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Legal English Innovation SASCorporations in Legal EnglishGlossary of Key TermsAcquisition: The process of one entity purchasing another for strategic advantages.Articles of Association: (UK English) The document outlining a company's internal rules and procedures, similar to US bylaws.Articles of Incorporation: The primary document filed with a state to create a corporation; formal legal document that establishes a corporation.Bankruptcy: Legal process for dealing with debt when individuals or businesses are unable to pay their debts as they fall due.Board Committees: Subgroups of the board of directors formed to focus on specific...2025-05-2835 minLegal English Innovation SASTypes of CorporationsGlossary of Key TermsPublic Corporation: A type of corporation whose ownership shares are available for trading on public stock exchanges, making them accessible to a wide range of investors.Private Corporation: A type of corporation whose ownership shares are not publicly traded and are typically held by a smaller, select group of investors.For-Profit Corporation: A type of corporation whose primary objective is to generate financial profits for its shareholders or owners.Non-Profit Corporation: A type of corporation organized for charitable, educational, religious, literary, scientific, or other...2025-03-1405 minLegal English Innovation SASA Journey through Time in CorporationsGlossary of Key TermsAssociation: A group of individuals formally organized for a joint purpose.Charter: A formal document granting rights or privileges by a ruler, government, or other authority.Collective Entity: A group or organization that acts as a single unit.General Incorporation Laws: Statutes that allow businesses to become corporations by meeting certain standardized legal requirements, without the need for a specific charter from the government for each individual case.Guild: A medieval association of craftspeople or merchants, often having considerable power and regulating...2025-03-1305 minLegal English Innovation SASWhat is a Corporation?Glossary of Key TermsCorporation: A legal entity separate and distinct from its owners, formed under the laws of a specific jurisdiction.Legal Personality: The recognition of an entity (like a corporation) as having the same rights and responsibilities as a natural person under the law.Limited Liability: A legal principle that protects shareholders from being held personally liable for the debts and obligations of the corporation beyond their investment.Board of Directors: A group of individuals elected by shareholders to oversee the management and strategic direction of a corporation.2025-03-1205 minLegal English Innovation SASThe 7 Key Steps of Compliance ProgramsGlossary of Key TermsCompliance Program: A structured system designed to prevent and detect violations of laws, regulations, and ethical standards.Leadership Commitment: Active and visible support from organizational leaders, demonstrating the importance of compliance.Risk Assessment: The process of identifying, evaluating, and prioritizing potential compliance risks.Policies: Broad statements of principles or rules that guide behavior within an organization.Procedures: Specific instructions and steps on how to implement policies.Training: Educating employees on relevant laws, regulations, policies, and procedures.Communication: Sharing...2025-02-2805 minLegal English Innovation SASLegal Contract Vocabulary TransformationAcceptance: The act of agreeing to the terms of an offer, forming a legally binding contract.Breach of Contract: Failure by one party to fulfill their obligations as specified in the contract.Enforcement: The process of compelling a party to adhere to the terms of a contract, often through legal action.Negotiation: The process of discussing and attempting to reach an agreement on the terms of a contract.Rescission: The cancellation of a contract, returning the parties to their pre-contractual positions.Restitution: Restoring a party to their original...2025-02-2804 minLegal English Innovation SASFake Art: Lack of ComplianceGlossary of Key Terms:Art Authentication: The process of verifying the genuineness and origin of a work of art.Forgery: An imitation or copy of a work of art made with the intention to deceive.Kouros: A type of freestanding ancient Greek sculpture depicting a nude male youth.Marble: A metamorphic rock composed of recrystallized carbonate minerals, commonly used for sculpture and architecture.Provenance: The documented history of ownership of a work of art, from its creation to the present.Scientific Analysis: The use of scientific...2025-02-2707 minLegal English Innovation SASPrepositions in Compliance: In v. OnThe prepositions "on" and "in" can be tricky, especially when discussing abstract concepts like compliance."On" often indicates a surface or a relationship of dependence. Think of something physically on a table. Similarly, a company's reputation depends on its compliance. We also use "on" for topics of focus, like a training program focusing on ethics."In," on the other hand, often refers to containment or location within something. A weakness in the system suggests it's contained within that system. We might find deficiencies in procedures, meaning those flaws are part of or exist within those...2025-02-2603 minLegal English Innovation