公司法重点英文词汇

法人（公司§1.1）Juristic person無限公司（公司§2.1.1）Unlimited company股東（公司§2.1.1）Shareholders有限公司（公司§2.1.2）Limited Company兩合公司（公司§2.1.3）Unlimited responsible persons Company with Limited Liability Shareholders有限責任（公司§2.1.3）Limited liability股份有限公司（公司§2.1.3）Company Limited by Shares公司所在地（公司§3.1.）The domicile of a company本公司（公司§3.2）Head office分公司（公司§3.2）Branch office營利（公司§4.1）Profit making營業（公司§4.1）transact business主管機關（公司§5.1）Competent authority委任（公司§5.2）authorize委託（公司§5.2）mandate委辩appoint成立incorporated登记之资本额registered amount of capital of the company公司负责人responsible persons经理人managerial officer清算人liquidator发起人promoter监察人supervisor检查人inspector重整人reorganization股款the share prices (or the capital stock)有期徒刑imprisonment拘役detention连带jointly and severally检察机关procuratorate依職權（公司§10.1）ex officio解散（公司§10.1）dissolution自行（公司§10.1.2）at its own discretion已發行股份（公司§11.2）outstanding shares合夥事業（公司§13.1）partnership enterprise有限責任股東（公司§13.1）limited liability表決權（公司§13.2）voting rights公積增資配股（公司§13.3）capitalization of legal reserves保證人（公司§16.1）guarantor廢止（公司§17.2）rescission科（公司§19.2）in lieu thereof並科（公司§19.2）in addition thereto會計年度（公司§20.1）fiscal year虧損撥補（公司§20.1）surplus earnings distribution報酬（公司§20.3）remuneration會同（公司§21.1）in conjunction with目的事業（公司§21.1）end enterprise妨礙、拒絕或規避（公司§21.1）impede, refuse or evade單據（公司§21.1）V oucher善良管理人（公司§23.1）good administrator合併（公司§24.1）consolidation or merger分割（公司§24.1）split-up了結現務（公司§26.1）settling pending affairs已作必要脩改（公司§26.1）mutatis mutandis善意第三人（公司§27.4）bona fide third party.章程（公司§29.1）articles of incorporation董事（公司§29.1.3）director董事會（公司§29.1.3）the board of directors組織犯罪防制條例（公司§30.1.1）the Statute for Prevention of Organizational Crimes 詐欺（公司§30.1.2）fraud背信（公司§30.1.2）breach of trust侵占（公司§30.1.2）misappropriation公務虧空公款（公司§30.1.3）misappropriating public funds行為能力（公司§30.1.6）disposing capacity依照（公司§32.1）pursuant to債權（公司§44.1）monetary claim（債權）到期（公司§44.1）upon maturity請求報酬（公司§49.1）Clairemuneration代墊之款項（公司§50.1）advance money提供相當之擔保（公司§50.1）furnish appropriate security關於（公司§57.1）pertaining to分派盈餘（公司§63.1）Make distribution of surplus profit違反（公司§63.2）in violation of抵銷（公司§64.1）set off對於（公司§64.1）vis-a-vis。

1.sole proprietorship个人独资企业Eg. An individual who is operating a business is said to be running a …sole proprietorship‟.2.limited liability有限责任Eg. The corporate form allows for limited liability.3.transferable可转让的Eg. Ownership interests in the corporation are freely transferable.4.corporate acquisitions and mergers公司并购Eg. The requirements for corporate acquisitions and mergers are determined by the law of the state of incorporation.5.dividend股息Eg. The circumstances under which dividends may be paid are determined by the law of the state of incorporation.6.incorporate设立Eg. Half of all the corporations listed on the New Y ork Stock Exchange are incorporated in Delaware.7.tax征税；税收Eg. The entity can elect to be taxed either as a corporation or as a partnership.8.general partnership普通合伙Eg. The most important single fact about general partnerships is that each partner is liable for all the debts of the partnership.9.promulgate颁布Eg. The most recent version of the UPA was promulgated in 1997.10.estoppel禁止反言Eg. The two people who don‟t actually intend to be in partnership with each other can even be found to have created a partnership …by estoppel‟if they represent to the outside world that they are in partnership together.11.limited partnership（LP）有限合伙Eg. Limited partnerships may only be created by filling a formal document with a state official.12.Limited Liability Partnership(LLP)特殊普通合伙Eg. Most states now also allow something called a …limited liability partnership‟.13.make initial capital contribution首次出资Eg. If the corporation runs up large debts after the shareholders have made their initial capital contribution, the shareholders are normally not responsible for those debts.14.guarantee担保Eg. Lenders usually simply will not lend money to the corporation without personal guarantees by some or all shareholders.15.joint liability连带责任Eg. This joint liability applies even where one partner does not participate in the act that causes the partnership to become liable.16.breach of the agreement违约Eg. He will have a claim over against Smith for breach of the agreement.17.accounting firm会计师事务所Eg. The biggest users of LLP status are professional service firms, like law firms and accounting firms.18.malpractice不法行为Eg. The biggest practical benefit of the LLP status to such a service firm is that the individual partners will not be liable for acts of malpractice committed by other partners.19.entrust委托Eg. If the investors desire to entrust management to non-shareholders, the centralized management structure of the corporation is helpful.20.bind on有约束力，对..有效的Eg. Such internal agreements concerning decision-making authority are not binding on outsiders who are unaware of these agreements.21.dissolve解散Eg. A general partnership is dissolved by the death of any general partner.22.assign转移（财产等）Eg. A partner may …assign‟his partnership interests, but this does not make the transferee the partner, instead the transferee merely obtains limited economic rights.23.veto power否决权Eg. V eto power over new partners is absolutely essential.24.income tax所得税Eg. The federal income tax consequences of operating as a corporation rather than as a partnership are enormous.25.double taxation双重税收Eg. One consequence of the corporation‟s status as a separate tax-payer is that there will often be so-called …double taxtation‟.26.fringe benefits边缘利益Eg. Many fringe benefits given to owner/managers of corporations receive very favorable taxation.27.offset抵消Eg. So long as a partner is actively involved in management of the partnership, he may offset his share of losses incurred by the partnership against gains from other activities.Veil-piercing / pierce the veil 刺破面纱e.g.: It may turn out that it is easier to “pierce the veil”of an LLC than that of a corporation.P13Dispute 争论Arbitration 仲裁、公断e.g.: The Agreement contains a clause saying that all disputes must be subjects to arbitration.Derivative action 股东代表诉讼e.g.: Elf brings a “derivative action” against Jaffari and Malek LLC in Delaware. Litigation 诉讼Jaffari asserts that the Agreement‟s arbitration and forum-selection clauses bar this Delaware litigation.Formality 正式手续e.g.: But there is at least one factor often used in corporation veil-piercing case s —failure to follow organizational formalities —that perhaps ought not to be interpreted the same way in LLC-piercing case.Dividend 红利、股息、股利e.g.: The rules about circumstances under which a corporation may declare a dividend must approve a merger or sale of all the corporation‟s assets are set by the state of incorporation.Permissive 许可的，宽容的e.g.: “permissive” stateDomicile <律>原籍、住所e.g.: costs of using foreign domicileRetroactive<律>溯及既往的，有溯及效力的The date of incorporation is usually made retroactive to the date of filing Capitalization .