1595

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however, views the litigation process in its entirety, looks for strategic gaps, and plots new courses of action. Such a manager is likely to become the winner rather than the loser in litigation.

Lack of knowledge about business law and the litigation process keeps many firms from taking full advantage of legal strategy. Many managers are well trained in every business subject from capital budgeting to advertising, yet they cannot describe the difference between a state court and a federal court or a summary judgment and an injunction. Such lack of knowledge increases business vulnerability to legal action and contributes to the common perception of lawyers as the enemy. It prevents managers from seeing that lawyers can offer solutions to business problems, and suggest creative uses of law to move the business forward.

Top managers need to put the litigation process and its players in perspective. Lawyers are only one group of players in this complex game. They are specialists in advising individuals and organizations on their rights within the law. Judges are specialists in determining the scope of those rights. Legislators, chosen through the democratic process, establish the legal rights of individuals and corporations. Put another way, the judges are the litigation game's referees; they try to ensure that everyone plays by the rules. The legislators make the rules, and the lawyers advise their clients on interpretation of the rules and represent the clients on the playing field — the courts. Managers need to see themselves as coaches selecting the strategy by which their firm plays the legal game. To choose the most appropriate strategy, managers must understand that litigation is not an event but an ongoing process, one in which they must take an active role if their firm is to optimize its financial performance. They must understand that they, not the lawyers, control the process. They must learn to work with all players in the legal game.

Vocabulary Notes

1.Pitfall– опасность, ловушка, западня

2.Legal action – судебное дело, судебный иск

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3.In its entirety plot – во всей полноте

4.Court-house - помещение суда

5.Court-room – зал судебных заседаний

6.Judgment – судебное решение

7.Summary judgment – решение, вынесенное в порядке упрощенного,

суммарного производства

8.Injunction – судебный запрет, запретительная норма

9.Vulnerability - уязвимость

10.Legislate - законодательствовать

11.Legislative - законодательный

12.Legislator - законодатель

13.Legislature – законодательная власть. Законодательный орган

14.Ongoingнепрерывный, постоянный

Read the text again and answer the following questions:

1.What kind of opportunities do you think the litigation process can provide?

2.What do problem-centered managers see in the litigation process?

3.How do opportunity-centered managers view the litigation process?

4.Why should business managers have some knowledge about business law?

5.Why do some business managers regard lawyers as the enemy?

6.What can lawyers do to help move the business forward?

7.On what subjects do lawyers advise individuals and organizations?

8.How are legislators chosen?

9.If the court of law is a playing field, what is the role of the judge?

Match the words with their definitions:

1.State court

2.Legislation

3.Judge

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4.Court

5.Federal court

a.The person who is in charge of and decides cases in a court

b.A court that applies the laws of a central government

c.A law or set of laws that is formally decided and put in force by a government

d.Investigates cases that are concerned with state laws, not national laws

e.A place where justice is administered

Fill in the gaps with prepositions:

1.Shakespeare's line ... lawyers

2.Often quoted ... managers

3.Looks ... strategic gaps

4.Lack ... knowledge

5.Full advantage ... legal strategy

6.Well trained ... every business subject

7.The difference ... a state court and a federal court

8.Vulnerability...legal action

9.Prevents managers ... seeing

10.Contributes ... common perception ... lawyers as the enemy 11.Specialists ... advising individuals and organizations 12.Their rights ... the law

13.Everyone plays ... the rules

14.Chosen ... the democratic process

15.Advise their clients ... interpretation ... the rules

Over to you

Write an essay (around 300 words) on “Lawyers help to move a business forward”

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Unit 3

The Firm and Its Attorney

Get started

What is an attorney? What functions of an attorney can you list?

Read the following text and compare your answers with the answers given in

the text

With the advent of increased government regulation, businesses have become more apt to call upon lawyers to assist them through the «red tape». In the past a business usually did not contact lawyers until a problem arose, for example, when it was sued or when a distributor would not pay an outstanding debt. However, more and more businesses are concerned with preventive law, in attempts to avoid the unfavorable consequences that accompany uninformed business practices. Business managers today have a more ongoing relationship with the lawyers than they had in the past and thus need to know exactly how lawyers function.