SASCompliance Voicemail PitchGlossary of Key TermsCompliance Program: A structured system designed to ensure an organization adheres to laws, regulations, and ethical standards.Compliance Consultant: An expert who advises organizations on how to develop, implement, and maintain a compliance program.Brevity: The quality of being concise and expressing much in few words.Persuasion: The act of convincing someone to do or believe something through reason or argument.Voicemail: An audio message left by a caller for the recipient to listen to later, often in lieu of a live conversation....2025-02-2105 minLegal English Innovation SASBuilding Compliance VocabularyGlossary of Key TermsFramework: A basic structure or outline of the compliance program. Provides the initial architecture.To Structure: The way the program is organized and arranged. Relates to how the program is built based on the framework.Foundation: The underlying principles and support for the program. The ethical and legal basis upon which the program is built.Implementation: The process of putting the program into action. The practical application of the compliance strategy.Integration: Combining different parts of the program into a cohesive whole...2025-02-1904 minLegal English Innovation SASBuilding a Robust Compliance ProgramGlossary of Key TermsCompliance: Adherence to laws, regulations, rules, policies, and ethical standards.Compliance Program: A structured system designed to prevent, detect, and address compliance violations.Risk Assessment: The process of identifying, analyzing, and prioritizing potential compliance risks.Policy: A formal statement of principles, rules, and guidelines that governs organizational behavior.Training: Educational programs designed to inform employees about relevant laws, regulations, and company policies.Monitoring: The ongoing process of observing and evaluating compliance with policies and regulations.Reporting: The act of communicating...2025-02-1804 minLegal English Innovation SASDefense Industry Initiative on Business Ethics and Conduct (DII)Defense Industry Initiative on Business Ethics and Conduct (DII): A collaborative effort among defense contractors in the 1980s to establish ethical principles and guidelines, often cited as a foundational example of compliance program development.Self-Governance: An organization's ability to manage its own behavior and ensure it is meeting ethical and legal standards without sole reliance on external oversight.Internal Controls: Processes implemented by an organization to provide reasonable assurance regarding the achievement of its objectives related to operations, reporting, and compliance.Defense Procurement Scandals: A series of unethical activities related to the...2025-02-1706 minLegal English Innovation SASLegal and Ethical Underpinnings of ComplianceGlossary of Key TermsCompliance: Adhering to legal rules, regulations, standards, and ethical principles.Legal Requirements: Mandatory rules, regulations, and laws that organizations must follow.Ethical Principles: Moral guidelines that go beyond legal requirements, emphasizing what is right and just.Integrity: Acting honestly and ethically in all business dealings and interactions.Transparency: Being open and accountable in decision-making processes, ensuring clarity and accessibility.Fairness: Treating all stakeholders equitably, without favoritism or bias.Responsibility: Taking ownership of one’s actions and their consequences.Financial Re...2025-02-1406 minLegal English Innovation SASHistory of ComplianceGlossary of Key TermsCompliance: The act or process of adhering to rules, laws, regulations, standards, or ethical guidelines.Due Diligence: The process of taking reasonable steps to ensure the accuracy, completeness, and legitimacy of information and to identify potential risks.Globalization: The process of international integration arising from the interchange of world views, products, ideas, and other aspects of culture.Jurisdiction: The official power to make legal decisions and judgments; the geographical area within which such authority may be exercised.Multinational Corporation: A corporation that has its...2025-02-1304 minLegal English Innovation SASUnderstanding Compliance VocabularyGlossary of Key TermsAccountability: The state of being responsible and answerable for one's actions and decisions.Adhere (to): To stick to, follow, or comply with a rule, agreement, or plan.Audit: A systematic review or assessment of an organization's processes or records to verify compliance, effectiveness, or accuracy.Breach: To break or violate a law, rule, obligation, or duty.Comply (with): To act in accordance with rules, regulations, or laws; to conform or obey.Control: A means of regulating, managing, or restraining processes, activities, or...2025-02-1205 minLegal English Innovation SASPicture this: Compliance 101Glossary of Key TermsCompliance: The act of adhering to a set of rules, laws, standards, and ethical guidelines. In finance, it refers to the framework institutions and individuals use to ensure that operations and behaviors conform to regulations, internal policies, and ethical expectations.Ethical Behavior: Actions and decisions that are based on principles of honesty, integrity, and fairness. In finance, it involves avoiding conflicts of interest, treating clients fairly, and acting with due