资本值、资产化、资本总额Bylaws/articles of incorporation （公司）章程Amendment/amend 修订、修改e.g.: The bylaws may easily amended.1、majority vote：多数决Under most statutes any class of stockholders who would be adversely affected by the amendment must approve the amendment by majority vote.2、accrued dividends：应计股息/preferred stockholders：优先股股东For instance, suppose that a particular charter amendment would eliminate the accrued dividends owed to preferred stockholders (a change which help the common stockholders at the preferred stockholders‟ expense).3、appraisal rights：估价收购权An unhappy shareholder whose rights are adversely affected will usually get appraisal rights which permit him to sell his shares back to the corporation at a judicially-determined fair price.4、ultra vires：越权The doctrine of “ultra vires”was once extremely important, but is of little practical significance today.5、repudiate：拒绝接受，声明不承认After P has begun the work, D repudiate the contract, and P sues for breach.6、executory：待履行的But notwithstanding these exceptions, the ultra vires doctrine was frequently used——for instance, when the contract was fully executory.7、charitable donations：慈善性捐赠In general, the shareholder who tries to block a corporate charitable donation will lose unless the donation is manifestly unreasonable.8、stock option：股票期权，优先认股权/fringe benefit：附加福利，补贴A related issue arises when the corporation grants an employee or retired former employee a bonus, a stock option, or some other kind of fringe benefit.9、self-dealing：自利性交易行为Therefore, the arrangement will usually not be attackable by shareholders unless it is clearly excessive or based upon self-dealing.10、principal：委托人The court may assert that “a person who purports to act as agent for a nonexistentprincipal thereby automatically becomes a principal.”11、conceal：隐瞒，隐匿/misrepresentation：错误或虚假的表述，不正当代表The promoter, by concealing the fact that the corporation has not yet been formed, is liable for misrepresentation.12、revocable：可撤回的/irrevocable：不可撤回的The other party is making a revocable or irrevocable offer to the no n-existing corporation, which results in a contract if the corporation is formed while the offer is still open.13、novation：债的变更This will depend on whether the parties, including the other party to the original transaction, intended a novation.14、retroactive:有溯及力的When adoption occurs, it is usually held not to be retroactive to the date of the original contract, but merely to run from the date of the corporation‟s assent.15、fiduciary obligation：信托（的）义务Most courts appear to hold that during the pre-incorporation period the promoter has a fiduciary obligation to the to-be-formed corporation, and therefore may not pursue his own profit at the corporation‟s ultimate expense.P 31-41mencement 开端，开始They try to protect passive investors from personal liability,even investors who put up money for the commencement of operations without an honest belief that incorporation has taken place.2.claimant 要求者，所有者The doctrine(Corporation by estoppel) is essentially limited to contract cases,and is virtually never applied against tort claimants.3.pierce 刺破，捅破veil 面罩，面纱；托词，藉口However,this shield(limited liability)is not complete: In a few very extreme cases,courts sometimes “pierce the corporate veil”,and hold some or all of the shareholders personally liable for the corporation‟s debts.4.siphon 吸取，抽there are a number of factors that seem to be important components pf courts‟decisions to pierce:whether the defendant stockholders have engaged in fraud or wrongdoing (knowingly siphoning ort all the profits of the corporation).5.scenario 方案scenario 1:…6.involuntary creditor:非自愿的债权人e.g:tort claimant7.inadequate capitalization 资本不实Inadequate capitalization is especially likely to be a key factor where the claimant is an “involuntary creditor ”who cannot be said to have willingly accepted the risk of inadequate capitalization.8.affirmative 肯定的，统一的；n.肯定，同意most courts require that there be either some affirmative fraud or wrongdoing by the shareholder,before the veil is pierced.9.rebut v.反驳，证明错误insurance as rebutting inference of undercapitalization 以买了保险作为资本不实责任的抗辩10.fraud 欺诈; fraudulent 欺诈的fraudulent conveyance 欺诈性的资产转移11.subsidiary 辅助的，次要的；子公司The courts probably have greater tendency to pierce the corporate veil in the parent/subsidiary context than in the individual shareholder situation.12.sobering 冷静的An individual‟s non-business assets are being taken is a more sobering thoughts to most courts.非执行那些非用于商业的资产，对法院来说是（考虑当事人利益的）更为平静的选择。

