实务法律英语系列讲解

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法律英语词汇、法PPT文档共27页

检察人员（procuratorial personnel）/律政司 (Department of Justice)/刑事检控科(Prosecutions Division)与/public prosecutor(检控官)；承认遭检控的罪名（plead guilty）；
• 司法[程序]（judicial proceeding[审判程序]）；
法律英语词汇、法律体系、法律文化
以刑法与刑诉为例
1. Criminal Law and Related Concepts • 犯罪构成四要素：
– Actus Reus犯罪行为 – Mens Rea主观过错/犯罪意图 – Concurrence两者并存 – Causation 因果关系
刑罚的目的
– Retribution 报应目的 – Deterrence 威慑目的 – Rehabilitation 改造目的 – Incapacitation 剥夺犯罪能力的目的
• 4) blackmail, extortion, racketeering 这一组的中文译文均为敲诈勒索，但前者一般指不使用暴力、通过威胁，如泄露对对方有害的资料而索取钱财；中间一词指通过暴力、地位、权利等各种手段索取金钱；后者则类似“fraud”, 以欺骗或带威胁手段勒索钱财。
Felony includes
• 在西方，杀人罪名称五花八门: murder（谋杀）, manslaughter（误杀）, homቤተ መጻሕፍቲ ባይዱcide（杀人）, genocide（种族灭绝罪）, infanticide（杀婴罪）……。所有有人被杀
案件均可称之为 “homicide”（例外： suicide）
Theft
• Theft / Larceny • stealing（偷窃） • pick-pocketing（扒手） • shoplifting（店铺盗窃） • burglary入屋盗窃

法律英语lesson three

The American judicial system, reflecting the overall decentralized nature of its government, comprises a large number of federal and state courts.美国司法系统由众多的联邦法院和州法院组成，体现了其政府权利分散的本质。

The federal and the state judicial system are each constructed like a pyramid, entry level courts at both the state and federal levels are trial courts, in which witness are called, other evidence is presented and the fact finder is called upon to decide issues of the fact based on the law.美国联邦司法体制和州司法体制结构都像金字塔一样，联邦和州的初级法院都是裁判法院，这通常被认为是证据的陈述和事实的发现程序，并根据法律来决定该案的事实。

At the top of each pyramid structure is the court of the last resort, which has the authority to interpret the law of the relevant jurisdiction. In most stated and in the federal system there is also a mid-level court of appeals.在司法体制的顶端是终审法院，它有权解释法律相关的问题，在许多州和联邦体制内，还有一种中等水平的上诉法院。

法律英语的学习

法律英语的学习方法传说中的巴别塔（Tower of Babel）源自《圣经》，因为在《圣经》的《创世纪》中记载了有关巴别通天塔的故事：人类向往“大同”，他们要建筑一座通天高塔，扬名天下。

这触怒了上帝，上帝惩罚人类，让人类流离四方，言语不通。

然而人类没有屈服于上帝的惩罚，他们以英雄般的事业----翻译，向上帝发出了挑战；他们使上帝变乱的语言得以变成一笔笔带有民族特质的财富，在保存各族文化特质的同时，打破语言的桎梏，沟通着人类的精神。

正因为如此，巴别塔似乎与翻译有着天然的联系。

翻译，这一伟大的事业同样也引起了哲学家的注意。

法国后现代哲学的代表德里达就曾经在《巴别塔》一文中对“翻译”进行过深刻的哲学思考和令人近乎绝望的解构，他认为，当上帝驱散人类，变乱其语言时，就已经不可避免地产生了这样一个不解的悖论：“一瞬间把翻译这项工作强加于人类，同时又禁止人类翻译。

”因为这一悖论实质上不仅昭示了翻译的必要性，同时也意味着翻译在绝对意义上的不可能性。

除此之外，很多美国的语言哲学家，比如维特根斯坦也早在其哲学中就指出语言的不可言传性和不确定性。

其实，在我看来，语言作为一种工具，有多少个读者就有多少种文本的理解，面对沉默的文本，读者在无法企及与作者相同的深度之余，勇敢地甚至是令人敬佩地，但同时又是无奈地作出了自己的阐释---翻译由此产生。

可以说翻译从最根本而言只能是读者的“一相情愿”。

如果说语言差异是人类沟通面临的第一道屏障，那么文化的差异则是人类无法沟通与理解的始作俑者。

这令无数的译者即使是“突破脆弱苇草之限度”也无法作到如愿以尝（借用帕斯卡尔名言：人不过是一根会思考的苇草），因为任何旨在寻找一一对应的文化概念的企图都显得有些不够理智。

