New_Method

Lawyer: Well, maybe I should start by explaining how things work. You say that a writ has been served on you, informing you that an action has been filed against you for breach of contract. Is that right?

Client: Yes, I got that yesterday.

Lawyer: OK. That means that a complaint against you has already been filed with the court. Our next step will be to draft an answer to this complaint.

Client: How does that work?

Lawyer: In order to be able to draft an answer, I'll need information from you - facts, documents and the like - so that I can begin preparing your defence. Of course, we'll then also have to start building up evidence to support your defence. For example, we may wish to get affidavits - sworn statements - from potential witnesses supporting the statements you've made in your defence.

Client: Right. What happens next? Lawyer: Well, it depends on how we wish to

proceed. We should try to have the case dismissed as soon as we can. This'll require filing motions. We'll also have to draft briefs clarifying our legal position, which we'll then submit to the court.

Client: I see. Do you think there'll be a trial? Lawyer: That's hard to say exactly.

Client: Um, if there is a trial, when will it take place?

Lawyer: When the time comes, the court'll issue a notice to inform us of the date and time of the hearing.

9 (Track 3. Unit 1. L2)

Anna: So, what are you two planning to do later, when you've completed your degree? Daniel: Well, right now, I'm planning to become a barrister, because I'd really like to plead cases in court.

Anna: You've been watching too many of those American films, when the handsome

Daniel: Very funny. I just like the idea of arguing a case. I think it'd be exciting. What about you?

Anna: Actually, I'd like to work for a big corporation and advise them on their legal affairs, as in-house counsel. I've heard the work can be very challenging. What are your plans, Jacob?

Jacob: I'm thinking about becoming a solicitor. I'm not that interested in pleading cases in court. I'd rather do research and give legal advice - I think that'd suit me better.

13 (Track 4. Unit 1. L3)

Mr Nichols: So, at this point, I'd like to ask you if there's anything you'd like to ask me? About the firm, for example.

Linus: Of course. I do have some questions. I guess I'd like to know what it's like to work here. Um, I wonder if you could describe the firm's culture for me?

Nichols: Well, as you certainly know, we're a relatively commercial firm. We're what's known as a law boutique since we specialise in two areas of the law: Real Propel and Debtor-Creditor. Since we're specialists, we try to maintain high standards in our work. As for the firm's culture, I'd have to say we're pretty traditional. People dress quite formally in suits, and we don't call partners by their first names. It's a good place to work, definitely friendly, but people are serious and work very hard.

Linus: That sounds good to me. Perhaps you could tell me something about the structure of the firm.

Mr Nichols: Well, the firm is headed by the two senior partners Mr Robertson and Mr Michaels. They founded the partnership 30 years ago. They're still quite active, especially with the older clients, but the day-to-day affairs and the finances of the

firm are managed by the full partners, that's Ms Graham and myself. We also oversee two departments. But a salaried partner is in charge of each. of them.

Linus: I see. And how are the departments structured?

Mr Nichols: Well, in the Real Property Department, there are three associates who report to the partner, and they're assisted by two paralegals. In the Debtor-Creditor department, there are two associates and two paralegals, There's also one secretary for each department who basically assists the partner who heads the department, but who does on occasion do work for the associates as well, since they're responsible for all the clerical work that need to be done. Of course, there are always summer associates or clerks working at the firm, on average four of them, not just during the summer, but also during the term breaks. Right. I guess that's all there is to say about the structure. How does that sound to you?

Linus: Very interesting. Actually, the size sounds ideal - not quite as small as the firm I worked for in Cambridge, where I did my summer clerkships, but not too big, either. And nowhere nearly as large as the European Commission where I worked last!

17(Tracks 5-9. Unit 1. L4. p.1-5)

1I'm a newly qualified lawyer and I've just landed a job as an associate at a mid-size law firm. The firm offers a wide range of commercial law services. Our lawyers provide advice on many different legal areas, including banking law, corporate law and corporate tax, employment law, commercial litigation, property law, to name a few. In the next months, I'll be rotating through some of the departments to get an idea about the different practice areas. At present, I'm working in commercial litigation and am enjoying it. My duties include a good deal of client

liaison, lots of research and some writing of briefs and letters. Um, while I'm at this firm, I intend to specialise in an area of the law that involves a lot of trial work, because think I'd really like to be a litigator.

2 I'm a sole practitioner in the area of employment and labour law in a small city. Some of the legal issues I commonly deal with are wrongful termination, sexual harassment, and discrimination on the basis of gender, age, religion, disability, national origin or race. I also handle wage and overtime disputes, employment contracts, public-sector employee issues, and disability and workers' compensation issues. I counsel clients about their rights and options.

