法律英语重要概念、术语专题 (一)

 

Tender Offer: a tender offer is a type of public takeover bid.The tender offer is a public, open offer orinvitation(usually announced in a newspaperadvertisement) by a prospective acquirer toall stockholders ofa publicly traded corporation (thetarget corporation) to tender their stock forsale at a specified price during a specified time, subject to the tendering ofa minimum and maximum number of shares. In a tenderoffer, the bidder contacts shareholders directly; the directors of the companymay or may not have endorsed the tender offer proposal.要约收购

 

Mandatory Tender Offer (MTO): MTO applies in UK, France, Singapore, HongKong and mainland China etc. Trigger pointusuallybetween 30-50%. MTO originates from U Kin 1960s; one of the main purposes for making this rule is to protect therights of minority shareholder.强制性要约收购

 

Assign／Assignment: means "to transfer property rights to sb in accordance with laws".转让

 

Transfer／Transference: means to hand over the possession of property, etc.交付

 

Registered Office: A registeredoffice is the official address of anincorporated

company,association or any other legal entity.--- for legal person only.注册登记地

 

Business Premise: land and buildings together considered as a property.营业场所

 

Domicile: the residencewhere you have your permanent home or principalestablishment and to where, whenever you are absent, you intend toreturn; every person is compelled to have one and onlyone domicile at a time. - For legal person as well as natural person.住所

 

（USBusiness Law）

The proprietorship: owned by a single individual,no separation between the owner and the business.个人企业

 

The general partnership: owned by more than one person.普通合伙

 

The Limited Liability Partnership (LLP): limited liability for partners, but partners has full liability forclaiming arising from their own misconduct. Particularly popular with law and accountingfirms. Different from China LLP.有限责任合伙

 

The Traditional Limited Partnership:based on Uniform Limited Partnership Act of 1916 of US.有限合伙

The Corporation:an entity independentof its shareholders ( closely held, publicly held)except in the case of “piercing the corporate veil.公司

 

A proprietary company: is a form of privately held company in Australia and South Africa thatis either limited or unlimited.However, unlike a public company there are, dependingon jurisdiction, restrictions on what it can andcannot do.（澳、南非）有限公司

 

Recital:the partof a legal document, such as a deed, that explainsits purpose and gives factual information. 前言

 

Preamble: for law like CISG.引言

 

Introduction / Foreword / Preface? Not apply in the contextof contract or law.前言

 

Subsidiary: or subsidiary company or daughtercompany, is a company thatis owned or controlled by another company, which is called the parent company, parent, or holding company. The subsidiary can be acompany, corporation, or limited liability company. In some casesit is a government or state-owned enterprise.

 

Subsidiaries are theseparate, distinct legal entities for the purposes of taxation, regulation,and liability. For this reason, they differ from divisions (branch, arm), which arebusinesses fully integrated within the main company, and not legally orotherwise distinct from it. In other words, asubsidiary can sue and be sued separately from its parent and itsobligations will not normally be the obligations of its parent. However,creditors of an insolvent subsidiary may be able to obtain a judgment againstthe parent if they can pierce the corporate veil andprove that the parent and subsidiary are mere alter egos of one another. 子公司

Customary Law: Custom in law isthe established pattern of behaviour that canbe objectively verified within a particular social setting. A claim can becarried out in defence of "what has always been done and accepted bylaw." Related is the idea of prescription; a right enjoyed throughlong custom rather than positive law.习惯法

Resolution: Corporations - Adecision made by the members or directors of a companyat company meetings, usually by means of a vote.  There are threetypes of resolutions: ordinary resolution, special resolution (CompaniesOrdinance (Cap 32) s 116) and resolutions requiring special notice (s 132(1)). 决议

Enactment: (Britishlegal term), may mean the whole or part of a piece of legislation orto the whole or part of a legal instrument made under a piece of legislation.成文法则

Decree: is arule of law usuallyissued by a head of state (suchas the president of a republic ora monarch),according to certain procedures (usually established in a constitution). It has the force of law. The particular term used forthis concept may vary from country to country. The executive orders made by the President of the United States,for example, are decrees (although a decree is not exactly an order). Innon-legal English usage, however, the term refers toany authoritarian decision.总统令

Lat –decretum – decision of the emperor as judge. An order of a court made after dueconsideration of a case. The term ‘decree’ was originally used to describe thedecision of a court of equity but the term ‘judgment’ is now used to describethe decision of any court. The term ‘decree’ is still used in certain familylaw proceedings; for example, decree of divorce, decree nisi, decree absolute:Matrimonial Causes Ordinance (Cap 179).判令

Competent: the authority of a legal body to deal with and makepronouncements on legal matters and, by implication, to administer justicewithin a defined area of responsibility.适格/有权的

 

Franchising:a business method that involves licensing of trademarks and methods of doing

business, such as Chain store,retail outlets which share a brand and central management.专营权

 

Easement:the privilege of using something that is notyour own (as using another's land as a right of way to your own land).地役权/相邻权

 

Concession (contract) :sometimes called a concessionagreement, a contractual right to carry on a certain kind of business or activity in an area, such as to exploreor develop its natural resources or to operate a "concession stand"within a venue.特许经营权

 

Exemptions:An exemption such as a tax exemption allowsa certain amount of income or other value to be legally excluded to avoid or reduce taxation.豁免

 

Clearance:Authorization orpermission from an authority.许可/批准

 

Encumbrance:A proprietary right held by one person over the property of another that limits the ways inwhich the owner may use or deal with the property. Mortgages,trusts for securing money, liens and charges are all encumbrances.产权负担

 

Security:Something that securesor make safe. The property over which a creditor, or other obligee, is given rights by a debtor, orother obligor, in order to secure performance of a promise to repay money or ofsome other undertaking.保證／抵押品／保證金

 

Facility:Financial assistanceprograms offered by lending institutionsto help companies acquire capital.融资协议

 

Instrument: a document that states some contractual relationship or grantssome right.法律文书

Topography ：is the study of the shape andfeatures ofthe surface of the Earth and otherobservable astronomical objects including planets, moons,and asteroids.The topography of an area could refer to the surface shapes and featuresthemselves, or a description (especially their depiction inmaps).地志

Know-how：Any industrialinformation or techniques likely to assist in the manufacture or processing of goods or materials.工业知识

Know-how is a term for practical knowledge onhow to accomplish something, as opposed to "know-what" (facts),"know-why" (science), or "know-who" (communication).Know-how is often tacit knowledge, which means that it isdifficult to transfer to another person by means of writing it down orverbalising it. Dubickis and Gaile-Sarkane (2017) states that theperformance of know-how transfer is affected by accuracy of the stated aim,applied teaching, learning and assessment methods and both internal andexternal environment characteristics of the stakeholders involved in theprocess.[1] Theopposite of tacit knowledge is explicit knowledge.

In the context of industrial property (now generally viewedas intellectual property or IP),know-how is a component in the transfer of technology in national andinternational environments, co-existing with or separate from other IP rightssuch as patents, trademarks and copyright andis an economic asset.[2] Whenit is transferred by itself, know-how should be converted into a trade secret beforetransfer in a legal agreement.

Privatisation: changing something from state to private ownershipor control.私有化

 

Demand: The assertion ofa legal right, requiring the receiver todo something, refrain from doing something or give something.要求/权利主张

Cause of action: The whole set of facts giving rise to a legal claimwhich can be pursued by a legal action for judicial redress.诉由

 

Withholding: income tax withheld from employees' wages and paiddirectly to the government by the employer.代扣代缴（税款）

 

 

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