AFFILIATE（关联公司）is a corporation that is related to another corporation by shareholding or other means of control . It includes not only a parent or a subsidiary but also corporation that is under common control.AGGRESSOR CORPORATION(收购公司) is a corporation that attempts to obtain control of a publicly held corporation, often by a direct cash tender or public exchange offer to shareholders, but also possibly by way of merger, which requires agreement or assent of the target’s management.AMOTION(股东罢免董事决议) is the common law procedure by which a director may be removed for cause by the shareholders.ANTI-DILUTION PROVISIONS (反稀释条款)appear in convertible securities to guarantee that the conversion privilege is not affected by share reclassifications ,share splits, share dividends, or similar transactions that may increase the number of outstanding shares without increasing the corporate capital.APPRAISAL (小股东的股份买取请求权)in corporation law is limited statutory right granted to minority shareholders who object to specified fundamental transaction ,e.g. mergers in an appraisal proceeding a court determines the value of their shares and the corporation pays that value to the dissenting shareholders in cash ,The Model Business Corporation Act(1804)uses the term “dissenters rights to obtain payment for theirshares “to describe this right.ARTICLES OF INCORPORATION(公司设立章程)is the name customarily given to the document that is filed in order to form a corporation .Under various state statutes ,this document may be called the “certificate of incorporation ””charter””articles of association ,” or other similar name.ATTHORIZED SHARES (授权股份) are the shares described in the articles of incorporation which a corporation may issue .Modern corporate practice recommends authorization of more shares than it is currently planned to issueBONUS SHARES (免费赠股，即在缺乏对价的情况下发行的面值股份) are par value shares issued without consideration ,usually in connection with the issuance of preferred or senior securities , or debt instruments, Bonus shares are considered a species of watered shares and many impose a liability on the recipient equal to the amount of par value. BOOK V ALUE (账面价值) is the value of shares determined on the basis of the books of the corporation ,Using the corporation’s latest balance sheet ,the liabilities are subtracted from assets , an appropriate amount is deduced to reflect the interest of senior securities (preferred shares), and what remains is divided by the number of outstanding common shares to obtain the book value per share.BROKER(证劵经纪人)in a securities transaction , means a person whoacts as an agent for a buyer or seller, or an intermediary between a buyer and seller, usually charging a commission .A broker who specializes in shares ,bonds ,commodities, or options must be registered with the exchange where the specific securities are traded. A broker should be distinguished from a dealer who, unlike a broker, buys or sells for his own account. Securities firms typically act as dealers and brokers, depending on the security involved.BYLAWS(公司附属章程) are the formal rules of internal governance adopted by a corporation , State corporation statutes contemplate that every corporation will adopt bylaws , though special close corporation statutes may make bylaws optional for qualifying close corporations.C CORPORATION (C类公司)is a corporation that is subject to federal income tax at the corporation level. See S Corporation.CALL FOR REDEMPTION (请求赎回) See: redemptionCALLS (购买证劵选择权) are options to buy securities at a stated price for a stated period. Calls are written on a variety of indexes, foreign currencies, and other securities. The person who commits himself of herself to sell the security upon the request of the call holder is referred to as the call writer; the act of making the purchase of the securities pursuant to the call option is referred to as exercise of the option. The price at which the call is exercisable is the strike price .See also: puts CAPITAL STOCK (资本股票) is another phrase for common shares ,often used when the corporation has only one class of shares outstanding. CAPITAL SURPLUS(资本余额) in the old Model Business Corporation Act nomenclature, is an equity or capital account which reflects the capital contributed for shares not allocated to stated capital :the excess of issuance price over the par value of issued shares or the consideration paid for no par shares allocated specifically to capital surplusCASH FLOW(现金合并) is a merger transaction in which certain shareholders or interest in a corporation are required to accept cash for their shares.CASH TENDER OFFER（收购要约)is a technique by which an aggressor seeks to obtain control of a target corporation by making a public offer to purchase a specified fraction (usually a majority)of the target corporation’s shares from persons who tender their shares.CEO(首席执行官)stands for “chief executive officer” of a publicly held corporation. CEO is a preferred and useful designation because official titles of such persons vary widely from corporation to corporation.CFO(首席财务官)stands for “chief financial officer”CLO(首席财务官)stands for “chief legal officer”COO(首席经营官)stands for” chief operation officer”CERTIFICATE OF INCORPORATION (公司成立证书)in most states is the document prepared by the secretary of state that evidences the acceptance of articles of incorporation and the commencement of thecorporate existence. In Delaware the certificate of incorporation is the name given to the document filed with the secretary of state .The Model Business Corporation Act(1984)has eliminated certificates of incorporation , requiring only a fee receipt.CHARTER(公司章程)may mean (i)the document filed with the secretary of state, i.e. the articles of incorporation, or (ii)the grant by the state of the privilege of conducting business with limited liability. Charter is often used in a colloquial sense to refer to the basic constitutive documents of the corporation.CLASS A SHARES (A类股份)See participating preferred shares. CLASS VOTING (种类表决权)See：voting groupCLASSIFIED BOARD OF DIRECTORS (分类董事会)may refer either (1)to a board of directors of which the individual members are elected by different classes of shares or (2)to a board of directors of which one-third or one-half are elected each year. See staggered boardCLOSE CORPORATION or CLOSELY HELD CORPORATION (内部控股公司)is a corporation with relatively few shareholders and no regular markets for its shares .Close corporations usually have never made a public offering of shares and the shares themselves may be subject to restriction on transfer. Close and Closely held are synonymous. COMMON SHAREHOLDERS(普通股东)are holders of common shares, the ultimate owners of the residual interest