可以说，翻译也是最能体现真理具有相对性的哲学命题的。

正是从这个意义上来讲，对于多数已尽勤勉的译者所犯的错误，宽容似乎要比斥责更让人觉得人道（当然完全不负责任的译者另当别论）。

法律英语作为一种专业性很强的语言工具有别于普通英语，在上述这些方面表现也尤为明显。

实务法律英语

As is释义：as is是法律英语中的常见词组，意思是（货物等的）现状。

如deliver the house as is.按照房屋的现状交付房屋。

The software is provided as is.按软件现有状况提供软件等。

As of释义：as of是法律英语中的常用词组之一，意思是从…开始，相当于since，但由于法律英语问题的正式性和庄重性，一般不能用since替换。

如The law shall be effective as of January 10, 2009。

本法自2009年1月10生效。

The contract takes effect upon its execution。

合同自签订之日起生效。

Asset释义：asset的含义是资产、财产，不仅包括动产，不动产，也包括可以动用的资源。

如fixed asset固定资产，floating asset流动资产，Asset and capital verification 清产核资，asset management资产管理等。

Assign释义：assign是法律英语中常用单词之一，意思是转让，也可以指受让人,通常指权利的转让。

如assign the rights to a third party。

把权利转让个第三方。

又如Without the prior, express written consent of the Principal, the Agent may not assign this Agreement to any other party.未经委托方事先明确的书面同意，代理方不得将本协议转让给任何第三方。

attach释义：attach在普通英语中的含义是依附，粘贴，在法律英语中指扣押财产。

Attach the property扣押财产。

Attachment order扣押令等。

bankrupt释义：bankrupt的意思是破产，既可以指单位也可以指个人破产。

法律英语经典表达PPT课件

4. Notwithstanding 无论……如何规定；尽管有…的规定

Notwithstanding any law or practice to the contrary, it shall be lawful for, the court in any proceedings for an offence under Part II to comment on the failure of the accused to give evidence on oath. 即使任何法律或惯例有相反规定，在因第 II部所定罪行而进行的法律程序中，法庭可就被控人不宣誓作供一事加以评论。

2. In respect of/in connection with/with respect to 就… …

The Contract Price does not cover costs and expenses that are for Buyer’s account under this Contract, or any taxes (including but not limited to customs duty and value added tax) payable by Buyer in respect of this Contract.

In addition, with the prior approval of the Chairman and Vice Chairman, any director may invite any other person to attend all or part of any Board meeting, provided that such guest shall sign non-disclosure agreements in such form as the Chairman and Vice Chairman deem appropriate.

法律英语实务入门课程材料-2

The Companies Law (Revised)Company Limited by SharesTHE SIXTH AMENDED AND RESTATEDARTICLES OF ASSOCIATIONOFEdward Ho Hi-tech LIMITED(Adopted by way of a special resolution passed on [• - date of members’ resolutions] and effective as of [• - date of listing])INTERPRETATIONTable A1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.INTERPRETATION2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:(a) words importing the singular include the plural and vice versa;(b) words importing a gender include both gender and the neuter;(c) words importing persons include companies, associations and bodies of persons whether corporate or not;(d) the words:(i) “may” shall be construed as permissive;(ii) “shall” or “will” shall be construed as imperative;(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;(f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;(h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;(i) Section 8 of the Electronic Transactions Law (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.SHARE CAPITAL3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of $0.0001 each.(2) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.(3) No share shall be issued to bearer.ALTERATION OF CAPITAL4. The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;(c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that] where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favorable voting rights, must include the words “restricted voting” or “limited voting”;(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;(e) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractionsof shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorize some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve in any manner permitted by law.7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.SHARE RIGHTS8. Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company(whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.9. Subject to the Law, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorized by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws.VARIATION OF RIGHTS10. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:(a) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal value of the issued shares of that class;(b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and(c) any holder of shares of the class present in person or by proxy or authorized representative may demand a poll.11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.SHARES12. (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time totime the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine. 13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.14. Except as required by law, no person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.15. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognize a renunciation thereof by the allottee in favor of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.SHARE CERTIFICATES16. Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board mayby resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.19. Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.21. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyeda new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed. LIEN22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether thesame shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article. 23. Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. CALLS ON SHARES25. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favor.26. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be made payable either in one lump sum or by installments.27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and installments due in respect thereof or other moneys due in respect thereof.28. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty percent (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save asproxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or installments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an installment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or installments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.FORFEITURE OF SHARES34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:(a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and(b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.(2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty percent (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or installment payable thereon.42. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.REGISTER OF MEMBERS。