diligence.Fiduciary Responsibility: A legal and ethical obligation of a person or institution to act in the best...2025-02-1204 minLegal English Innovation SASArt Forgery in ActionGlossary of Key TermsKouros: A type of free-standing ancient Greek sculpture depicting a nude young male, often in a rigid, frontal pose, typical of the Archaic period.Forgery: The act of creating a false copy of something, especially with the intent to deceive or defraud, as in creating a false work of art.Authentication: The process of verifying the genuineness or originality of an object, such as a historical artifact or a work of art.Provenance: The history of ownership of a work of art or historical object from...2025-02-0505 minLegal English Innovation SASWhat is Compliance?Glossary of Key TermsCompliance: The act of adhering to rules, laws, and regulations established by governing bodies, both internal and external.Regulations: Rules or directives issued and enforced by an authority, designed to govern behavior or activities in a specific area.Jurisdictions: The official power to make legal decisions and judgements over specific territories or areas.Non-Compliance: Failure or refusal to obey rules, laws, or regulations.Reputational Damage: Harm to an organization's public image or standing as a result of negative actions or associations....2025-02-0405 minLegal English Innovation SASPrepositions in Legal English: "By" vs "For"Glossary of Key TermsPreposition: A word that shows the relationship between a noun or pronoun and other words in a sentence (e.g., by, for, with, in, at).Agent: The person or thing that performs an action. In a sentence, the agent is the performer.Purpose: The reason for which something is done or created. In a sentence, the purpose explains why an action occurred or why something was created.Passive Voice: A sentence construction in which the subject receives the action, rather than performing it, often...2025-01-3103 minLegal English Innovation SASVocabulary for Raising CapitalGlossary of Key TermsSeed Funding: Early-stage funding provided to a new business to help it get started.Debt Financing: Borrowing money that must be repaid over time with interest.Incubator: A company or organization that helps early-stage startups grow by providing resources, mentorship, and networking opportunities.Accelerator: A program that supports startups, often through intensive workshops, mentorship, and access to funding, to accelerate their growth rapidly within a specific timeframe.Burn Rate: The rate at which a company is spending its capital.Valuation:...2025-01-3004 minLegal English Innovation SASSecurities Law VocabularyGlossary of Key TermsAsset: Something of value that a person or company owns.Capital: Money used to start or grow a business.Commodity: Raw materials, like oil or gold, that are traded.Dividend: A share of profits paid to shareholders.Equity: Ownership in a company, represented by stock.Exchange: A marketplace where securities are bought and sold.Index: A benchmark that tracks the performance of a group of stocks.2025-01-2907 minLegal English Innovation SAS1.8 SEC v WJ HoweyGlossary of Key TermsInvestment Contract: A contract, transaction, or scheme where a person invests money in a common enterprise with the expectation of making a profit primarily from the efforts of others.Howey Test: A legal test established in SEC v. W.J. Howey Co. (1946) used to determine if a transaction qualifies as an "investment contract" and thus is a security under federal law.Securities Act of 1933: A U.S. federal law that requires the registration of securities with the Securities and Exchange Commission (SEC) and aims to ensure...2025-01-2805 minLegal English Innovation SAS1.4 Dutch East India CompanyGlossary of Key TermsDutch East India Company: A Dutch trading company founded in 1602 that held a monopoly on trade with the East Indies.Stock: A share of ownership in a company.Monopoly: Exclusive control over a particular product or service.Colonialism: The policy or practice of acquiring full or partial political control over another country, occupying it with settlers, and exploiting it economically.Trading post: A settlement or station for merchants or traders, especially in a remote or unpopulated area.Capital: Financial assets...2025-01-2703 minLegal English Innovation SAS1.7 Passive Voice in Securities LawGlossary of Key TermsPassive Voice: A grammatical construction where the subject of a sentence receives the action rather than performs it.Securities: Financial instruments that represent ownership (stocks) or debt (bonds) in a company or government entity.Dividends: A portion of a company's profits distributed to shareholders, often in cash or additional shares.Common Stock: A type of security representing basic ownership in a company and typically grants voting rights to the holder.Preferred Stock: A type of security representing ownership in a company that...2025-01-2706 minLegal English Innovation SAS1.5 The Role of UnderwritersGlossary of Key TermsUnderwriter: A financial intermediary, typically an investment bank, that helps companies issue and sell securities to investors.Securities: Financial instruments that represent an ownership interest in a company (stocks) or a debt obligation (bonds).Stocks: Shares of ownership in a corporation that entitle the holder to a portion of the company's profits and voting