of a corporation.COMMON SHARES(普通股份)represent the residual ownership interests in the corporation . Holders of common shares select directors to manage the enterprise, are entitled to dividends out of the earnings of the enterprise declared by the directors, and are entitled to a per share distribution of whatever assets remain upon dissolution after satisfying or making provisions for creditors and holders of senior securities. CONSOLIDATION(公司的新设合并)is an amalgamation of two corporation pursuant to statutory provision in which both of the corporations disappear and a new corporation is formed. The Model Business Corporation Act (1984) eliminates the consolidation as a distinct type of corporate amalgamation.CONTROL OF A CORPORATION BA A PERSON(人对公司的控制)normally means that a person has power to vote a majority of the outstanding shares. However, control may be reflected in a significantly smaller block if the remaining shares are scattered in small, disorganized holding.CONTROL PERSON(控制人)in securities law is a person who is deemed to be in a control relationship with the issuer. Sales of securities by control person are subject to many of the requirements applicable to the sale of securities directly by the issuer. In addition, controlling person have a duty under ITSFEA to prevent insider trading by persons under their control.CONVERSON CECURITIES(转换证券)are the securities into which convertible securities may be converted.CONVERTIBLE SECURITIES(可转换证券)are securities that include the right of exchanging the convertible securities, usually preferred shares or debentures, at the option of their holders, for a designated number of shares of another class, usually common shares, called the conversion securities. The ratio between the convertible and conversion securities is fixed at the time the convertible securities are issued, and is usually protected against dilution.CO-PROMOTERS(共同发起人)See: promoters.CORPORATE OPPORTUNITY(公司机会)is a fiduciary concept that limits the power of officers, directors, and employees to take personal advantage of opportunities that belong to the corporation. CORPORTION BY ESTOPPEL(禁反言的公司)is a doctrine which prevents a third person from holding an “officer,”“director,”or “shareholder”of an nonexistent corporation personally liable on an obligation entered in the name the nonexistent corporation on the theory that the third person relied on the existence of the corporation and is now “estopped” from denying that the corporation existed.CUMULATIVE VOTING(累积投票权)is a method of voting that allows substantial minority shareholders to obtain representation on the board of directors. When voting cumulatively, a shareholder may cast all of his orher available votes in an election in favor of a single candidate.D﹠O INSURANCE(董事与经理保险)refers to directors’and officers’liability insurance. Such insurance, which is widely available commercially, insures persons against claims based on negligence, failure to disclose, and to a limited extend, other defalcations. D﹠O insurance provides coverage against expense and to a limited extend fines, judgments, and amounts paid in settlement.DEADLOCK(僵局)in a closely held corporation arises when a control structure permits one or more factions of shareholders to block corporate action if they disagree with some aspect of corporate policy. A deadlock often arises with respect to the election of directors, e.g., by an equal division of shares between two factions, but many also arise at the level of the board of directors itself.DEEP ROCK DOCTRINE(“深石”法理)is a principle in bankruptcy law by which unfair or inequitable claims presented by controlling shareholders of bankrupt corporations may be subordinated to claims of general or trade creditors. The doctrine received its name from the corporate name of the subsidiary involved in the leading case articulating the doctrine.DE FACTO CORPORATION(事实上的公司)at common law is a partially formed corporation that provides a shield against personal liability of shareholders for corporation obligations; such a corporationmay be attacked by the state.DE FACTO MERGER(事实上的公司吸收合并)is a transaction that has the economic effect of a statutory merger but is cast in the form of an acquisition of assets or an acquisition of voting stock and is treated by a court as if it were a statutory merger.DE JURE CORPORATION(法律上的公司)at common law is a corporation that is sufficiently formed to be recognized as a corporation for all purposes. A de jure corporation may exist even though some minor statutory requirements have not been fully complied with.DELECTUS PERSONAE(合伙人对新合伙人入伙的接受或拒绝)is a Latin phrase used in partnership law to describe the power each partner possesses to accept or reject proposed new members of the firm. DEPOSITORY TRUST CIRPORATION(保管信托公司)is the principle central clearing agency for securities trades. See: book entry.DERIV ATIVE SUIT(代表诉讼)is a suit brought by a shareholder in the name of a corporation to correct a wrong done to the corporation. DISCOUNT SHARES(折价发行的股份)are par value shares issued for cash less than par value. Discount shares are a species of watered shares or watered stocks.DISSENSION(公司内部诉讼)in a closely held corporation refers to personal quarrels or disputes between shareholders that may make business relations unpleasant and interfere with the successful operationof the business. Dissension may occur without constitution oppression or causing a deadlock or adversely affect the corporation＇s business. DISSENTERS’RIGHT(异议股东的权利)See: appraisal. DISTRIBUTION(分配)is a payment to shareholders by a corporation. If out of present or past earnings it is a dividend. The word describing is sometimes accompanied by a word describing the source or purpose of the payment, e.g. Distribution of Capital Surplus, or Liquidating Distributing.DIVIDEND(股利)is a payment to shareholders from or out of current or past earnings.DOWN STREAM MERGER(下游公司吸收合并)is the merger of a parent corporation into its subsidiary.EARNINGS PER SHARE(每股收益)equals a firm’s net income divided