2002 国际法学专业英语试题 一 案例分析(用中文回答)40% Stone v. American Lacquer Solvents Co. 343 A. 2d 174 (19
  75) Harold E. Stone became chairman of the board of directors of American Lacquer Solvents Co. ( hereafter referred to as American) on December 7, 19
  67. On that date, American's board of derectors adopted a resolution that upon Stone's death, his wife, Rachel, would be paid an $8,000 annual pension by American until her death or remarriage. Teh resolution was adopted in consideration for services to be rendered to American by Stone, and it further provided that it could not be revoked without his consent. In March 1968 Stone and his wife encountered martial difficulties. Stone contacted Shaw, the president and general manager of American, and told him that he wanted the pension resolution cancelled. Shaw contacted the company's legal counsel and, acting in accordance with his advice as to the procedure to be followed, prepared a letter from Stone to the board of directors of American, saving, "It is my wish that the Resolution dated December 7, 1967 concerning a pension for my wife Rachel be rescinded." Stone signed and personally delivered the letter to Shaw on March
  3. On March 11, 1968, Shaw convened a special meeting of the board of directors of American. Five of the seven members of the board attended the meeting; and when Stone's letter was brought to their attention, they voted unanimously to rescind the resolution of December 7, 19
  67. Stone was not notified of the meeting and did not attend. Stone died on November 1, 1968; and when American refused to pay his widow, Rachel, the pension provided for in the resolution, she sued for specific performance. The trial court ruled that the resolution and been validly rescinded by the board at the meeting of March 11, 1968, and hence the plaintiff had no claim. She appealed the decision. Eagen, Justice . . . As a general rule the directors of a corporation may bind a corporation only when they act at a legal meeting of the board. If they purport to act at a meeting which is not a legal meeting, their action is not that of the corporation, and the corporation, absent ratification or acquiescence, is not bound. As to special meetings of the board of director of a corporation, the general rule in Pennsylvania is that such a meeting held without notice to some or any of the directors and in their absence is illegal, and action taken at such a meeting, although by a majority of the directors, is invalid absent ratification or estoppel. However, this notice requirement may be waived by a director either prior or subsequent to the special meeting, provided such waive is in writing. Additionally, any action which may properly be taken at a meeting of a board of directors of a corporation may be affected and is binding without a meeting, if a consent in writing setting forth the action so taken is signed by each and every member of the board and filed with the secretary of the corporation. A reading of the trial court's opinion filed in support of its decree upholding the legality of the Board's section of March 11, 1968, rescinding the Board's prior Resolution providing for the payment of the pension to the plaintiff was based on three grounds, any one of which, if corret, would warrant its ruling. First, the court conclude that Stone's letter of March 3, 1968, constituted a consent to the Board's subsequent action rescinding the pension Resolution. The difficulty with this position is that the applicable statute requires that such a consent be executed after the meeting and that it specifically set forth the
action taken, and that it be filed with the secretary of the corporation. Stone's letter does not meet these requirements. Secondly, the court conclude [that] Stone's letter of March 3, 1968, constituted a waver of receipt of notice of the meeting of March 11, 19
  68. The difficulty with this position is that the letter does not refer to the meeting or indicatein any way that notice therof is waived. The letter amounts to no more than an expression of desire or consent to rescind the pension Resolution. In connection with its conclusion that Stone's letter constituted a waiver of notice of the meeting, the court reasoned that no purpose would be served by Stone's presence at the meeting since the other Directors were merely acceding to Stone's wishes and request. This analysis overlooks the rational for the salurary rule that all direcors receive notice of special meeting. That rationale is that " each member of a corporate body has the right of consultation with the others, and has the right to be heard upon all questions considered, and it is presumed that if the absent members had been present they might have dissented, and their arguments might have convinced the majotiry of the unwisdom of their proposed action and thus have produced a different result." We agree with this rationale and, in view of the presumption embodied therein, we cannot concur in the trial court's premise that Stone and other Directors were of one mind as regards the pension rescission. In relation to this, we specifically note that another member of the Board of Directors failed to attend the meeting of March 11, 1968, and there is nothing in the record to show if he received notice of the meeting, or ever consented to the action taken the meeting. Finally, the court concluded that the rescinding resolution of Board was voidable only and that Stone's silence and failure to object thereto prior to hes death amounted to a ratification. The difficulty with this position is that there is nothing in the record to show that Stone was ever made aware that the meeting of March 11, 1968, had been held or knew the rescinding resolution had been adopted by the Board. Under the circumstances, it cannot be said a ratification was effected... [R]eversed and ... remanded for further proceeding... 思考题:
  1.请以时间顺序为线索陈述本案基本事实.
  2.为什么原告要求实际履行的救济方法?
  3.根据宾州公司法, 在什么情况下董事会特别会议可宣布为无效?
  4.初审法院是基于哪三条理由驳回原告起诉的?上诉法院是如何分别否定这三条理由的?
  5. Mr. Stone 生前还可以采取什么补救办法避免出现本案判决?
二, 英译汉 (共 60 分) 1, APPLYING VALUATION THEORY TO LAW PRACTICE We have seen that some of the poorest methods of valuation are often used in practice. And what of the undisputed favorite- DCF? One writer says succinctly: "capitalization of earnings ordinarily is not a desirable method of setting the values of shares in a close corporation." This is not because it doesn't make sense, but because it requires estimationof the inestimable: future cash flows and the appropriate discount rate. That's only two things to estimate, as we said before, but they are often too difficult to serve as good planning guides.
How then do we values in practice? We use the information we have, trying best to stick to the sensible theory of DCF. Applying theories of valuation to a world of imperfect knowledge is the job for the accountant, appraiser, financial analyst and entrepreneur. And it is the good attorney's job to understand what these people are doing when legal issues arise. The next part reviews the bookkeeping and related issues of making payments to owners, and in the next three parts we turn to the most common applications of this valuation theory.
  2. CORPORATE GOVERNANCE There is no expression in German law corresponding to the one of " corporate governance.". As seen from the American perspective corporate governance deals with the role of the different interests relevant in a corporation and their representatives and ultimately the question of how the law regulates or should regulate thes roles. German law, including employees among the agents of the AG who participate in management has already made an important step into that direction. The corporation does not only serve the interests of the shareholders. Taking into account other interests as opposed to only those of the shareholders is visibly reflected in the notion of the " interest of the corporation " as a formula to harmonize the different powers and groups acting in a corporation. One of the questions raised in this context is , which particular interests are to be considered as relevant for the AG in certain situations. Another question to be answered is according to which criteria conflicts between them are to be decided.
  3. Appraisal Many state statutes provide that shareholders may have the right to seek an appraisal of their shares in certain fundamental transactions such as a merger. In the nineteenth century when corporations were small and formed for limited pruposes mergers required a unanimous shareholder vote. As corporations grew that requirement was viewed as restrictive and was changed to a lower vote but the legislatures provided for and appraisal remedy. With appraisal, shareholders can seek a court valuation of their shares based upon fair values and be paid in cash. This right of exit can serve as a monitoring device because arguably directors would seek the highest price in such a transaction to avoid many share holders seeking this remedy. But appraisal has limitations because it used to employ conservative methods of valuation, it was time consuming, did not require any payments until the appraisal proceeding was completed, attorneys and experts fees were expensive and interest was not assured.
  4. "Classified" Boards of Directors Most states permit a board of directors consisting of nine or more directors to be "classified" or "staggered" so that approximately one-third of the directors are elected each year, and each individual director is elected for a three year term. In states where cumulative voting is mandatory, and sometimes in corporations formed in other states as well, it is not uncommon to employ this device to minimize the effects of cumulative voting because it takes a larger minority interest to elect one of three directors than it does to elect one of nine directors. For example, if there are nine directors elected each year, ten per cent of the stock can elect a director; if the nine directors are classified and three are elected each year, it takes twenty-five per cent of the stock to elect a director. (If you do not believe these percentages, try them out on the formulas set forth above.)
The theorecical justification for classification is that it ensures "experience of service" on the board, since only one-half or one-third of the board will be elected each year. However, experience of service is usually not a major motivating factor for classifying a board, since as a proctical matter, experience of service is usually provided by the simple process of reelecting the same persons as directors year after year. Another consequence of a classified board is that where an aggressor has acquired a majority of the outstanding shares or where a controlling interest in a corporation has been sold to outsiders, there may be a period during which directors elected by the prior shareholders are continued in office. Where the board consists of three classes, for example, a person becoming a majority shareholder cannot be assured of electing a majority of the board for more than two full years. In some instances classification has been proposed in publicly held corporations primarily for this reason even though the corporation does not have cumulative voting. This consequence does not arise where, as is usually the case today, the shareholders have power to remove directors without cause.
 

