The new capitals of law

奥巴马演讲呼吁用新的华尔街改革法案保护美国人民Hi, everybody.It's now been four years since a crisis that began on Wall Street spread to Main Street, hammering（锤击，敲打）middle-class families and ultimately costing our economy 9 million jobs.Since then, we've fought our way back. Our businesses have added more than 5 million new jobs. The unemployment rate has fallen to the lowest level since I took office. Home values are rising again. And our assembly lines are humming once more. And to make sure America never goes through a crisis like that again, we passed tough new Wall Street reform to end taxpayer-funded bailouts for good.Wall Street reform also created the first-ever independent consumer watchdog, whose sole job is to look out for you. That means making sure you've got all the information you need to make important financial decisions like buying a home or paying for college. And it means going after anyone who tries to take advantage of you, or rip you off.Starting this month, that includes the folks who come up with your credit score. If you haven't checked out your credit score recently, you should. It can have a major impact on your life. It can determine whether or not you qualify for a loan or what kind of interest you have to pay.It can even affect your chances at renting an apartment or getting a job. But here's the thing: the companies that put your credit score together can make mistakes. They may think you had a loan or a credit card that was never yours. They may think you were late making payments when you were on time.And when they mess up, you're the one who suffers. Until this week, if you had a complaint, you took it to the company. Sometimes they listened. Sometimes they didn't. But that was pretty much it. They were your only real hope. Not anymore.If you have a complaint about your credit score that hasn't been properly addressed, you can go to /complaint and let the consumer watchdog know. Not only will they bring your complaint directly to the company in question, they'll give you a tracking number, so you can check back and see exactly what's being done on your behalf.And fixing your credit scoreisn't the only thing they can help with.If you're opening a bank account, trying to get a student loan, or applying for a credit card and something doesn't seem right, you can let them know and they'll check it out. If you're looking to buy a home, and you want to know if you're getting a fair deal on your mortgage, you can give them a call and they'll get you an answer.Their only mission is to fight for you. And when needed, they'll take action.For example, alongside other regulators, they recently ordered three big credit card companies to return more than $400 million to folks who were deceived or misled into buying things they didn't want or didn't understand.That's what Wall Street reform is all about—looking out for working families and making sure that everyone is playing by the same rules.Unfortunately, that hasn't been enough to stop Republicans in Congress from fighting these reforms. Backed by an army of financial industry lobbyists, they've been waging an all-out battle to delay, defund and dismantle 1 these new rules. I refuse to let that happen. I believe that the free market is one of the greatest forces for progress in human history, and that the true engine of job creation in this country is the private sector 2 , not the government.But I also believe that the free market has never been about taking whatever you want, however you can get it. Alongside our innovative 3 spirit, America only prospers 4 when we meet certain obligations to one another, and when we all play by the same set of rules. We've come too far—and sacrificed too much—to go back to an era of top-down, on-your-own economics.And as long as I'm President, we're going to keep moving this country forward so that everyone—whether you start a business or punch a clock—can have confidence that if you work hard, you can get ahead.Thanks and have a great weekend.■文章重点单词注释：1dismantlevt.拆开，拆卸；废除，取消参考例句：He asked for immediate help from the United States to dismantle the warheads.他请求美国立即提供援助，拆除这批弹头。