by the number of shares held by shareholders.EQUITY or EQUITY INTEREST(股东权或者股东权益)are financial terms that refer in general to the extent of an ownership interest in a venture. In this context, equity refers not to a legal concept but to the financial definition that an owner’s equity in a business is equal to the business’s assets minus its liabilities.EQUITY INANCING(股权融资)is raising money by the sale of common shares or preferred shares.EQUITY SECURITY(股权证券)is a security that represents anownership interest in the business, i.e. Common or preferred shares.EX DIVIDEND(除息日)refers to the date on which a purchaser of publicity traded shares is not entitled to receive a dividend that has been declared and the seller of such shares is entitled to retain the dividend. The ex dividend date is a matter of agreement or of convention to be established by the securities exchange.EX RIGHTS(除权日)refers to the date on which a purchaser of publicity traded shares is not entitled to receive rights that have been declared on the shares.FACE V ALUE(面值)is the value of a bond , note, mortgage, or other security, as stated on the certificate or instrument, payment upon maturity of the instrument. Face value is also often referred to as the par value or nominal value of the instrument.FORCED CONVERSION(强制转换)refers to a conversion of a convertible security that follows a call for redemption at a time when the value of the conversion security is greater than the amount that will be received if the holder permits the security to be redeemed.FREEZE-OUT MERGER(排挤或公司吸收合并). See: cash merger. GENERAL PARTNERS(普通合伙人)are partners that participate in management of the business. General partner is traditionally used in contrast with limited partner in a limited partnership, but general partner is also sometimes used to refer to any partner in a general partnership. Ageneral partner is liable for the obligations of the business if the partnership has not elected to be a limited liability partnership.GOING PRIV ATE(公司股份有公众持有改为经营者与大股东持有)refer to a transaction in which shareholders of a publicity held corporation are compelled to accept cash for their shares while the business continues to be owned by officers, directors, or large shareholders. A going private transaction may involve a merger of the publicity held corporation into a subsidiary in a cash merger.GOLDEN PARACHUTE(金降落伞)is a slang term for a lucrative contract to a top executive of a corporation which provides additional benefits in cash the company is taken over and the executive is either forced to leave the target company or voluntarily leaves it. A golden parachute may include severance pay, stock options, or a bonus payable when the executive’s employment at the company ends.HOLDING COMPANY(控股公司)is a corporation that owns a majority of the shares of one or more other corporations. A holding company is not engaged in any business other than the ownership of shares. See: investment companies.INCORPORATORS(公司设立人)are the person or the persons who execute the articles of incorporation. Historic restrictions on who may serve as incorporators have largely been eliminated.INDEPENDENT DIERCTORS(独立董事)as directors of a publicity heldcorporation who are not officers or executive of the corporation and have no substantial direct or indirect financial interest in transactions with the corporation.INSIDE DIRECTORS(内部董事)are directors of a publicity held corporation who hold executive positions with management.INSIDER(内幕人)is a term of uncertain scope that refers to persons having some relationship to a corporation, and whose securities trading on the basic of nonpublic information may be a violation of law. Insider is broader than inside director.INSIDER TRADING(内幕交易)refers to transactions in shares of publicity held corporation by person with inside or advance information on which the trading is based. Usually the trader himself is an insider with an employment or other relationship of trust and the confidence with the corporation.INSTITUTIONAL INVESTORS(机构投资者)are large investors who largely invest other person’s money, e.g. mutual funds, pension funds, insurance companies, and others.INTERLOCKING DIRECTORS(连锁董事)are persons who serve simultaneously on the boards of directors of two or more corporations that have dealings with each other.INVESTMENT COMPANIES(投资公司)are corporations that are engaged in the business of investing in securities of other businesses. Themost common kind of investment company is the mutual fund. An investment company differs from a holding company in that the latter seeks control of the ventures in which it invests while an investment company seeks investment for its own sake and normally diversifies its investments.ISSUED SHARES(已发行股份)are shares a corporation has actually issued and has not canceled.JOINT VENTURE(合资企业)is a limited purpose partnership largely governed by the rules applicable to partnerships. In an earlier day, many states permitted corporations to participate in joint ventures but treated as ultra virus an attempt by a corporation to become a partner in a general partnership.LEVERAGE(杠杆)refers to the advantages that may accrue to a business though the use of debt obtained from third persons in lieu of contributed capital. Third party debt improves the earnings allocable to contributed capital if the business earns more on each dollar invested than the interest cost of borrowing funds.LEVERAGED BUYOUT (or “LOB”) (杠杆式收购)is a transaction by which an outside entity purchases all the shares of a public corporation primarily with borrowed funds. Ultimately the debt incurred to finance the takeover is assumed by the acquired business. If incumbent management has a financial and participatory interest in the outside entity,the transaction may be referred to as a management buyout or MBO. LIMITED LIABILITY COMPANY (usually called an LLC)(有限责任公司)is an unincorporated business from that provides limited liability for its owners and may be taxed as a partnership. To created an LLC, a certificate