contingent remainders 不确定的剩余地产权；期待性剩余地产权 vested remainders 确定的剩余地产权 dower 寡妇地产
curtesy 鳏夫产；丈夫应得的亡妻遗产
Translation
1. A citizen's personal property shall include his lawfully earned income, housing, savings,
articles for daily use, cultral relics, books, reference materials, trees, livestock, as well as means of production the law permits a citizen to possess and other lawful property. A citizen's lawful property shall be protected by law, and no organization or individual may appropriate, encroach upon, destroy or illegally seal up, distrain, freeze or confiscate it.
2. Property may be owned jointly by two or more citizens or legal persons. There shall be two
kinds of joint ownership, namely co-ownership by shares and common ownership. Each of the co-owners by shares shall enjoy the rights and assume the obligations respecting the joint property in proportion to his share. Each of the common owners shall enjoy the rights and assume the obligations respecting the joint property. Each co-owner by shares shall have the right to withdraw his own share of the joint property or transfer its ownership. However, when he offers to sell his share, the other co-owners shall have a right of pre-emption if all other conditions are equal.
3. If the owner of a buried or concealed object is unknown, the object shall belong to the state.
The unit that receives the object shall commend or give a material reward to the unit or individual that turns in the object. Lost-and-found objects, flotsam and stray animals shall be returned to their rightful owners, and any costs thus incurred shall be reimbursed by the owners.
4. Neighboring users of real estate shall, motivated for the desire to help production, make things
convenient for people's lives, enhance unity and mutual assistance, and be fair and reasonable, maintain proper neighborly relations over such matters as water supply, drainage, passageway, ventilation and lighting. Anyone who causes obstruction or damage to his neighbor, shall stop the infringement, eliminate the obstruction and compensate for the damage.
Unit Nine Corporation Law
Listening
I. Listen to the passage, and then answer the questions according to what your hear on the tape. 1. NO, there is no difference. It is different from civil law.
2. Noncommercial corporations are often formed for charitable or religious purposes and are
subject to special statutory provisions while commercial corporations are not.
3. In public corporations, shares are traded on public exchanges; but in private corporations,
shares are closely-held. 4. Only one.
5. The corporate charter does.
II. Spot dictation.
board president charter shareholders legislation
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compensation management care obligation equity
Text A
Build up your vocabulary.
I. Match the items in the following two columns
1-k 2-j 3-b 4-a 5-g 6-i 7-h 8-f 9-d 10-c
II. Fill in the blanks
1. certificate of incorporation 2. bond 3.Articles of incorporation 4.securities
5. Preferred stock 6. dividend 7. fiduciary duty 8.shareholders 9. business judgment rule 10. legal entity
Cloze
legal entity corporation shareholders publicly held corporations
Closely held corporations transfer of shares incorporated secretary of state dissolution directors
Translation
1． 任何个人、合伙、组织或公司，无论其居住地、住所或法人设立地，均可根据本章要求 单独或共同设立公司或组建公司，依据本法103款的规定需向州国务卿提交生效的、确认的、备案并登记的公司注册证书。
2． 如果在第一届股东大会召开之前，在公司注册证书中没有指定董事，那么公司创办人就 充当董事负责处理公司业务、从事任何必要、适当的完善公司组织的事务，包括批准通过公司内部章程和选举董事，直至选出新董事。
3． 除了本法第122条所列举的权力之外，每个公司及其管理人员、董事和股东只要是为经 营、宣传或实现公司注册证书中所述的业务或购置所必需或便利，得拥有并可行使本法或任何其他法或公司注册证书所赋予的一切权力、特权，连同附带之权力。 4． 每个股东都有权在股东大会上就公司行为投票，或在未召开股东大会时以书面形式对公 司行为表示赞同或反对，也可以授权委托书的形式授权他人代为行使权利，但是以授权委托书方式行使权利的不得超过授权委托书订立日起三年，否则不得行使权利，除非授权委托书规定更长期限。
5. 当公司的管理人员、董事或股东依据本章的规定对公司的债务负有赔偿责任时，债务受益方可以对他们中任何人提出法律上或衡平法上的诉讼，在起诉书中原告应向公司提出诉求，以及希望对被告个人提出指控的理由。
Text B
Check your understanding
1.F 2. T 3.F 4. T 5. T 6. F 7. T 8. F 9. F 10. T
Build up your vocabulary.