rights.Bonds: Debt securities issued by companies or governments that represent a loan with a promise to repay the principal amount with interest at a future date.Initial Public...2025-01-2306 minLegal English Innovation SAS2.0 Raising CapitalGlossary of Key TermsInitial Public Offering (IPO): The process by which a private company offers shares to the public for the first time.Underwriter: A financial institution that helps a company prepare for an IPO, assesses investor interest, and guarantees the sale of shares.Securities and Exchange Commission (SEC): A U.S. government agency responsible for overseeing and regulating the securities markets.Securities Disclosure: The process of providing transparent and accurate information about a company's financials, operations, and risks to potential investors.2025-01-2204 minLegal English Innovation SASStocks, Bonds, Options & Mutual FundsGlossary of Key TermsCommon Stock: A security representing ownership in a company, granting shareholders voting rights and potential for dividends and capital appreciation.Bonds: Debt securities representing loans made by investors to companies or governments, with the issuer obligated to repay principal and interest.Options: Contracts granting the right, but not the obligation, to buy or sell an underlying asset at a specified price on or before a specific date.Mutual Funds: Investment vehicles pooling money from multiple investors to purchase a diversified portfolio of securities, managed by professionals.2025-01-2106 minLegal English Innovation SASTypes of SecuritiesEquity securities, primarily common stock, signify ownership in a company, granting voting rights and potential dividend payments. In contrast, debt securities, such as bonds, represent a loan relationship where the issuer (borrower) promises to repay the principal and interest to the bondholder (lender). This distinction highlights the core difference between owning a piece of a company versus lending it money. The passage provides a basic understanding of these two main types of securities.Need Classes? Legal English innovation has several classes weekly, focusing on commercial law and other areas to help...2025-01-2002 minLegal English Innovation SASThe Peppercorn TheoryConsideration: Something of value exchanged between parties in a contract.A grasp of something: An understanding or comprehension of a concept or subject.Blow your mind: To be astonished or amazed by something.A peppercorn: A small, dried fruit of a pepper plant, often used metaphorically to represent something of very small value.A riddle: A question or statement intentionally phrased so as to require ingenuity in ascertaining its answer or meaning. To enter into a c...2025-01-1805 minLegal English Innovation SASContract Law BasicsKey Concepts:Contract: A legally binding agreement between two or more parties that creates mutual obligations enforceable by law.Unilateral Contract: A contract where one party makes a promise in exchange for another party's action. Acceptance of the offer is the performance of the action.Bilateral Contract: A contract where two parties exchange mutual promises to be performed in the future.Offer: A proposal to enter into a contract, outlining specific terms and conditions.Acceptance: Agreement to the terms of an offer, creating a binding contract.2025-01-1705 minLegal English Innovation SASThe 5 Elements of a Contractlegally binding: An agreement that creates legal obligations enforceable in court.to regurgitate textbook: To repeat information from a textbook without understanding.to kick off: To begin or start something.a valid offer: A proposal made with the intention to be bound, with clear terms.vague language: Words or phrases that are unclear or imprecise.down the line: In the future.consideration: Something of value exchanged between parties in a contract.2025-01-1605 minLegal English Innovation SASSilence as Acceptance: Felthouse v BindleyThe legal issue in Felthouse v Bindley centers around the formation of a valid contract, specifically whether silence or a failure to reject an offer can be considered acceptance.Here's a breakdown of the issue:Offer: Paul Felthouse offered to buy a horse from his nephew. He stated in his offer, "If I hear no more about him, I consider the horse mine..." This created a condition where the nephew's silence would be deemed as acceptance.Silence as Acceptance: The nephew did not explicitly accept his uncle's offer but intended to sell...2025-01-1404 minLegal English Innovation SASPromises, Ms. Purrrfect, and PinotVocabulary BreakdownA Different Ball Game: A situation that is completely new or different, requiring a new approach or strategy.Legally Binding: An agreement or promise that is enforceable by law.Hold Up a Bargain: To fulfill one's part of an agreement.To Be Entitled: To have the right to something, often a benefit or privilege.Safe and Sound: Free from harm or danger.Exercise a Right: To put a right or privilege into action; to use it.An Animal Shelter: A...2025-01-1305 minLegal English Innovation SASContractual Certainty: Gibson v Manchester City CouncilImagine a landmark case about council house allocation. The case hinges on a seemingly small word in the housing act, and the judge's decision could have high stakes for many people. One side presents a bombshell piece of evidence. Lawyers use fancy jargon to argue