must be filed with a state official.LIMITED LIABILITY PARTNERSHIP (usually called an LLP) (有限责任合伙)is a general partnership that has elected to register under state statutes that provide some protection against liability for actions of co-partners. To create an LLP a certificate, renewable annually, must be filed with a state official.LIMITED LIABILITY LIMITED PARTNERSHIP (usually called an LLLP)(有限责任有限合伙)is a limited partnership that has elected to register under state statutes that provide some protection for general partner against liability for actions of other general partners. To create an LLLP a certificate, renewable annually, must be filed with a state official. LIMITED PARTNERSHIP(有限合伙)is a partnership consisting of one or more limited partners (whose liability for partnership debts is limited to the amount originally invested) and one or more general partners. To create a limited partnership a certificate must be filed with a state official. MERGER(公司吸收合并)is an amalgamation of two corporations pursuant to statutory provision in which one of the corporations survives and the other disappears.NASDAQ(纳斯达克)is an acronym for “Nations Association of Securities Dealers Automated Quotations” and is the principal recording device for transactions on the over-the-counter market.NEW ISSUE(初次发行)is a security being offered to the public for the first time. The distribution of new issues is usually subject to SEC rules. New issues may be initial public offerings by previously private companies or additional securities offered by public companies.NON-CALLABLE(不可赎回的)preferred shares or bonds are securities that cannot be redeemed at the option of the issuer.NON-CUMULATIVE VOTING or STRAIGHT VOTING(非累积性投票或直接股票)limits a shareholder to voting no more than the number of shares he or she owns for a single candidate.NONVOTING COMMON SHARES(无表决权普通股)are shares that expressly have general power to vote for directors and for other issues coming before the shareholders. Nonvoting shares may be entitled to vote as a separate voting group on certain proposed changes adversely affecting that class as such.NO PAP SHARES(无面值股份)are shares issued under a traditional par value statute that are stated to have no par value. Such shares may be issued for the consideration designated by the board of directors. In many respects no par shares do not differ significantly from par value shares. In state that have abolished par value, the concept of no par value shares isobsolete.OUTSIDE DIRECTORS(外部董事)are directors of publicly held corporations who do not hold executive positions with management. Outside directors, however, may include investment bankers, attorneys, or other who provide advice or services to incumbent management and thus have financial ties with management.OVER-THE-COUNTER (柜台市场)refers to the NASDAQ securities market which consists of brokers who purchase or sell securities by computer hook-up or telephone rather than through the facilities of a securities exchange.PAR V ALUE or STATED V ALUE(票面价值或者载明价值）of share is an arbitrary or nominal value assigned to each other share. At one time par value represented the selling or issuance price of shares, but in modern corporate practice, par value has little or no significance. Shares issued for less than par value are usually referred to as watered shares. The Model Business Corporation Art(1984) and the statutes of many states has eliminated the concept of par value.PARTICIPATING PREFERRED SHARES(可参加的优先股)are preferred shares that, in addition to paying a stipulated dividend, give the holder the right to participate with the common shareholders in additional distributions of earnings, if declared, under specified conditions. Participatory preferred shares may be called class A common or given asimilar designation to reflect their open-ended rights.PAYABLE DATE(股利支付日)is the date on which a dividend or distribution is actually paid to a shareholder.POISON PILL(毒药丸)is an issue of shares by a corporation as a protection against an unwanted takeover. A poison pill creates rights in existing shareholders to acquire debt or stock of the target (or of the aggressor upon a subsequent merger) upon the occurrence of specified events, such as the announcement of a cash tender offer or the acquisition by an outsider of a specified percentage of the shares of the target. A poison pill raises the potential cost of an acquisition, usually thereby compelling the aggressor to negotiate with the target in order to persuade it to withdraw the pill.POOLING AGREEMENT(集合投票协议)is a contracture arrangement among shareholders relating to the voting of their shares. PREEMPTIVE RIGHTS(优先权)given an existing shareholder the opportunity to purchase or subscribe for a pro proportionate part of a new issue of shares before it is offered to other persons. Its purpose is to protect shareholders from dilution of value and control when new shares are issued. In modern statutes, preemptive rights may be limited or denied.PREFERRED SHARES(优先股份)are shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, aheadof common shareholders. Preferred shares are usually entitled only to receive specified limited amounts as dividends or on liquidation. PREFERRED SHAREHOLDERS’CONTRACT(优先股东的合同)refers to the provisions of the articles of incorporation, the bylaws, or the resolution of the board of directors, creating and defining the rights of holders of the preferred shares in question. Preferred shareholders have only limited statutory or common law rights outside of the preferred shareholders’ contract. Provisions creating and defining the rights of the holders of preferred shares may usually be amended without the consent of each individual holder of preferred shares if they are approved by the holders of the class of preferred shares.PREINCORPORATION SUBSCRIPTION(公司设立前认购). See: subscription.PROMOTERS(发起人)are persons who develop or take the initiative in funding or organizing a business venture. Where more than one promoter is involved in a venture, their described