法律英语教程宋雷知识点

法律英语教程宋雷知识点第一步：了解法律英语的重要性法律是一门严谨的学科，其使用的语言也需要具备准确性和精确性。

法律英语作为法律专业人士必备的技能之一，是在处理国际法律事务和跨国商务中不可或缺的能力。

掌握法律英语可以帮助我们更好地理解法律文件和条款，与国际伙伴进行有效沟通，并在法律实务中取得成功。

第二步：学习法律英语的基础知识在学习法律英语之前，我们应该先了解一些基本的法律英语术语和常用词汇。

例如，法律文件中常用的词汇如“合同”(contract)、“协议”(agreement)、“法律责任”(legal liability)等，都是我们在学习过程中需要掌握的内容。

此外，掌握法律英语的语法和句型结构也是非常重要的。

第三步：熟悉法律文件的阅读和理解法律文件通常包含复杂的词汇和句子结构，因此，我们需要学会如何正确地阅读和理解这些文件。

在阅读法律文件时，我们应该注意文档的结构和组织方式，并仔细理解每个词汇和句子的含义。

此外，了解常见的法律术语和惯用语可以帮助我们更好地理解文件的内容。

第四步：学习法律英语的写作技巧法律文件通常需要使用正式、明确和具体的语言来表达观点和意图。

因此，在学习法律英语的写作技巧时，我们应该注重语法和词汇的正确使用，避免使用模糊和含糊不清的表达方式。

此外，学习如何撰写法律文件的结构和格式也是非常重要的。

第五步：提高听力和口语技巧在法律实务中，良好的听力和口语技巧对于与他人进行有效沟通至关重要。

因此，我们应该通过听取法律英语的讲座、辩论和讨论等活动来提高我们的听力技巧。

同时，通过参与角色扮演和模拟法庭等活动，我们可以提高我们的口语表达能力。

第六步：了解不同国家的法律体系学习法律英语还需要了解不同国家的法律体系。

不同的国家有不同的法律体系和法律术语，因此我们需要学习和了解这些差异。

比如，英美法系和大陆法系在法律体系和用词上存在很大的差别，我们需要学会正确使用各自的法律术语和表达方式。

第七步：实践法律英语技能最后，我们应该通过实践来巩固和提高我们的法律英语技能。

实用法律英语翻译必读

实用法律英语词汇学习必读：法律英语的学习和其他英语一样，都是以单词为基础。

法律英语的单词有其特殊用法和含义，怎样从众多的法律英语词汇中挑选出最常用最实用的单词一直是困惑众多法律英语爱好者的问题。

其实，虽然法律英语单词众多，但我们在法律实务中接触到的常用法律英语词汇大概只有2000个左右，boblegal法律翻译对这些常用单词（主要是民事和经济方面）进行了筛选，以实务为导向，进行法律英语典型单词系列讲解。

挑选这些单词的前提是：与法律实务相结合，对一般高校法律英语教材中出现但很少在实务中应用的单词不予选取，目的主要是希望在中国法律环境下运用法律英语，摆脱学究式的法律英语学习模式。

选词的标准有两个：一是在法律英语中出现的频率，比如confidential，这个单词在普通英语中的意思也是保密的、机密的，基本意思并没有发生改变，但由于其在一些法律文件尤其是知识产权或授权协议中频频出现，因此，也把它列入典型单词部分。

第二个标准时单词意义或用法的特殊性，如accept在普通英语中是接受，在法律英语中却表示承诺或对票据的承兑等，另外，如我们平时最常用的单词affect，在普通英语中的用法非常普遍，而且相对influence 和impact等单词，是较多用语口语中的单词，但在法律英语中，表示权利义务或利益受到影响时，用的都是affect，而不是influence。

需要说明的两点是，有些单词在法律英语中有独特含义，如service，在法律英语中的特殊含义指法律文书的送达，但其普通含义即服务，也可能被用到，如service agreement服务协议等，因此，我们不能机械的认为service无论出现在何种法律文书中均指送达，应当结合上下文进行理解。