Lawyers have a common base of training: law school. In law school, the lawyer receives generalized training enabling him or her to adapt to a wide range of tasks. The average person thinks lawyers know the law. It is more accurate, however, to say that lawyers are generally versed in an array of legal principles and they know how to find the relevant law and to apply it to particular circumstances. It is this general training and ability that equip a lawyer for various specialized tasks.

The lawyer practices preventive law by counseling the business client. Wise counsel can avoid a host of problems; for example, advising a corporation regarding the legal consequences of a merger might avert potential antitrust problems. As a counselor, the business lawyer must be imaginative and perceive the range of alternative courses of action and foresee the probable legal consequences that attach to each. To do this the business lawyer must be versed in the multidimensional operations and activities of the business firm.

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The role of investigator is often preliminary to the role of counselor or advocate. The lawyer needs to accumulate potentially useful information and then to extract the data pertinent to the particular task. This takes cooperation with business client who knows the intrafirm operations and where to find specific documents. During the course of the investigation the attorney may uncover damaging information even evidence of criminal activity. The attorney owes allegiance to the client. Although an attorney is deemed an officer of the court and cannot counsel a client to participate in illegal activities, nonetheless the canons of ethics, as constituted at present, do not require the attorney to “blow the whistle”.

The business lawyer drafts documents for the firm. Contracts, deeds, corporate instruments, and securities registration statements are just a few of the documents that are commonly prepared by lawyers. Good drafting is important to void adverse consequences. In this respect, drafting is a form of preventive law.

The lawyer possesses negotiating skills. The role of the negotiator is akin to that of the advocate. The lawyer presents the client's strongest arguments in order to achieve the best result possible. Negotiation may be necessitated by a dispute with a regulatory agency, another business, or the customer. Successful negotiation resulting in a settlement often avoids costly suits, work stoppages, and alter undesirable economic consequences.

In the capacity of an advocate, the lawyer is called upon to represent the client’s interest. This may occur in a court, before an administrative agency or a legislative body, or in another arena. The lawyer's duty, as an advocate, is to present the facts and the law in the light most favorable to the client. Of course, the opponent’s lawyer will be doing the same. This is the adversary system, which enables the judge or other hearing officers to examine the full range of arguments before arriving at a reasoned decision.

Vocabulary Notes

1.Attorneyюрист, адвокат, поверенный, прокурор, атторней

2.Attorney Generalгенеральный прокурор (англ.), министр юстиции

(амер.)

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3.Attorney’s license - лицензия, дающая право на адвокатскую практику

4.By attorney - по доверенности, через поверенного

5.Defense attorney - защитник

6.General power of attorney – общая доверенность

7.Letter of attorney - доверенность

8.Power of attorney - доверенность

9.Warrant of attorney - доверенность

10.Attorney-client privilegeправо клиента на конфиденциальность общения с адвокатом

11.Attorney-lien – право адвоката на держание денег или собственности клиента до выплаты причитающейся адвокату суммы

12.Attorney ship – положение, статус адвоката

13.Advent – приход, появление

14.Apt – склонный, уместный

15.Red tape - бюрократизм

16.Sue – предъявлять иск

17.Outstanding debt– невозвращенный долг

18.Ongoing - постоянный

19.Adapt - адаптировать

20.Accurate - точный

21.Versed – опытный,

22.Array – множество, совокупность

23.Relevant– относящийся к делу

24.Apply – применять (ся)

25.Counsel – юрист, группа юристов, советовать. 26.Counselor – адвокат, советник, консультант, юрисконсульт

27.Merger - слияние

28.Avertпредотвратить

29.Imaginative - обладающий творческим воображением

30.Company lawyer - юрисконсульт

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31.Corporation lawyer - юрисконсульт

32.Business lawyer - юрисконсульт

33.Multidimensional - многоаспектный

34.Investigator -следователь

35.Investigation – расследование, следствие

36.Investigative– занимающийся расследованием

37.Preliminary - предварительный

38.Intrafirm - внутрифирменный

39.Allegiance – деятельность, преданность

40.Deem – считать, рассматривать

41.Officer of the court – должностное лицо суда

42.Constitute – составлять, учреждать, вводить в силу

43.Drafter – составитель проектов документов

44.Drafting – составление проекта документа

45.Corporate deed – корпоративный документ за печатью

46.Statement – заявление, изложение

47.Negotiator – лицо, ведущее переговоры

48.Negotiations – переговоры, обсуждение условий

Read the text again and answer the following questions:

1.When did a business usually contact a lawyer in the past?