I also provide advocacy for them, including representation in mediations, arbitrations and litigation. My clients are primarily individuals. They usually need advice in handling personnel matters and resolving disputes. Two paralegals assist me in my work at my office.

3 As an attorney, I protect the innovations and inventions of my clients. I represent both plaintiffs and defendants in trademark, trade-secret and copyright infringement suits in both state and federal courts. I have a good deal of experience in domain-name disputes. I carry out international trade-mark and service-mark registrations and do availability searches and clearances of marks, trade names and logos. My work also involves providing counselling to photographers, architects, graphic designers and creators of fine art. I try to give them an understanding of the laws and procedures that affect them and their businesses. I also serve as a trial consultant and expert witness in IP law. For bigger cases requiring additional staffing and resources, I have a good working relationship with a large IP firm and can arrange representation under this

learning and developing the various skills a lawyer needs in courses and seminars.

I must say that both the larger and the smaller firms tried to give me a sense of being a part of the company, as if I really belonged to their team. At the larger firms, I was even invited to some of their social events, and that was really fun. However, the smaller firms definitely made you feel more comfortable; everything was more friendly and relaxed. But in both types of firms I never felt that I was wasting my time.

My advice to you all is that it's really important to try to do clerkships, starting in your first year of law school. I also think it's valuable to get to know a variety of firms, with different practice areas and different sizes. I'm sure it will help you decide what kind of law you want to practise later, and what kind of law firm you'd feel most comfortable in.

23 (Track 11.Unit 2. L1)

Ms Norris: So, based on all the background information you provided me with, my strongest recommendation is for you to incorporate for the reasons we discussed.

Mr O'Hara: All right. Of course, I trust your judgment. But I'm completely new to this. How does it work exactly? I mean, I assume that the paperwork has to be drafted by you and filed with the State ...

Ms Norris: Well, let me begin by telling you about how the process works in our state, in Delaware. You know, quite a few large corporations choose to incorporate here due to our highly developed corporate legal system.

Mr O'Hara: Right. So what do we have to do first?

Ms Norris: The first thing you have to do is select a name -but the incorporator has to check whether that name is available in the State.

Mr O'Hara: The incorporator?

Ms Morris: That's the person who prepares, files and signs the articles of incorporation and everything necessary for incorporation. Of course, that's something I could do for you.

Mr O'Hara: Got it. Go on.

Ms Norris: Well, I mentioned the articles of incorporation: that's the first main document that needs to be filed. It includes information like the name of the corporation, the address of the corporation and of the corporation's registered office, and the name of the registered agent at that office - that's the person to be served if the corporation is sued.

Mr O'Hara: OK, right. Er, what else do the articles of incorporation include?

Ms Norris: They must state the purpose of the corporation and length of time that the corporation is to exist. The duration can be either perpetual or renewable. Another thing you'd have to provide is information about the capital structure: how much common stock, how much preferred stock, and what are the rights and responsibilities of each. This would be stated in the stock ledger. The stock ledger and the stock certificates are kept with the company records. Any questions?

Mr O'Hara: Er, could you explain what a stock ledger is?

Ms Norris: Sure, that's just a record of each shareholder's ownership in a corporation.

Mr O'Hara: I understand. So, is that all? Are there any other documents we have to file?

Ms Norris: Of course, the other document necessary for the company to function as a corporation is the bylaws ...

Mr O'Hara: Those are the rules of the corporation?

Ms Norris: Exactly: the bylaws are the rules and regulations adopted by a corporation for its internal governance. There's one more thing: you're also required to file the organisational board resolutions.

Mr O'Hara: What are those?

Ms Norris: Well, they're drawn up after the articles of incorporation have been filed

and the bylaws created. That's the time when the first organisational meeting of your corporation will take place. At this meeting, the bylaws are then approved and adopted, officers are elected, and directors are appointed, among other things. All of these decisions are made during this meeting and then set down in the organisational board resolutions, and these resolutions are then filed. Then the incorporation process is complete.

25 (Track 12. Unit 2. L2)

Mr Larsen: Albert Larsen. Good morning. Mr Wiseberg: Good morning, Mr Larsen, this is Ernest Wiseberg speaking - we met last night at the reception at the museum. Mr Larsen: Yes, of course, Mr Wiseberg.

Good to hear from you.

Mr Wiseberg: You said I could give you a call. Am I disturbing you?

Mr Larsen: No, not at all, not at all. You're interested in forming a swimwear company, I recall. A private company limited by shares?

Mr Wiseberg: That's right. I have some experience with company formation, but so far only in the United States. I founded a C corporation with some business associates in Florida some years ago. You're familiar with C corporations?

