法律英语考试相关要点

法律英语考试相关要点

一、三条法谚。

1、Power tends to corrupt, and absolute power corrupts absolutely.

权利导致腐败，绝对的权利绝对的权力导致绝对的腐败。

2、Just as fiduciary law is the constitution of private power, the constitution is the fiduciary law of public power.

正如诚信法是私权力的宪法一样，宪法是公权力的诚信法。

3、Sunlight is said to be the best of disinfectants; electric light the most efficient policeman.

阳光据说是是最好的杀毒剂，路灯光是最有效的警察。

阳光据说是消毒剂中最好的；路灯据说是最有效率的警察。

二、Disclosure philosophy.

Just as Judge Louis D. Brandeis said,Sunlight is said to be the best of disinfectants; electric light the most efficient policeman. Disclosure means a remedy for social and industrial diseases generally and for excessive underwriters' charges specifically.

三、公司治理双重权利模式。

双重权利模式，是指公司治理结构中权力由私权力和公权力两部分组成，私权力必须借助公权力予以制约和监督。

【Abstract】Power allocation is one of the two cores of corporate governance,and scholars have put forth various models of power allocation. Compared with the existing models of power allocation,this paper puts forth a new model of power allocation—dual power model,which is normative,positive,descriptive and predicative. No matter what model of power allocation is adopted,the power of directors and management tends to expand,which has also become a long- lasting logic. The Alibaba Partnership has dedicatedly integrated partnership mechanism and corporate mechanism,and the institutional revolution of corporate governance thus realized also demonstrates the expanding attribute and trend of private power of corporations,and thus the regulation of dual power in corporate governance is necessary.

（注：根据张老师在课堂上的讲解，此题的答案需要对他论文摘要的再简写，中文部分是我摘抄老师论文中的原文，详见《公司治理中的权利配置模式再认识》，法学论坛）

四、简述善意原则与诚信原则。（可以用中文）

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to thecorporation and its shareholders. This duty has twocomponents: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudentperson would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all materialinformation reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonablybelieves to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This dutyprohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interestpossessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumedto have been

made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation.

However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning atransaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and thereforehe owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on hisor her position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the companyconflict with his or her personal interest or his or her duty to a third party, and a duty to exercise powers for the purpose for which such powers wereintended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a directorneed not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or herknowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skilland care and these authorities are likely to be followed in the Cayman Islands.

（注意，本题的答案尚不确定，这段英文是老师上课讲过中文的，个人感觉答案可能出自这里。）

五、证券法的宗旨。

The commission should consider the action is necessary or appropriate in the public interest, in addition, the commission should also consider the protection of investors,promote efficiency, competition and capital formation. （根据老师课堂讲解，证券法的宗旨有五大宗旨）。

六、披露的要求。

上市公司需要发行文件，定期报告重大信息。Disclosure should true, accurate and complete; and should not untrue statement, misleading statement and any omission to state material facts or information.

七、中英互译（参见红宝书第301页，第345条）

第345条（可获得的司法救济）

为保护第344条所述利益而可以提供的司法救济，包括以下判决或者判令：

（a）授予合同项下应得的款项或者授予损害赔偿，

（b）要求特定履行合同或者禁止不履行合同，

（c）要求恢复特别事项以防止不当得利，

（d）授予一定的金额以防止不当得利，

（e）宣告双方当事人的权利，以及

（f）强制履行仲裁裁决。

ξ345. JUDICIAL REMEDIES AVAILABLE

The judicial remedies available for the protection of the interests stated inξ344 include judgment or order

（a）awarding a sum of money due under the contract or as damages,

（b）requiring specific performance of a contract or enjoining its non-performance, （c）requiring restoration of a specific thing to prevent unjust enrichment,

（d）awarding a sum of money to prevent unjust enrichment

（e）declaring the rights of the parties, and

（f）enforcing an arbitration award.