SAMPLE OF MID TERM EXAM

LEGAL ENGLISH FUNDAMENTALS

SECTION I – LISTENING COMPREHENSION (5 PTS.)

Part I (3.00 PTS.) (1.0 pt / correct answer)

Listen to Richard, a law student, talking to a group of first-year law students at an orientation
event at law school. He tells them about his experience as a clerk in different law firms. Answer
the following questions: Each part will be played twice.

1) Why do the professors encourage students to do work experience?

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2) How long have Richard’s clerkships generally lasted?

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3) What is Richard’s final piece of advice?

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Part II (2.00 PTS.) (0.16 pt / correct answer)

Listen again and tick the advantages of small and large firms Richard mentions. In two cases, he
says both types of firm have the same advantage.

ADVANTAGES SMALL FIRMS LARGE FIRMS

More autonomy and responsibility
Opportunity to work on prestigious cases
Chance to rotate through different practice areas
Asked to write briefs and letters
Allowed to conduct research and manage court
books
Opportunity to make many contacts
More training offered
Made to feel part of a team
Invited to participate in social events
Family-like atmosphere
Made good use of time
SECTION II - READING COMPREHENSION (5 PTS.)

Below is an extract from the articles of incorporation of a US company. Read through the text
quickly and tick the issues it addresses.

“The power to alter, amend or repeal the bylaws or to adopt new bylaws shall be vested in the
Board of Directors; provided, however, that any bylaw or amendment thereto as adopted by the
Board of Directors may be altered, amended or repealed by a vote of the shareholders entitled
to vote for the election of directors, or a new bylaw in lieu thereof may be adopted by vote of
such shareholders. No bylaw which has been altered, amended or adopted by such a vote of the
shareholders may be altered, amended or repealed by vote of the directors until two years shall
have expired since such action by vote of such shareholders. […]

“The Corporation shall keep as permanent records minutes of all meetings of its shareholders
and directors, a record of all actions taken by the shareholders or the directors without a meeting,
and a record of all actions taken by a committee of the directors in place of the Board of Directors
on behalf of the Corporation. The Corporation shall also maintain appropriate accounting records.
The Corporation, or its agent, shall maintain a record of its shareholders in a form that permits
preparation of a list of the names and addresses of all shareholders, in alphabetical order, by
class of shares, showing the number and class of shares held by each.”

Part 1 ( 1.00 pt.)

Read through the text quickly and tick the issues it addresses:

1) Appointing members of the Board of Directors ……….

2) Changing corporation bylaws ……….
3) Procedures for holding a vote of the shareholders ………..
4) Stipulations for keeping corporation records ………...

Part 2 (2.00 pts.)

Read the text again and decide whether these statements are TRUE (T) or FALSE (F):

1) The board of directors only has the power to change the bylaws if the shareholders in
turn have the power to amend any changes made by the board of directors. TRUE
FALSE

2) The board of directors is proscribed at all times from changing any bylaw which has been
altered by a vote of the shareholders. TRUE FALSE

3) Records must only be kept of decisions reached by shareholders and directors in the
course of a meeting. TRUE FALSE

4) Records of the shareholders must list the number of shares they own. TRUE FALSE

Part 3 (2.00 pts.)

For each of these words or phrases, find the italicized word(s) in bold in the text that most closely
match(es) its(their) meaning:

1) passed …………………..
2) who have the right to …………………..
3) instead of …………………..
4) on condition …………………..
5) cancelled ……………………
6) revised ……………………
SECTION III – LEGAL CONCEPTS (5 PTS)

Part 1 (2.00 pts.)

Read the following legal concepts and statement and determine whether they are TRUE (T)
or FALSE (F). Circle the corresponding answer:

1.- An answer is an official order from a court for a person to stop doing something. T F
2.- A motion is an application to a court to obtain an order, ruling or decision. T F
3.- An auditor is a member of the company by virtue of the acquisition of shares. T F
4.- The duty of confidentiality is owed to companies by employees. T F
5.- Shareholders may not waive their pre-emption rights by special resolution. T F
6.- Supervisory boards are not the same as Boards of Directors. T F
7.- A consolidation takes place when one company is absorbed into another. T F
8.- A voluntary winding-up is when a company decides to liquidate all of its assets. T F
9.- Duress is not a defense to contract formation. T F
10.- The entire agreement clause is also called the merger clause. T F

Part 2 (3.00 pts)

Answer briefly the following questions:

1) Which are the two basic documents in the formation or “constitution” of a company or
corporation?

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2) Mention four( 4) different types of contractual clauses.

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3) What is meant by: a) DBA filing b) Stock Ledger

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SECTION IV – GRAMMAR USAGE IN LEGAL CONTEXTS (5 PTS)

Give the corresponding generalizing or abstract noun for the following verbs:

1.- associate …………………………………………………

2.- manage …………………………………………………

3.- appoint …………………………………………………

4.- restrict ………………………………………………….

5.- assign ………………………………………………….

6.- reject ………………………………………………….

7.- provide …………………………………………………..

8.- enforce …………………………………………………..

9.- constitute ……………………………………………………

10.- induce ……………………………………………………