I. Give the corresponding translation of each of he following terms. alter ego – 第二个我 legal entity – 法律实体
affiliated corporation – 附属公司；关联公司；联营公司
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corporate veil – 公司面纱
stock ledger book – 股票分类账簿；股票分户账簿 corporate minute book – 公司股东大会议事记录 corporate records – 公司记录；公司档案 corporate bylaws – 公司内部章程 stock certificate – 股权证书；股票 bank account(s) – 银行往来帐户
II. Put the following terms into Chinese. partnership 合伙
limited liability company 有限责任公司 agency 代理
principal （代理关系中的）委托人，被代理人；本金；资本；票面价值 promoter 发起人；创办人 subscription 认购 indenture 多方契据
par value 面值；票面价值
preemptive right 优先认购权；优先认购股 subsidiary corporation 子公司
individual proprietorship 个人独资企业 assets and liabilities 资产与负债 ultra vires 越权；越权原则 issuance of shares 股票发行 merger 兼并
public offering 公开发行；公开发售
Translation
1. All limited liability companies and companies limited by shares are enterprise legal persons.
In the case of a limited liability company, a shareholder is liable to the company to the extent of the amount of the shareholder's capital contribution. A limited liability company is liable for the debts of the company with all its assets. In the case of a company limited by shares, its entire capital is divided into shares of equal value and shareholders shall be liable to the company to the extent of the shares held by them. A company limited by shares is liable for the debts of the company with all its assets.
2. In establishing a company, the company's articles of association shall be prepared in
accordance with this Law. The articles of association are binding on the company, the shareholders, directors, supervisors and managers. A company's business scope is specified in its articles of association and registered in accordance with the law. For items in a company’s business scope which are restricted by law or administrative regulations, approval shall be obtained in accordance with the law. A company shall conduct business activities within its registered business scope. A company may change its business scope by amendments to its articles of association in accordance with procedures provided by law and after changing its registration with the company registration authority. 3. Shareholders may appoint proxies to attend shareholders’ general meetings. A proxy shall
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present to the company a power of attorney from the shareholder and shall exercise his voting rights within the scope of his authorization.
4. If any resolution adopted by a shareholders' general meeting or the board of
directors violates any law or administrative regulation or infringes the lawful rights and interests of shareholders, shareholders have the right to initiate proceedings in the people's court to require that such acts of violation or infringement be stopped.
5. If a director or manager in violation of this Law operates for himself or on behalf of another a
business in the same line of business as the company in which he holds a position, in addition to turning over all income obtained, he shall be subject to sanctions by the company.
Unit Ten Evidence Law
Listening Dialogue One
Cross-examiner: During your direct testimony you said that the Ford had the green light when it entered the intersection, didn’t you?
Witness: Yes.
Cross-examiner: Two days after the accident you signed a statement under oath that the Chevrolet had the green light, didn’t you?
Witness: I was confused. Cross-examiner: Move to strike, your honor, as non-responsive, and will your honor instruct the witness to answer the questions that are asked? Judge: The response is stricken; jurors, you are to disregard the witness’ previous answer; and, witness, you should listen to the question and answer only what is asked. If there are explanations required, you may be asked about them on redirect examination.
Dialogue Two
Requesting that counsel give a specific ground. Proponent: Dr. Green, when did you first see the patient? Opponent: Objection. Judge: Sustained. Proponent: Your honor, may I request that counsel state a specific ground for objection, so that I can ask the question in a proper form?
Judge: What is the basis for the objection? Opponent: No foundation. Proponent: Your honor, that is still a general objection. Counsel should specify what type of foundational objection is being made. Opponent: No foundation has been laid for the witness’s use of the notes to refresh memory
or as past recollection recorded.
Asking the trial judge for help. Proponent: Mr. Green, would you indicate on the diagram where you were standing at the
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