相关内容

《国际商务英语》期中考试题

   《国际商务英语》期中考试题 国际商务英语》 i. Put the following from English into Chinese or vice versa. 1. terms of payment (付款条件 付款条件) 付款条件 in advance) ) 2. enclosed please find(随函附上) 随函附上) us CIF London 3. by separate post (另函) 另函) 4. profit margin (利润空间/率) 利润空间 率 ( ...

2008年高考英语试题

   在线英语听力室 www.tingroom.com 2008 年普通高校招生统一考试安徽卷 英语 年普通高校招生统一考试安徽卷(英语 英语) 第二部分 英语知识运用(共两节,满分 45 分) 第一节 单项填空(共 15 小题;每小题 1 分,满分 15 分) 从 A、B、C、D 四个选项中,选出可以填入空白处的最佳选项,并在答题卡上将该项涂黑。 21. The two girls are getting on very well and share with each other. A. li ...

2000年英语专业八级全真试题

   www.tingroom.com 在线英语听力室 TEST FOR ENGLISH MAJORS (2000) -GRADE EIGHTPAPER ONE TIME LIMIT: 95 MIN PART I LISTENING COMPREHENSION [40 MIN.] In Sections A, B and C you will hear everything ONCE ONLY. Listen carefully and then answer the questions that ...

2008年英语专业八级全真试题

   www.tingroom.com 在线英语听力室 2008 年英语专业八级考试真题及答案 答案在: 答案在:第 11 页 TEST FOR ENGLISH MAJORS(2008) ( ) ?GRADE EIGHT? TIME LIMIT: 195MIN PART I LISTENING COMPREHENSION (35 MIN) SECTION A MINI -LECTURE In this section you will hear a mini-lecture. You will h ...

2008年高考英语试题全国卷I完形填空解析

   高考英语全国卷 II 点评 2008年全国高考已经结束,就今年全国高考英语不含听力卷试题设计及试题整体所体现的 典型特色,我们就此作一个剖析及归纳。 就试题总体而言,全国卷 II 的英语试题体现出难易梯度搭配适度,试题结构科学,考查 范围涵盖面广。下面我们来看看考查的具体情况: 一、语音知识 语音知识的五小题中,分别按照这样的规律来设计试题: a)元音+辅音字母组合一个小题;考查 our 组合:course labour D. hour。 A. separate B. marry C. A. ...

中央电大开放本科英语专业商务英语试题(s)_1007

   试卷代号 : 1 1 4 3 中央广播电视大学 2 00 9 2010 学 年 度 第 二 学 期 " 开 放本科 " 期 末 考 试 商务英语(上)试题 2010 年7 月 、将你的学号、姓名及分校(工作站)名称填写在答题纸的规定栏 内。考试结束后,把试卷和答题纸放在桌上。试卷和答题纸均不得带 出考场。监考人收完考卷和答题纸后才可离开考场。 二、仔细读懂题目的说明,并按题目要求答题。答案一定要写在答 题纸的指定位置上,写在试卷上的答案无效。 三、用蓝、黑圆珠笔或钢笔答题 ...