新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.)Chapter One: General ProvisionsChapter Two: Incorporation and Organizational Structure of a Limited Liability Company Section One IncorporationSection Two Organizational StructureSection Three Special Provisions on One-Person Limited Liability CompaniesSection Four Special Provisions on Wholly State-owned CompaniesChapter Three: Share Transfer of a Limited Liability CompanyChapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company Section One EstablishmentSection Two General Meeting of ShareholdersSection Three Board of Directors and General ManagerSection Four Board of SupervisorsChapter Five Issue and Transfer of Shares of Joint Stock Limited CompaniesSection One Issue of SharesSection Two Assignment Of SharesChapter Six: Qualifications and Obligations of Directors, Supervisors and Senior OfficersChapter Seven: Company BondsChapter Eight : Financial and Accounting Affairs of CompanyChapter Nine:Merger and Division of Company, Increase and Decrease of Registered CapitalChapter Ten: Dissolution and Liquidation of CompanyChapter Eleven : Branch of Foreign CompanyChapter Twelve: Legal LiabilitiesChapter Thirteen : Supplementary ProvisionsChapter One: General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2The term 'company' referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions. In the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article 4The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel in accordance with the law.Article 5In conducting its business, a company must abide by laws and administrative rules and regulations, observe social morals and business ethics, conduct businesses in good faith, subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article 6A company shall apply to the company registration authority for establishment registration. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies; while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws, administrative rules and regulations provide that incorporation of companies must be subject to examination and approval, the procedures of examination and approvalshall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority. The company registration authority shall provide such inquiry service.Article 7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law. The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company, registered capital, paid-in capital, business scope, the name of the legal representative, etc. In the event of any change to the registration item of the business license, a company shall undergo alteration registration procedures with the company registration authority in accordance with the law, after which a new business license shall be issued to the company.Article 8A limited liability company established according with this Law must clearly indicate the words 'limited liability company' in its name.A joint stock limited company established according to this Law must clearly indicate the words 'joint stock limited company' or ‘joint stock company’ in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law. Where a limited liability company is converted into a joint stock limited company or vice versa, the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated in accordance with the law when a company is incorporated. A company's articles of association shall have binding force on the company, its shareholders, directors, supervisors and senior officers.Article 12A company's scope of business shall be defined in its articles of association and registered in accordance with the law. A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws, administrative rules and regulations shall be approved in accordance with the law.Article 13The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change shall be registered in accordance with the law.Article 14A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of enterprise legal persons, and shall independently bear civil liabilities in accordance with the law.Article 15A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article 16Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interests of their staff and workers, sign labor contracts with them and cover them with social insurances in accordance with the law, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protectthe lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration, work hours, welfare, insurance, labor security, etc. in accordance with the law.Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek advice and suggestions from its staff and workers.Article 19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article 20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’s creditors.Where the abuse of shareholders’ rights causes any loss to the company or other shareholders, such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts ofthe company.Article 21The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for compensation.Article 22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors, the company shall, after the people’s court declares such resolution null and void or revokes the same, shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two: Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders conforms to the statutory quorum;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association of the company;(4) The company has a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company has a domicile.Article 24A limited liability company shall be incorporated by not more than fifty (50) shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method, amount and time of capital contributions by the shareholders;(6) the organization of the company, its method of creation, functions and powers and therules of procedure;(7) the legal representative of the company;(8) other items which the shareholders deem necessary to be specified. Shareholders shall sign and execute the article of association of the company.Article 26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority. The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent (20%) of the registered capital or the minimum amount prescribed by the law, the remaining of which shall be fully paid up within two years of the establishment of the company. In the case of an investment company, the remaining amount of the registered capital may be paid up within five years of the establishment of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30, 000. Where laws and administrative regulations provide for more than the minimum amount, such provisions shall apply.Article 27Except for assets forbidden to be used as contribution by laws and administrative regulations, a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification, and shall not be overvalued or undervalued. Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property, such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent (30%) of the amount of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established. Where a shareholder makes its capital contribution in the form of non-currency property, the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall, they shall, in addition to making the contributions in full, be liable for breach of contract towards the shareholders who have made full capital contributions.Article 29After all shareholders have made their capital contributions in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference. Those who are shareholders at the time of the incorporation of the companyshall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of its capital contribution;(5) the serial number of the capital contribution certificate and the date of its verification and issuance. A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, theabove-mentioned items and any changes thereof shall not be a defense against a third party.Article 34A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article 35Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in subscription for new shares in proportion to their actual contributions.Article 36Once a company is registered, its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.The shareholders meeting shall exercise the following functions and powers:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the supervisory board or supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and plans for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) to amend the articles of association of the company;(11) to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article 41Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article 42All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.Article 44Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms. A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years. A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director’s term, or the number of the directors on the board is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article 47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1) being responsible for convening shareholders meetings and presenting reports thereto;(2) implementing resolutions adopted by the shareholders meeting;(3) determining the company's operational plans and investment programs;(4) preparing annual financial budget plans and final accounting plans of the company;(5) preparing profit distribution plans and plans to cover company losses;(6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7) drafting plans for merger, division, change of corporate form or dissolution of the company;(8) determining the structure of the company's internal management;(9) appointing or removing the general manager of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;。

