C) Officers

Officers are responsible for the routine operation and management of the corporation. They ……… corporate philosophy.

The roles of top corporate officers - typically the managing director or the corporation's president, vice presidents and chief financial officer - are defined by the corporate bylaws, articles of incorporation, and statutes. The president acts as the primary officer and sometimes is called the chief executive officer or CEO. The vice president is the second in command and makes decisions in the president's absence. The chief financial officer (CFO) is responsible for corporate finance.

The particulars of an officer or manager’s activity depend on … ……. .. …………: finance, production, marketing, sales, human resources, research and development. Each manager (or director) is … ……. … a certain department where he or she organizes the ………... Managers ……… employees for their department, and their responsibility is to …… …. efficient ………. and set clear ……….. They should ………. their employees, ………… and ……… the operations.

Exercise 2. Practice answering the following questions using the words and phrases from Exercises 1 and 2.

1. What does the ownership provide for the shareholders?

2. Where does shareholders’ voting take place?

3. When do the shareholders realize their exclusive right to vote?

4. Can the shareholders make changes in the corporate bylaws?

5. Must the shareholders take part in reorganization of the corporation?

6. What is the primary role of the board of directors?

7. How are annual meetings arranged?

8. Are officers and managers compensated for their work? How?

9. What decision can the board make when the corporation needs a big amount of money?

10. How are real property problems solved?

11. What does duty of care mean?

12. Who are the top corporate officers?

13. What are corporation officers responsible for?

14. What is the manager’s role?

Exercise 3. Make sure you know how to translate the following words and phrases:

право голосовать, ежегодное собрание акционеров, одобрить решение; управлять корпорацией; установить размер заработной платы; обязанность блюсти интересы компании; созвать собрание; проводить собрание; выработать стратегию; уполномочить выпуск акций; недвижимость; выполнить обязательство; арендовать офис; получать ссуду под недвижимость; определить политику корпорации; отстранить от должности директора;

зона ответственности; подбирать работников; поставить цель; должностное лицо с исполнительными функциями, вносить поправки в документ, распустить корпорацию

Exercise 4. For each part of the text (A, B and C) choose the title that most explicitly reflects the content.

1. The importance of limited liability

2. The necessity to show that the corporation is not a legal entity

3. The reason why it’s necessary to observe the formalities

4. Observation of corporate formalities

5. The director’s responsibilities

6. The formalities that a corporation must observe

7. About those who oversee the routine operations

8. The responsibilities of corporation members

A

A corporation is owned by its shareholders. The shareholders don't have any control over the day-to-day operations of the business directly. The shareholders are responsible for electing directors of the corporation. The directors oversee the operation of the corporation and make major corporate decisions, such as appointing the officers of the corporation. The directors meet at least annually to assess the past performance of the corporation and to plan for the future. The officers of the corporation are responsible for the day-to-day operations of the company.

B

Once the directors are elected and the corporate officers are appointed, the corporation can begin to operate. However, it is important that the corporation observe all the formalities of being a corporation. The formalities include, among other things, issuing stock certificates to the shareholders, holding annual meetings, recording the minutes of the meetings in the corporate register, and electing directors or ratifying the status of existing directors.

C

Observing all the corporate formalities provides evidence that the corporation is a separate legal entity rather than an extension of the shareholders. The reason it is necessary to enforce the notion that the corporation is a separate legal entity that is to protect the limited liability of the shareholders. If the corporate formalities are not observed, someone suing the corporation may be able to show that the corporation is not a separate entity from its shareholders. The shareholders will then be liable for the corporation's debts.

Exercise 5. Match the words or phrases which are used in the text with the following appropriate definitions.

1. meetings held each year	observe formalities
2. present proof	sue a corporation
3. keep up the established rules	provide evidence
4. supervise the activity	ratify the status
5. written record of a meeting	annual meeting
6. estimate the results of corporation activity	assess the performance
7. current activity	separate legal entity
8. accept that the existing directors keep their positions	minutes of the meeting
9. bring out a certificate of ownership to corporation owners	oversee the operations
10. organization distinct from the owners	issue stock certificate
11. bring a lawsuit against a corporation	day-to day operation

Exercise 6. Answer the questions

What are the responsibilities of shareholders?

What are the responsibilities of directors?

What are the formalities a corporation has to observe?

Why is it important to observe these formalities?

Why is it important for a corporation to be considered as a separate legal entity?

What can happen if the corporate formalities are not observed?

Exercise 7. Review the information on Corporation.

Grammar Focus INDIRECT QUESTIONS

(A)

Change the following questions into indirect questions. Start with

Can you tell me ………?

Will you explain …….?

1. What does the status of a separate legal entity mean for a corporation?

2. What can extent a corporation be held liable to? What does it mean?

3. Why is it important for a corporation to follow the formalities?

4. Who must oversee the operations of a corporation?

5. How is it possible to assess the performance of a corporation for a certain period?

6. How often do the directors hold meetings?

7. Who must approve the decision which the directors make?

8. Why is it important to record the minutes of every shareholders meeting?

9. Why does a corporation which borrows money from a bank have to guarantee a loan?

10. How can administration which includes accountancy and tax procedures be provided?

(B)