their points, and the judge has to ponder the implications of the quirk in the law. Finally, the judge makes a decision, wrapping up the case and leaving the door open for possible appeals.Vocabulary ListBinding (adj.): Creating a legal obligationBombshell (n.): A...2025-01-1003 minLegal English Innovation SASSilence as Acceptance in Contract LawLegal Concepts & Practices Prior dealings: Past interactions or transactions between parties.A long-standing agreement: An agreement that has been in place for a considerable amount of time.Course of dealings: A pattern of conduct between parties in previous transactions.A precedent: A legal decision or case that serves as an example or authority for deciding similar cases in the future.To hold up: To remain valid or effective, especially under scrutiny or challenge.To be murky: To be unclear, vague, or ambiguous.Unspoken r...2025-01-0906 minLegal English Innovation SASConsideration in Contract LawVocabulary BuilderTo tackle: To confront or deal with a challenge or problem. (e.g., "The lawyers decided to tackle the issue of liability head-on.")Consideration: Something of value exchanged between parties to make a contract binding. (e.g., "The consideration for the lease was the monthly rent payment.")To enter into: To formally become involved in an agreement or contract. (e.g., "The parties entered into a binding arbitration agreement.")To unpack something: To analyze or explain something in detail. (e.g., "The judge carefully unpacked the...2025-01-0704 minLegal English Innovation SASOffers in Contract LawBasic Contract TermsTo tackle: To begin to deal with a difficult task or problem. In a legal context, this could mean taking on a complex case or legal issue.To enter into: To formally agree to something, like a contract or agreement.To be legally bound: To be obligated to do something because of a law or contract.To take to court: To initiate legal proceedings against someone.To throw out of court: When a judge dismisses a case, often due to lack of evidence...2025-01-0604 minLegal English Innovation SASGreenmail: Corporate Takeovers and Ethical ConcernsGreenmail is a controversial corporate takeover defense where a company buys back its shares from a hostile bidder at a premium to prevent a takeover. This practice, considered by some to be corporate blackmail, raises ethical concerns because it rewards aggressive behavior, dilutes shareholder value, and protects management. While not illegal, greenmail's legality can be challenged if it unjustly benefits management or harms shareholders. Ultimately, it presents a complex issue regarding fairness and transparency in corporate governance.Need Classes? Legal English i...2024-12-2804 minLegal English Innovation SASFlip-Over Poison PillThis tactic, triggered when an acquirer surpasses a specified ownership threshold, allows existing shareholders (excluding the acquirer) to buy shares in the merged company at a discounted price. A key element is the conversion price, offering a significant reduction compared to the market value. The text uses a hypothetical example involving "Hostile Inc." and "Woke Inc." to illustrate how the strategy could dilute the acquirer's ownership and potentially deter a hostile takeover. The duration of the shareholder's right to purchase shares at the discounted price is also a critical component.Need Classes? 2024-12-2704 minLegal English Innovation SASFlip-In Poison Pill StrategyA flip-in poison pill is triggered when an acquirer reaches a predetermined ownership threshold, allowing existing shareholders (excluding the acquirer) to purchase additional shares at a discounted price. This dilutes the acquirer's stake, making the takeover more expensive and less attractive. The explanation uses the example of Woke Inc. facing a hostile takeover by Hostile Inc. to illustrate how a flip-in poison pill functions. Need Classes? Legal English innovation has several classes weekly, focusing on commercial law and other areas to help you communicate better with your c...2024-12-2606 minLegal English Innovation SASTypes of Poison Pills - M&A in Legal EnglishPoison pills dilute the acquiring company's ownership stake, making the takeover more expensive and challenging. Two main types are detailed: flip-in pills, which allow existing shareholders to buy discounted shares, and flip-over pills, granting post-merger discounted share purchases. These tactics significantly hinder hostile takeover attempts. The overall goal is to deter unwanted acquisitions by increasing their cost and complexity.Need Classes? Legal English innovation has several classes weekly, focusing on commercial law and other areas to help you communicate better with your clients.2024-12-2403 minLegal English Innovation SASEarn-out Agreements in M&AVocab List (M&A Focused)To come knocking: For an acquisition target to become available or express interest in being acquired.Example: "When a company with valuable intellectual property comes knocking, you have to consider an acquisition."Hit a target: To achieve a specific M&A objective (e.g., synergy targets, valuation goals).Example: "The acquisition hit the target for cost savings, exceeding initial projections."The whole shabang: Acquiring the entire company, including all assets and liabilities.Example: "Instead of just buying a division, they decided to go for the...2024-12-1705 min