Lesson One: Legal System 法律制度Background背景自从哥伦布(Christopher Columbus)于1492年航行至美洲之后，大批欧洲人便开始拥向这片"新大陆"。

不过，人们通常把第一批英国定居者(the first English settlers)于1607年到达弗吉尼亚(Virginia)的詹姆斯顿(Jamestown)视为美国法律制度历史的起点。

美国法制史可以大体上分为两个时期，即英属殖民地时期(the Period of the English Colonies)和美利坚合众国时期(the Period of the United States)。

虽然美国的法律制度是在英国法律传统的基础上形成和发展起来的，但是在近四百年的历史进程中，美国的法律制度也形成了一些不同于英国法律制度的特点，如公诉制度(public prosecution)等。

美国属于普通法系(Common Law Legal System)国家，其法律制度有两个基本特点：其一是以分散制(decentralization)为原则；其二是以判例法(case law)为主体。

美国除联邦政府外，还有州政府、县政府、市政府、镇政府等等，而且这些政府都是相互独立的，各自在其管辖范围内享有一定的立法权和执法权。

因此，有人说美国是"一个有许多政府的国家"(a country of many governments)；而美国的法律体系则是一个"零散的无系统"(fragmental no system)。

诚然，美国现在也有很多成文法(written law)或制定法(statutory law)，但是其法律制度仍是以判例法为主体的。

换言之，"遵从前例"(stare decisis)仍然是美国司法活动中最重要的原则之一。

以上两点对于理解美国的法律制度具有重要意义。

高教指定教材《法律英语》译文第一部分特点与特点美国既是一个专门新的国家也是一个专门老的国家。

与许多别的国家相比它是一个新的国家。

同时，它还因新人口成分和新州的加入而连续更新，在此意义上，它也是新国家。

然而在其它的意义上它是老国家。

它是最老的“新”国家——第一个由旧大陆殖民地脱胎而出的国家。

它拥有最古老的成文宪法、最古老的连续的联邦体制以及最古老的民族自治实践。

美国的年轻（性）有一个专门有意思的特点确实是它的历史肇始于印刷机发明之后。

因此它的整个历史都得以记录下来：确实能够专门有把握地说，任何其它国家都没有像美国如此全面的历史记录，因为像在意大利、法国或者英国过去的传奇中湮没的那样的事件在美国都成了有文字记载的历史之一部分。

而且其记录不仅全面，还专门浩繁。

不仅包括那个国家自1776年以来的殖民时期的记录，还有当前五十个州以及各州和联邦（nation）之间错综复杂的关系网络的历史记录。

因此，据一个专门简单的例子，美国最高法院判例汇编有大约350卷，而一些州的判例汇编也几乎有同样多的卷数：想研究美国法律史的读者要面对的是超过5000巨卷的司法案例。