另外，一个单词可能会有多种含义，我们选取了在实务中最常用到的一种或两种含义，对其较为罕见的含义或用法并不讲解。

本次讲解共涉及200个左右的单词和词组，分别按照以下分类讲解：一典型单词释义，二一词多义的单词讲解三易混淆单词辨析三意义相同但不能互换的单词四经常同时出现的单词和词组。

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实务法律英语系列讲解实用法律英语词汇学习必读：法律英语的学习和其他英语一样，都是以单词为基础。

法律英语的单词有其特殊用法和含义，怎样从众多的法律英语词汇中挑选出最常用最实用的单词一直是困惑众多法律英语爱好者的问题。

另外，一个单词可能会有多种含义，我们选取了在实务中最常用到的一种或两种含义，对其较为罕见的含义或用法并不讲解。

法律英语实用单词讲解Accord释义：accord在普通英语中的含义是符合，一致，在法律英语中则表示和解或和解协议，指指债务人和一个债权人达成的、以偿还部分债务免除全部债务责任的协议。

如reach an accord达成和解协议，accord and satisfaction和解与清偿等。

acquire释义：acquire在普通英语中的含义是获得，获取，而且通常指通过后天的努力获得。

在法律英语中通常指对公司的购买，收购，我们通常所说的M&A，即是acquire的名词acquisition和merger的缩写。

如The foreign investor has acquired more than 10 PRC domestic enterprises engaging in related industries within a year. 外国投资者一年内并购中国境内关联行业的企业超过10个。

act释义：act在普通英语中的含义是行动，行为，在法律英语中通常理解为作为，与不作为forbear相对应。

如：Notwithstanding anything contained in this Act, the Minister may, on the recommendation of the Commission, direct the Commission to act or forbear fromAction释义：act在普通英语中的含义是行动，在法律英语中则理解为诉讼，相当于suit或lawsuit，如initiate an action提起诉讼，win an action在诉讼中获胜，defend oneself in an action在诉讼中为自己辩护等。

adopt释义：adopt的最常见含义是采用，通过，如adopt a law通过一项法律，adopt a proposal采纳一个建议等，这种用法在法律英语中也较为常见。

另外，adopt在法律英语中可能会用到一个含义是收养，如adopt an orphan according to law根据法律规定收养孤儿。

admission释义：admission是admit的名词，在普通英语中的含义是承认或接纳。

在法律英语中，则通常是法律程序中的一个用语，意思是采纳，采信（证据），如The defendant challenged the admission of the evidence by the court on the ground that the evidence was irrelevant.被告以证据没有相关性为由反对法院对其予以采信。

affect释义：affect是普通英语中最常见最普通的单词之一，意思是影响，通常用在口语和非正式的场合中。

但在法律英语，affect（本义没有改变，仍然是影响），确实非常正式的用法，通常不能用influence等单词替换。

如The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same．任何一方在任何时候未要求另一方履行本协议任一条款，并在不影响其以后强制执行该条款的权利。

Affiliate释义：affiliate是法律英语的常见单词之一，意思是关联方，关联公司，也可以associate或connected person表示。

如“Affiliate”means any person or company that directly or indirectly controls a Party or is directly or indirectly controlled by a Party，including a Party's parent or subsidiary, or is under direct or indirect common control with such Party.“关联公司”指直接或间接控制一方(包括其母公司或子公司)或受一方直接或间接控制，或与该方共同受直接或间接控制的任何人或公司。

agent释义：agent也是法律英语中常见单词之一，意思是代理人，代理商，通常指商业代理，如果指非商业性质的代理，如替别人出席会议等，则可用proxy。

例句：Nothing in this Agreement or in the performance of any of its provisions is intended or shall be construed to constitute either party an agent, 1egal representative, subsidiary，joint venturer，partner，employer，or employee of the other for any purpose whatsoever．参考译文：本协议的任何内容或本协议任何条款的履行，无意表示、亦不应被理解为任何一方为任何目的可以充当另一方的代理人、法定代表、子公司、合营方、合作伙伴、雇主或雇员。

applicable释义：applicable在法律英语中的意思是可适用的，如例句：If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid，illegal，or unenforceable in any respect under any applicable law, the provision/provisions shall be deemed to have been severed from this agreement.如果本协议或涉及本协议而签署的任何文件中某条或数条条款，根据任何适用法律在任何方面是无效的、不合法或不能强制执行的,视为该条款从本协议中删除。