as co-promoters.PROXY(投票代理人)is a person authorized to vote someone else’s shares. Depending on the context, proxy may also refer to the grant of authority itself (the appointment), or the document grating the authority (the appointment form).PUBLIC OFFERING(公开募集股份)involves the sales of securities by an issuer or a person controlling the issuer to members of the public.Generally, any offering that is not exempt under Regulation D or the private offering exemption of the Securities Act of 1933 and/or similar exemptions under state blue sky law is considered a public offering. Normally registration of a public offering under those statutes is required though in some instance other exemptions from registration may be available.PUBLIC HELD CORPORATION(公开上市公司)is a corporation with shares held by numerous persons. Shares of publicly held corporations are usually trade either on a securities exchange or over-the-counter. RECAPITALIZATION(公司资产重组)is are restructuring of the capital of the corporation through amendment of the articles of incorporation or a merger with a subsidiary or parent corporation. Recapitalization may involve the elimination of unpaid cumulated preferred dividends, the reduction or elimination of par value, the creation of new chasses of senior securities, or similar transactions. A leveraged recapitalization involves the substitution of debt for equity in the capital structure. REDEMPTION(赎回)means the reacquisition of a security by their issuer persuade to a provision in the security that specifies the terms on which the reacquisition may take place. Typically, a holder of a security that has been called for redemption will have a limited period thereafter to decide whether or not to exercise a conversion right, if one exists. REGISTERED CORPORATION(登记公司)is a publicly heldcorporation which has registered a publicity held class of securities under section 12 of the Securities Exchange Act of 1934. Section 12 may apply to issuers other than corporations. The registration of an outstanding issue under this section of the 1934 Act should be contrasted with the registration of a public distribution under the Securities Act of 1933. REGISTRATION(登记)of an issue of securities under the Securities Act of 1933 permits the public sale of those securities in interstate commercial or with the use of the mails. That registration should be distinguished from the registration of already publicly held classes of securities under the Securities Exchange Act of 1934. REORGANIZATION(公司重组)is a general term describing corporate amalgamations or readjustments. The classification of the Internal Revenue Code is widely used in general corporate literature. A Class A reorganization is a statutory merger or consolidation (i.e. pursuant to the business corporation act of a specific state). A class B reorganization is a transaction by which one corporation exchange s its voting shares for the voting shares of another corporation. A class C reorganization is a transaction in which one corporation exchange s its voting shares for the property and assets of another corporation. A class D reorganization is a “spin off” of assets by one corporation to a new corporation. A class E reorganization is a recapitalization. A class F reorganization is a “mere change of identity, form, or place of organization, however effected.” A。

目标mission/objective集体目标groupobjective内部环境internalenvironment外部环境externalenvironment计划planning组织organizing人事staffing领导leading控制controlling步骤process原理principle方法technique经理manager总经理generalmanager行政人员administrator主管人员supervisor企业enterprise商业business产业industry公司company效果effectiveness效率efficiency企业家entrepreneur权利power职权authority职责responsibility科学管理scientificmanagement现代经营管理modernoperationalmanagement行为科学behaviorscience生产率productivity激励motivate动机motive法律law法规regulation经济体系economicsystem管理职能managerialfunction产品product服务service利润profit满意satisfaction归属affiliation尊敬esteem自我实现self-actualization人力投入humaninput1盈余surplus收入income成本cost资本货物capitalgoods机器machinery设备equipment建筑building存货inventory(2)经验法theempiricalapproach人际行为法theinterpersonalbehaviorapproach集体行为法thegroupbehaviorapproach协作社会系统法thecooperativesocialsystemsapproach社会技术系统法thesocial-technicalsystemsapproach决策理论法thedecisiontheoryapproach数学法themathematicalapproach系统法thesystemsapproach随机制宜法thecontingencyapproach管理任务法themanagerialrolesapproach经营法theoperationalapproach人际关系humanrelation心理学psychology态度attitude压力pressure冲突conflict招聘recruit鉴定appraisal选拔select培训train报酬compensation授权delegationofauthority协调coordinate业绩performance考绩制度meritsystem表现behavior下级subordinate偏差deviation检验记录inspectionrecord误工记录recordoflabor-hourslost销售量salesvolume产品质量qualityofproducts先进技术advancedtechnology顾客服务customerservice策略strategy结构structure(3)2领先性primacy普遍性pervasiveness忧虑fear忿恨resentment士气morale解雇layoff批发wholesale零售retail程序procedure规则rule规划program预算budget共同作用synergy大型联合企业conglomerate资源resource购买acquisition增长目标growthgoal专利产品proprietaryproduct竞争对手rival晋升promotion管理决策managerialdecision商业道德businessethics有竞争力的价格competitiveprice供货商supplier小贩vendor利益冲突conflictofinterests派生政策derivativepolicy开支帐户expenseaccount批准程序approvalprocedure病假sickleave休假vacation工时labor-hour机时machine-hour资本支出capitaloutlay现金流量cashflow工资率wagerate税收率taxrate股息dividend现金状况cashposition资金短缺capitalshortage总预算overallbudget资产负债表balancesheet可行性feasibility投入原则thecommitmentprinciple投资回报returnoninvestment生产能力capacitytoproduce实际工作者practitioner3最终结果endresult业绩performance个人利益personalinterest福利welfare市场占有率marketshare创新innovation生产率productivity利润率profitability社会责任publicresponsibility董事会boardofdirector组织规模sizeoftheorganization组织文化organizationalculture目标管理managementbyobjectives评价工具appraisaltool激励方法motivationaltechniques控制手段controldevice个人价值personalworth优势strength弱点weakness机会opportunity威胁threat个人责任personalresponsibility顾问counselor定量目标quantitativeobjective定性目标qualitativeobjective可考核目标verifiableobjective优先priority工资表payroll(4)策略strategy政策policy灵活性discretion多种经营diversification评估assessment一致性consistency应变策略consistencystrategy公共关系publicrelation价值value抱负aspiration偏见prejudice审查review批准approval主要决定majordecision分公司总经理divisiongeneralmanager资产组合距阵portfoliomatrix明星star4问号questionmark现金牛cashcow赖狗dog采购procurement人口因素demographicfactor地理因素geographicfactor公司形象companyimage产品系列productline合资企业jointventure破产政策liquidationstrategy紧缩政策retrenchmentstrategy战术tactics(5)追随followership个性individuality性格personality安全safety自主权latitude悲观的pessimistic静止的static乐观的optimistic动态的dynamic灵活的flexible抵制resistance敌对antagonism折中eclectic(6)激励motivation潜意识subconscious地位status情感affection欲望desire压力pressure满足satisfaction自我实现的需要needsforself-actualization尊敬的需要esteemneeds归属的需要affiliationneeds安全的需要securityneeds生理的需要physiologicalneeds维持maintenance保健hygiene激励因素motivator概率probability强化理论reinforcementtheory反馈feedback奖金bonus5股票期权stockoption劳资纠纷labordispute缺勤率absenteeism人员流动turnover奖励reward(7)特许经营franchise热诚zeal信心confidence鼓舞inspire要素ingredient忠诚loyalty奉献devotion作风style品质trait适应性adaptability进取性aggressiveness热情enthusiasm毅力persistence人际交往能力interpersonalskills行政管理能力administrativeability智力intelligence专制式领导autocraticleader民主式领导democraticleader自由放任式领导free-reinleader管理方格图themanagerialgrid工作效率workefficiency服从obedience领导行为leaderbehavior支持型领导supportiveleadership参与型领导participativeleadership指导型领导instrumentalleadership成就取向型领导achievement-orientedleadership管理学英语词汇（1）目标mission/ objective集体目标group objective内部环境internal environment外部环境external environment6计划planning组织organizing人事staffing领导leading控制controlling步骤process原理principle方法technique经理manager总经理general manager行政人员administrator主管人员supervisor企业enterprise商业business产业industry公司company效果effectiveness效率efficiency企业家entrepreneur权利power职权authority职责responsibility科学管理scientific management现代经营管理modern operational management行为科学behavior science生产率productivity激励motivate动机motive法律law法规regulation经济体系economic system管理职能managerial function产品product服务service利润profit满意satisfaction归属affiliation尊敬esteem自我实现self-actualization人力投入human input盈余surplus收入income成本cost资本货物capital goods7机器machinery设备equipment建筑building存货inventory（2）经验法the empirical approach人际行为法the interpersonal behavior approach集体行为法the group behavior approach协作社会系统法the cooperative social systems approach社会技术系统法the social-technical systems approach 决策理论法the decision theory approach数学法the mathematical approach 系统法the systems approach随机制宜法the contingency approach管理任务法the managerial roles approach经营法the operational approach人际关系human relation心理学psychology态度attitude压力pressure冲突conflict招聘recruit鉴定appraisal选拔select培训train报酬compensation授权delegation of authority协调coordinate业绩performance考绩制度merit system表现behavior下级subordinate偏差deviation检验记录inspection record误工记录record of labor-hours lost销售量sales volume产品质量quality of products先进技术advanced technology顾客服务customer service策略strategy结构structure8(3)领先性primacy普遍性pervasiveness忧虑fear忿恨resentment士气morale解雇layoff批发wholesale零售retail程序procedure规则rule规划program预算budget共同作用synergy大型联合企业conglomerate资源resource购买acquisition增长目标growth goal专利产品proprietary product竞争对手rival晋升promotion管理决策managerial decision商业道德business ethics有竞争力的价格competitive price供货商supplier小贩vendor利益冲突conflict of interests派生政策derivative policy开支帐户expense account批准程序approval procedure病假sick leave休假vacation工时labor-hour机时machine-hour资本支出capital outlay现金流量cash flow工资率wage rate税收率tax rate股息dividend现金状况cash position资金短缺capital shortage总预算overall budget9资产负债表balance sheet可行性feasibility投入原则the commitment principle投资回报return on investment生产能力capacity to produce实际工作者practitioner最终结果end result业绩performance个人利益personal interest福利welfare市场占有率market share创新innovation生产率productivity利润率profitability社会责任public responsibility董事会board of director组织规模size of the organization组织文化organizational culture目标管理management by objectives 评价工具appraisal tool激励方法motivational techniques控制手段control device个人价值personal worth优势strength弱点weakness机会opportunity威胁threat个人责任personal responsibility顾问counselor定量目标quantitative objective定性目标qualitative objective可考核目标verifiable objective优先priority工资表payroll（4）策略strategy政策policy灵活性discretion多种经营diversification评估assessment一致性consistency应变策略consistency strategy公共关系public relation10价值value抱负aspiration偏见prejudice审查review批准approval主要决定major decision分公司总经理division general manager资产组合距阵portfolio matrix明星star问号question mark现金牛cash cow赖狗dog采购procurement人口因素demographic factor地理因素geographic factor公司形象company image产品系列product line合资企业joint venture破产政策liquidation strategy紧缩政策retrenchment strategy战术tactics(5)追随followership个性individuality性格personality安全safety自主权latitude悲观的pessimistic静止的static乐观的optimistic动态的dynamic灵活的flexible抵制resistance敌对antagonism折中eclectic(6)激励motivation潜意识subconscious地位status情感affection欲望desire11压力pressure满足satisfaction自我实现的需要needs for self-actualization尊敬的需要esteem needs归属的需要affiliation needs安全的需要security needs生理的需要physiological needs维持maintenance保健hygiene激励因素motivator概率probability强化理论reinforcement theory反馈feedback奖金bonus股票期权stock option劳资纠纷labor dispute缺勤率absenteeism人员流动turnover奖励reward(7)特许经营franchise热诚zeal信心confidence鼓舞inspire要素ingredient忠诚loyalty奉献devotion作风style品质trait适应性adaptability进取性aggressiveness热情enthusiasm毅力persistence人际交往能力interpersonal skills行政管理能力administrative ability智力intelligence专制式领导autocratic leader民主式领导democratic leader自由放任式领导free-rein leader管理方格图the managerial grid工作效率work efficiency12服从obedience领导行为leader behavior支持型领导supportive leadership参与型领导participative 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英国公司法中英文对照英国公司法的中英文对照如下：1. 公司 - Company2. 股东 - Shareholder3. 董事 - Director4. 董事会 - Board of Directors5. 董事长 - Chairman6. 高级管理层 - Senior Management7. 董事会会议 - Board Meeting8. 股东大会 - General Meeting9. 注册办事处 - Registered Office10. 注册公司 - Registered Company11. 注册号 - Registration Number12. 股份 - Share13. 招股说明书 - Prospectus14. 公司章程 - Articles of Association15. 股东协议 - Shareholders' Agreement16. 股权 - Equity17. 盈余 - Profits18. 亏损 - Losses19. 年度财务报告 - Annual Financial Report20. 税务申报 - Tax Filing21. 资产 - Assets22. 负债 - Liabilities23. 财政年度 - Financial Year24. 发行股票 - Issue Shares25. 分红 - Dividend26. 合并 - Merger27. 收购 - Acquisition28. 公开上市 - IPO (Initial Public Offering)29. 债权人 - Creditor30. 债务人 - Debtor请注意，以上只是英国公司法中的一些基本术语，实际上英国公司法是一个较为庞大和细致的法律体系，其中的术语和条款远不止这些。

任何具体的法律问题或法律文件应该在寻求专业律师意见之下处理。