我们不能说一个文件或几个文件就能揭示出一国人民或其政府的特性。

但假如横跨一百多年的千百万个文件敲出始终如一的音调，我们就有理由说这确实是其主调。

当千百万个文件都以同样的方式去解决同样的中心问题，我们就有理由从中得出能够被称为国民特定的确定结论。

第二部分一般法和衡平法同英国一样，美国法律制度从方法论上来说要紧是一种判例法制度。

许多私法领域仍旧要紧是由判例法构成，广泛而不断增长的制定法一直受制于有约束力的（说明制定法的）判例法。

因此，判例法方法的知识以及使用判例法的技巧关于明白得美国法律和法律方法是极其重要的。

从历史的角度来看，一般法确实是由英国皇家法院的巡回法官的判决所得出的一般的一样法——优于地点法。

采纳或执行某项诉讼要求是以存在法院令状这种专门形式的诉为前提的，而这就使最初的一般法表现为由类似于古罗马法的“诉”所构成的体系。

法律英语基础句子60句1.A later statute takes away the effect of a prior one.后法优于前法。

2.Arms and laws do not flourish together.武力与法律不能同时兴盛。

3.Consent makes law.合意产生法律。

4.Custom has the force of law.民俗具有法律效力。

5.Customs, religious and philosophies tend to form the basis for a nation's laws.风俗宗教和哲学常是一个国家法律构成之基础。

6.Equity is a correction of common legal rules in their defective parts. 衡平法是对普通法律规则中瑕疵部分的矫正。

7.Except as otherwise provided by law.法律另有规定的除外。

8.Every law has a loop hole.凡是法律皆有漏洞。

9.Every law has no atom of strength, as far as no public opinion supports it.若无公众舆论支持，法律是没有丝毫力量的。

10.In civilized life, law floats in a sea of ethics.在文明社会，法律依靠道德所支撑。

11.It can hardly be taken to be a guarantee that every law shall treat every person the same.不能保证每一部法律都能平等地对待每一个人。

w can never be enforced unless fear supports it.没有威慑力的法律绝对不会具有效力。

目录第一章你的客户想经商 (1)第二章公司是什么 (10)第三章决定是否和如何注册 (16)第四章公司结构 (20)第五章你想成立一个封闭式公司吗？ (30)第六章管理者与董事职责 (37)第七章融资 (47)第八章股东权利 (55)第九章资本与分配 (62)第十章股东诉讼 (70)第十一章合并、收购和解散 (78)第一章你的客户想经商P1一个律师被一个想经商的客户保留下来。

有几种类型的商业实体（经商方法；公司与合伙企业是许多选择中的两种）。

法律秘书和律师助理协助律师在客户面前面谈，获得事实和信息，准备适当的形式和协议，进行法律研究和记录文件。

有必要找出客户有什么样的实力。

然后，你必须与律师讨论适合的实力选择。

律师向客户解释了不同的方式去经营业务，每一个优点和缺点，然后决定与客户的最佳运载工具，以实现客户的目标。

P2商业实体的类型：独资经营一般合伙企业有限责任合伙公司企业封闭式公司股份有限公司有限责任合伙合资企业，商业信托，专业公司，非营利性公司和公营公司不是法律公司的。

日常工作，更属于专业领域。

独资经营：独资企业是由一个人拥有的企业。

它很容易成立并且一般在口头上就能成立。

通常，国家和市政机构没有必要提交申请。

它不是法人实体。

这意味着你不能以公司的名义请求、被请求或者买卖财产。

例如，ABC披萨店被史密斯先生拥有，你要经营的话就必须请求史密斯先生。

琼斯想要作为一个独资经营者从事管道业务。

他租了一个仓库并把名字放在窗户上。

“琼斯的管道”。

他现在是一个独自经营者，他接收所有他公司的利润。

他经营者公司，雇佣、解雇以及做一切商业决定。

如果公司有亏损，他承受损失。

琼斯可能投资了500美元开始他的事业。

不管引发多少数量的债务，他都以个人名义承担。

独资经营主要的劣势是个人的无限责任。

如果管道业务经营者驾驶他的车去顾客家修理管道，但是却发生了意外，撞伤一个人，导致这个人将不能再走路、工作，那么这个哪位经营者将个人承担大量的赔偿。

《当代法律英语》翻译第四章公法在所有的民法法系(civil law）中所做的基础分辨便是公法（public law）与私法(private law)的区分.这种分类方法，对于普通法系（common law)而言仅仅是潜在的或者默示性质的，但对于民法法系而言却是一种基础性的理解方式.一方面,正如我们所了解的一样，这种分类为民法法系国家提供了法庭组织系统的分辨模板。