Mr Larsen: Yes, yes, of course. C corporations are similar to private limited companies in the UK in many ways, particularly in respect of liability, naturally. Shareholders are not personally liable for the debts of the corporation in both a C corporation and a private limited company.

Mr Wiseberg: That's right.

Mr Larsen: But if I'm not mistaken, a C corporation may become a public corporation, with its shares being bought and sold either through a stock market or 'over the counter'.

Mr Wiseberg: Mm-hm.

Mr Larsen: In this respect, a private limited company differs. Its shares are not available to the general public.

Mr Wiseberg: I see.

Mr Larsen: The two types of company are like each other in that both can be founded by persons of any nationality, who need not be a resident of the country. Perhaps this is relevant for you, Mr Wiseberg.

Mr Wiseberg: Yes, it is.

Mr Larsen: And there is one big difference between a C corporation in the US and our private limited company: that's the limit on the number of shares. As 1 recall, there's no limit on the number of shareholders of a C corporation.

Mr Wiseberg: That's right.

Mr Larsen: But that's not the case with a private limited company. The Companies Act stipulates that not more than 50 members can hold shares within the company.

Mr Wiseberg: I see. I didn't know that. But that's not a problem for me.

Mr Larsen: On the other hand, a limited company is comparatively easy to form. You have several options open to you, depending on how soon you want the company formed.

Mr Wiseberg: Well, I'd like to begin operations as soon as possible. Of course, I know I'll have to wait until the paperwork is completed. How long would that take? A couple of days?

Mr Larsen: Well, once you supply all the necessary documents to Companies House, it generally takes a couple of weeks for them to process the documents.

Mr Wiseberg: A couple of weeks! That's much too long. What other options do I have?

Mr Larsen: You could form the company through a company formation agent. The agent would fill in the required forms for you and then submit them to Companies House. It would take around five to eight days before the company may begin to trade.

Mr Wiseberg: That sounds better. Maybe you could tell me where I can find one of these agents. Perhaps you have ...

28 (Track 13. Unit 3. L1)

Mr Young: ... so if there are any questions, I'd be happy to answer them now.

Mrs Whiteman: Mr Young, I've got a question, if you don't mind. In your talk, you mentioned a rights issue. Could you explain to me in detail what a rights issue is?

Mr Young: Well, a rights issue is an issue of new shares for cash to existing shareholders. The shares are issued proportionally, that is, in proportion to the number of shares the shareholders already hold. It's a good way of raising new cash from shareholders. For publicly quoted companies, it's a source of new equity funding.

Mrs Whiteman: I see. But why issue shares to existing shareholders?

Mr Young: From a legal standpoint, a rights issue must be made before making a new issue to the public, and the existing shareholders have what is referred to as the 'right of first refusal' on the newly issued shares. This right is also known as a "preemption right'. Why is this important for the shareholder? Well, when a shareholder takes up these pre-emption rights, he can maintain his existing percentage holding in the company. However, shareholders sometimes waive these rights and sell them to others. Another thing a shareholder can do is to vote to cancel their pre-emption rights.

Mrs Whiteman: What about the price of these shares?

Mr Young: The price at which the new shares are issued is generally much lower than the market price for the shares. You often see discounts of up to 20 or 30 per cent. Mrs Whiteman: Mm, that doesn't really make sense to me. Why would a business offer new shares at a price that's

significantly lower than the current market price of the shares?

Mr Young: There are quite good reasons for doing this, actually. The main reason is to make the offer attractive to shareholders. Also, the aim is to encourage the shareholders either to take up their rights or sell them. The idea behind this is to ensure that the share issue is fully subscribed. That means, of course, that the new shares have all been sold. The price discount has another function, too: it serves as a kind of safeguard if the market price of the company's shares falls before the issue is completed. It makes sense if you think about it: if the market share price fell below the rights issue price, then it'd be very unlikely that the issue would be successful. Naturally, in such a case, shareholders could buy the shares more cheaply on the stock market than by taking up their rights to buy through the new issue.

Mrs Whiteman: So, let me see if I understand you correctly. You said that existing shareholders don't have to take up their rights to buy new shares, is that right?

Mr Young: That's right. Shareholders who don't want to take up their rights are entitled to sell them on the stock market or by way of the company making the rights issue, either to other existing shareholders or new shareholders. In that case, the buyer has the right to take up the shares on the same basis as the seller.

Mrs Whiteman: I see. Are there any other matters connected to rights issues that I should know about?

Mr Young: Just one more thing, perhaps - shareholder reactions. Shareholders may be unhappy about firms continually making rights issues and may have a negative reaction. They may not like being forced to do something -and rights issues force them either to take up their rights or sell them. As a result, they may sell their shares. And