2.Are more and more businesses concerned with preventive law?

3.What kind of training do lawyers receive in law schools?

4.How does a lawyer practice preventive law?

5.How must the business lawyer work in a business firm if he or she has position of counselor?

6.What is the role of an investigator?

7.What happens if the investigator uncovers some damaging information at during the course of the investigation?

8.What documents does the business lawyer draft?

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9. Why is good drafting important?

10.Which of the client's arguments does a good negotiator present? 11.Who may disputes arise with?

12.When does the lawyer have to act in the capacity of advocate?

Match the words with their definitions:

1.Evidence

2.Settlement

3.Statement

4.Negotiate

5.Pertinent

a.A document that states exactly what a person has seen or experienced

b.To come to an agreement over a difficult situation

c.Something that can be used to demonstrate that a statement is true

d.Related to the case at hand

e.An agreement between two legal parties that is reached through negotiation, rather than by a court ruling

Fill in the gaps with prepositions:

1.More and more businesses are concerned ... preventive law

2.To adapt ... a wide range of tasks

3.To apply it ... particular circumstances

4.Equip a lawyer ... various specialized tasks

5.Practices preventive law ... counseling the business client

6.A host ... problems

7.Alternative courses ... action

8.Preliminary ... the role of counselor or advocate

9.Cooperation ... the business client

10.During the course ... the investigation

11.Evidence ... criminal activity

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12.Owes an allegiance ... the firm

13.Drafts documents ... the firm

14.Successful negotiation resulting ... a settlement

15.In the light most favorable ... the client

Read the job adverts for the position of an attorney and list the candidate’s primary responsibilities

Smith and Stanwell attorneys seek a business attorney to join our team

The candidate must have extensive knowledge of legal contracts. Our firm works with many manufactures. You must be able to draft a requirements contract and a distribution agreement. Often, clients seek a standard agreement of sale, but a severable contract may be needed as well. Further, you must be able to recognize an adhesive contract or a breach of contract and fight for our clients if they have been wronged. This includes implied contracts. It will be up to you to maintain and update contracts of employment, to guarantee that our clients are following all legal guidelines. Some companies may require a bilateral contract or a unilateral contract when working with outside agents.

Finally, you must have the financial and legal knowledge to assist clients with business loan agreements.

Send your resume to the address below.

Smith and Stanwell. 105 Mountain Ave. Pelton, WI 53274

Vocabulary notes

1.Requirements contract – контракт на обслуживание (договор, по которому поставщик обязуется поставлять в течение определенного времени все необходимые товары или оказывать все необходимые услуги данному клиенту)

2.Severable contract – делимый договор

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3.Adhesive contract – договор о присоединении, договор на основе типовых условий

4.Breach of contract – нарушение контракта

5.Be wrong – ошибаться

6.Implied contract – подразумеваемый договор, договор на основе конклюдентных действий, квази-договор

7.Bilateral contract – контракт, заключенный между двумя сторонами,

накладывающий какие-либо обязательства на каждую из сторон;

двусторонний договор

8.Unilateral contract – односторонний контракт; контракт, перед заключением которого одна из сторон уже выполнила все свои обязательства; односторонняя сделка

Match the words with their definitions:

1.Agreement of sale

2.Loan agreement

3.Contract of employment

4.Bilateral contract

5.Unilateral contract

a.A legally binding agreement between employers and employees

b.A document that details the terms and conditions of a purchase

c.An agreement for one party to pay for another party’s work

d.A contract between a lender and a borrower

e.A contract in which both parties exchange promises to perform certain things

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