随着公法领域的争端于19世纪可受法院裁判（justiciable)开始，独立的特别法庭(tribunal)被建立起来并约束起公法行为。

在今天，除了刑事案件(criminal matters）这一主要例外,普通法院的管辖权（jurisdiction）依旧限于私法领域的争端.除了这些司法管辖权的推论以外，公法和私法的分别还产生了一种存在于法律专业中的工作(labor）性质的差别。

大量的法学教师倾向于证明他们是“公法专家”（publicist)或者是“私法专家"（privatist）.课程和论文(treatise）倾向于公法或私法的其中一个领域,尽管事实上如今已经考虑到的案由（subject matter）至少更倾向于许多公法方面。

即使在民法法系世界中公法与私法的分别被广泛承认,但这类法系的法学家(lawyer)对其法系划分的理论基础或者法理正当性仍未达成一致,各国对于这种划分方法的范围和效果也未达成一致。

然而，一般来说,公法所关注的是国家机关之间的关系或者国家与公民之间的关系.公法至少包括宪法（constitutional law)，行政法（administrative law)和刑法（criminal law)。

而私法是处理公民或私人团体之间的关系，它至少包括民法(civil law)和商法（commercial law).这种分类方法的其他几个领域是争论的主题所在。

举个例子，民法程序是包含于一些主体的私人组织的些许法系之中，并且被其他主体认为包含于公法领域.劳动法(labor law)，农业法（agricultural law)，社会保障(social security）,同时也包括大量的现代规则领域，这些法律有些时候被解释为公法与私法领域的混合,有时又被说成自成一类(拉丁文：sui generis)。

The Impact of the New Company Law onCorporate Governance and Its GlobalImplicationsThe enactment of the new company law represents a significant milestone in the evolution of corporate governance and business regulations. This comprehensive reform aims to enhance transparency, accountability, and corporate responsibility, while fostering a more competitive and sustainable business environment. The new law, which is a testament to the country's commitment to economic reform and globalization, is expected to have far-reaching implications for both domestic and international businesses.One of the most notable changes introduced by the new company law is the strengthened role of corporate boards. Boards are now required to exercise greater oversight and accountability, ensuring that companies adhere to ethical and legal standards. This enhanced role is expected to lead to better decision-making and a more proactive approach towards risk management.Another significant aspect of the new law is the emphasis on corporate transparency. Companies are now required to disclose more information about their operations, financial status, and governance practices. This transparency is crucial for building trust with stakeholders and investors, who can now make more informed decisions based on reliable data.The new company law also addresses issues related to corporate sustainability and social responsibility. Companies are encouraged to adopt sustainable business practices and contribute positively to society. This focus on sustainability is expected to drive innovation and create new opportunities for businesses that prioritize environmental and social impacts.Globally, the implementation of the new company law is expected to have a positive impact on cross-border trade and investment. The enhanced transparency and governance standards established by this law are likely to improve the confidence of foreign investors and enhance the country's reputation as a reliable and attractive business destination.Moreover, the new law's emphasis on corporate responsibility and sustainability aligns with global trends towards sustainable development. This alignment could facilitate greater cooperation and collaboration between domestic and international businesses, leading to the creation of more sustainable supply chains and business models.In conclusion, the new company law represents a significant step towards improving corporate governance and business regulations. Its emphasis on transparency, accountability, and sustainability is expected to foster a more competitive and responsible business environment, both domestically and internationally. As the world becomes increasingly interconnected, the implementation of this law could pave the way for greater economic integration and sustainable development.**新公司法对公司治理及全球影响**新公司法的颁布是公司治理和商业法规演进的重要里程碑。