issue the stock? 7. What world-known corporations do you know? 8. What types of business usually take the corporate form of ownership?
Vocabulary Practice Ex.1. Choose the necessary word and put it in the sentence: 1. What kind of... is better: buying stock or buying real estate? 2. To attract greater financial... the company issues the stock. 3. A university can be... corporation. 4. The partners didn't put the same... into business. 5. The group of people from different countries is going to... a corporation. 6. The Red Cross is an international... organisation. 7. I want to buy some... in IBM and General Motors. 8. An educational... usually reinvests all its money. a. charitable b. stock c. resources d. institution e. investment f. nonprofit g. amount of capital h. to establish
Secretary: Good afternoon.
Dialogue Steve: Good afternoon. I'd like to see Mr. Jackson. We have an arrangement with him. My name is Mr. Watson. Secretary: Just a minute, please. I'll let him know you are here. Steve: Thanks. Secretary: Mr Jackson is waiting for you. Do you know where his office is? Steve: Oh sure, thank you. Jackson: Hello, Steve, it's so nice to see you. Sit down, please. Steve: Thanks, Nick. How are you getting on? Jackson: Quite all right, thanks. And what about you? Steve: Everything is all right too. In fact I want to talk to you about my business. Jackson: Oh, I'll be glad to do something for you. Steve: Well, Nick. I need some legal advice. John and I are thinking of incorporating. Jackson: You are going to expand, aren't you? It seems that your partnership has been doing very well. Steve: Oh, yes. We have a success. Now some businessmen are interested in investing with us. So could you explain me what sort of legal procedure I have to follow to form a corporation? Jackson: At first you have to apply for a corporate charter. Steve: Well? Jackson: Let me get this straight. You want to issue and sell stock in exchange for investment capital, don't you? Steve: Exactly. Jackson: After you obtain the charter the stockholders, as owners, hold a meeting to organise the corporation. Steve: Does that mean we elect our Board of directors, adopt bylaws and choose the company's officers? Jackson: That's what I mean. Though the officers of the company supervise daily management the stockholders always have final authority. They vote at annual meetings. Steve: Yes, I see it. By the way, does a corporation have limited liability? Jackson: It does. It also has the right to own property, to buy and sell and the right to sue and be sued. Steve: I see. The corporation acts like a person. It has the right of an individual. Jackson: You are right.
Steve: O.K. Why don't we get together for a game of golf one day next week? Active Vocabulary bylaws
I need some legal advice to incorporate to invest to expand to follow a legal procedure to apply for a corporate charter to issue and sell stock in exchange for investment capital stockholder, shareholder to hold a meeting to elect a Board of directors to choose the company's officers to have a final authority to supervise daily management to vote annual meeting to have unlimited liability
to own property to sue to be sued юридические положения для предприятий мне нужен юридический совет соединяться, объединяться вкладывать деньги расширяться (о производстве) следовать юридической процедуре зд. зарегистрировать Устав корпорации
выпускать и продавать акции в обмен на вложенный капитал
акционер, держатель акций проводить собрание избирать совет директоров выбирать административных исполнителей компании (иметь) решающее слово осуществлять ежедневное руководство
голосовать ежегодное собрание нести неограниченную юридическую ответственность владеть собственностью подавать иск в суд преследоваться в судебном порядке, выступать ответчиком
1. My friends are the stockholders of IBM Corporation. They hold annual meetings. 2. These businessmen are the organisers of this corporation. To issue and sell stock in exchange for investment capital. 3. A corporation is the owner of the property. It has limited liability. 4. Dick is a manager. He wants to form a corporation. 5. A corporate charter is a certificate of incorporation. A charter is granted by a state officer. 6. The stockholders are the owner of the corporation. They have final authority in management of the company. 7. The owners of the corporation are the stockholders. The owners of the corporation must vote. Ex.2. Transform the sentences according to the model: Model: We organised our corporation a year ago (to invest much money). We have been investing much money since we organised our company. 1. They became company officers (to supervise daily management). 2. My friend bought the stock of the company five years ago (to make money). 3. They received the corporate charter a month ago (to plan a meeting). 4. We advertised the application last week (wait for reply). 5. He became a member of the Board of directors (work hard). 6. We elected a new Board of directors last month (plan change). Ex.3. Answer the questions: 1. In what corporation would you invest money? 2. What legal procedure do you have to follow if you want to form a corporation? 3. Who has final authority and supervises the daily management of a corporation? 4. How often do the stockholders choose the company officers? 5. The stockholders have unlimited liability, don't they? 6. In what way can a corporation act? 7. What do you think about the possibilities of forming corporations in this country? 8. In what spheres of industry is a corporate form of proprietorship the most beneficial in this country?
Ex.4. Translate into English: 1. Корпорация может выпускать и продавать акции. 2. Корпорация может предлагать более высокую заработную плату.
3. Корпорация обладает большими возможностями для привлечения финансовых ресурсов, чем партнерство. 4. Каждый год акционеры проводят собрание. 5. Образовательные, благотворительные, религиозные учреждения могут быть корпорациями. Подобные учреждения, как правило, не приносят прибыль. 6. Эта корпорация прибыльна, она будет расширяться. 7. Сначала вы должны зарегистрировать Устав корпорации. 8. Акционерам принадлежит решающее слово в управлении корпорацией. 9. Административные исполнители компании осуществляют постоянное руководство. 10. Владельцы акций проводят ежегодное собрание и выбирают совет директоров. 11. Корпорация имеет право обращаться в суд с иском. Ex.5. Make up the dialogue: 1. Ask a lawyer how to form a corporation. 2. Discuss with your friend advantages and disadvantages of a corporate form of proprietorship. 3. Advertise a corporate form of proprietorship.
Grammar Exercises Ex.1. Make the sentences negative: Model: They have held a meeting. They haven't held a meeting. 1. The stockholders have elected the Board of directors. 2. This corporation has issued the stock. 3. The Board of directors has chosen the company officers. 4. This company has greatly expanded. 5. We have already applied for a corporate charter.
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