商务英语试题2

   一. READING PART ONE Questions 1-7 . Read these sentences and the following new reports. . Which country does each sentence describe? . For each sentence mark one letter (A ,B ,C or D) on your Answer Sheet. Example: the head of state went to China to ...

数学专业英语翻译

   第一段翻译(2): what is the exact value of the number pai?a mathematician made an experiment in order to find his own estimation of the number pai.in his experiment,he used an old bicycle wheel of diameter 63.7cm.he marked the point on the tire where the ...

2007年专业英语四级真题

   本文由橙飘蓝舞贡献 doc文档可能在WAP端浏览体验不佳。建议您优先选择TXT,或下载源文件到本机查看。 可可英语 www.kekenet.com 2007 年专业英语四级真题(无听力范围) PART III CLOSE [15 MIN] Decide which of the choices given below would best complete the passage if inserted in the corresponding blanks.Mark the ...

专业英语1-20100310

   课程目的 基础英语→科技英语 专业英语 基础英语 科技英语→专业英语 科技英语 能力培养 阅读能力 写作能力 听说能力 说明:英语是现代社会三个基本工具之一,必须掌握。 说明:英语是现代社会三个基本工具之一,必须掌握。 了解国际动态、学习先进技术; (了解国际动态、学习先进技术; 外资企业工作语言。) 外资企业工作语言。) 但是应该明确目的:用好工具,不是研究英语。 但是应该明确目的:用好工具,不是研究英语。 阅读能力:专业词汇、基本语法、专业知识; 阅读能力:专业词汇、基本语法、专业知识; ...

热门内容

饭店英语 5-10

   Responsibility of the cashier front office Objective: How to exchange foreign currency for the guest How to collect cash, bank credit card and check payment Review: Review: Fill in the chart wherever necessary and answer the 2 questions: 1.Why doe ...

全国中学生英语竞赛全真题(初二)

   CCTV 复赛培训二 在下列所给单词均不完整,请选择一个适当的字母或字母组合,使其完整和正确 ???????????????????????????????????????????????????? ???????????????????????????????????????????????????? ???????????????????????????????????????????????????? ?????????????????????????????????????????? ...

英语应用文写作总结

   英语应用文写作总结 英语信件的种类比较多,有一般信件,邀请信,推荐信等。但几乎所有信件的格式都 大同小异。 一、 书信 1.书信结构 信封(envelope) 。英语的信封和中文的一样,有三部分组成,即发信人地址、收信人地址 信封 和邮票。只不过英语信封的格式除了邮票所贴的位置(信封的右上角)和中文的一样外, 英语信封上要写的发信人和收信人的地址和中文的大不一样。 发信人的地址应写在信封的左上角 收信人 左上角,收信人 中右偏下处,如下: 发信人 左上角 收信人的地址应写在信封偏中右偏下处 ...

08年考研英语阅读理解精读100篇(教育类)

   考研英语阅读理解精读 100 篇之教育类 unit71 Unit 71 Back in 1922, Thomas Edison predicted that "the motion picture is destined to revolutionize our educational system and...in a few years it will supplant largely, if not entirely, the use of textbooks." ...

2011年全国职称英语模拟考试题及答案合类(C级)

   2011 年全国职称英语模拟考试题及答案 年全国职称英语模拟 模拟考试题及答案 合类( 合类(C 级) 第一部分:词汇选项 第 第一部分:词汇选项(第 1-15 题,每题 1 分,共 15 分) 个词或短语划有底横线, 个意义最为接近的选项。 下面每个句子中均有 1 个词或短语划有底横线,请为每处划线部分确定 1 个意义最为接近的选项。答 案一律涂在答题卡相应的位置上。 案一律涂在答题卡相应的位置上。 1. Rodman met with Tony to try and settle the ...