Appurtenant vs In gross

Transcript:

In Peter’s Pills 42 (“Easement vs Profit à prendre“) we discovered that in the common law system an easement is the right to use someone’s land (e.g., right of way), while a profit à prendre is the right to take something away from someone’s land (e.g., wood; grass etc) . Today we see how these two can be either appurtenant (appartenenti) or in gross (in proprio).

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Building societies and Banks

Transcript:

Hello!

What is a building society? If you think that a building society is a company that builds buildings, then this Peter’s Pill is for you.

Banks (banche) and Building societies (Casse di risparmio) are different types of financial institutions that help people and businesses with their money.

Banks are owned by (sono di proprietà di) people who invest money to make profits. They offer many services like current accounts (conti correnti) and savings accounts, loans (prestiti), mortgages (mutui), and ways to invest money. Banks can be big and have branches (filiali) all over the country or even in other countries. The government makes sure (si assicura che) banks follow rules to protect customers and the economy.

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Valid, void and voidable contracts

Transcript:

Hello!

Today we look at valid, void and voidable contracts.

Valid Contracts: A valid contract is a legally binding agreement that meets all the necessary requirements. It must have an offer, acceptance, consideration, intention to create legal relations, and free consent – these are the essential elements of a contract. A valid contract can be enforced through legal remedies if either party fails to fulfil their obligations.

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Rescission

Transcript:

Hello!

Today we look at the meaning of rescission in the common law system. Please be careful. The meaning of rescission may be very different form the meaning in a civil law context.

Rescission is not the same thing as cancellation. Rescission is the undoing of a contract from its beginning. “Rescission of contract” refers to the legal process of undoing (disfacimento) or cancelling a contract as if it never existed, thereby restoring (riportando in questo modo) the parties to their original positions before they entered into the agreement.

The effect of rescission is to restore the parties to their original positions before the contract was formed. This involves returning any consideration (corrispettivo), such as money or property, exchanged between the parties. It may also involve returning goods (merci) or canceling any obligations created by the contract. If this is not possible, then rescission is not the right legal remedy to pursue (intraprendere). Continua a leggere →

Golden expressions

Transcript:

Hello!

Today we look at a few common business and legal expressions that contain the adjective “golden”. When we use “golden” it gives the idea that something is fortunate, favourable, prosperous, or abundant. For example

Golden handshake: This is generous financial compensation or a severance package (accordo di liquidazione) that is given to a senior executive (dirigente) or employee upon their departure from the company.

Golden parachute: It is a financial arrangement that guarantees substantial benefits or compensation to top executives in the event of a takeover (acquisizione) or merger (fusione), often including stock options (opzioni azionarie) and other perks (vantaggi).

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Pre-emption right vs Right of first refusal

Transcript:

Hello!

Today we look at the difference between a Pre-emption right and a Right of first refusal.

Pre-emption Right: A pre-emption right is also known as a “right of first offer”. With reference to shares, this right may be found in the articles of association and grants existing shareholders the first opportunity to purchase new shares in a company before they are offered to third parties. This is generally to prevent the dilution of their shares in the company. New shares must be offered to existing shareholders in proportion to their existing holdings. If these shareholders decline to buy the shares, then the new shares may be offered to outside parties. Continua a leggere →

What do we mean by “agent” of a company?

Transcript:

Hello!

What exactly do we mean when we say that someone is an “agent” of a company?

An agent is a person or entity appointed by a company to act on its behalf (agire in nome e per conto) in business transactions. A company can appoint (nominare ) a director, employee, or a third-party as its agent.

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Voting at a meeting

Transcript:

Hello!

Today we look at the two main methods for collecting votes at company meetings, namely, a show of hands and a poll, as well as some associated words. Continua a leggere →

Contracts vs Deeds

Transcript:

Hello!

Today we look at the differences between contracts and deeds. These legal documents differ in several essential aspects, including their legal requirements, purpose, and form.

A contract is a legally binding agreement between two or more parties, where each party agrees to perform specific duties or provide benefits to the other parties. Generally, contracts do not require any formalities, and they can be written, oral or by conduct, but the last two will be harder to prove (più difficile da provare).

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Executive and Non-Executive Directors

Transcript:

Hello!

In Common Law countries, a company’s board of directors is typically made up of both executive and non-executive directors. While both types of directors have important roles to play in the company’s governance, there are some key differences between the two.

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Transfer of shares vs transmission of shares

Transcript:

Hello!

Today today we look at the difference between the transfer of shares and the transmission of shares.

Transfer of shares refers to the process of voluntarily transferring ownership of shares from one person to another. This typically occurs when an individual sells their shares to another person, or when they give them as a gift. The transfer process requires both the transferor (cedente) and the transferee (cessionario) to sign a share transfer form, which is then submitted to the company for registration. Once the transfer is registered, the new owner is listed as the shareholder and is entitled to all the rights associated with ownership, such as voting rights, dividends, and capital gains (plusvalenze).

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They, them, their for singular nouns

Transcript:

Today we look at how and when we use they, them and their as pronouns for singular nouns. In English grammar we call this the epicene “they” and it has been in use since 1375.

They, them and their are often used as pronouns to refer to certain singular nouns or to refer to indefinite pronouns. We do this when those words cannot be defined simply as he or she because we don’t know the gender of the subject and it would be horrible to use “it” because we are speaking of a person.

Let’s look at some practical examples:

• There is someone at the door. Please ask them what they want. We don’t know if that someone is a male or female, so we cannot say only he or only she, and it would be terrible to use it, so we use they/them. If you use he in this case as the pronoun and you say “There is someone at the door. Please ask him what he wants”, then your grammar will be perceived as wrong, sexist, and medieval.
• When a person talks too much, they learn little.
• Nobody in their right mind would do something so silly.
• Everyone has told me that they think I made the right decision.
• We need a manager who is generally flexible in their approach.
• A person can’t choose where they are born.

Please note that in these cases the verb agrees with the they pronoun:

• what they want (not “what they wants”)
• they think (not “they thinks”)
• they are born (not “they is born”)

It is possible to substitute the epicene “they” pronoun with nouns, but this is not always recommended because it often makes the reading heavy and repetitive. For instance:

• There is someone at the door. Please ask them what they want = There is someone at the door. Please ask him or her what he or she wants.
• When a person talks too much, they learn little = When a person talks too much, that person learns little.

In some cases a plural subject noun can be inserted instead of the epicene “they” pronoun with little or no change to the meaning of the sentence:

• When a client comes into my office I try to understand what services they need = When clients come into my office I try to understand what services they need.

Furthermore, gender non-conforming people may use ‘they’ ‘them’ and ‘theirs’ as personal pronouns. ‘They’ is a gender-neutral pronoun, compared to pronouns like ‘he/him’ or ‘she/her’ which are gendered terms. If someone tells us that they would like they/them/their to be used when referring to them in the third person, we do so. For example:

• Michael has exceeded their targets this year. They plan to apply for a promotion soon.

Remember: when we speak TO people in the second person who use they/them/their pronouns we use you:

• Hi Michael! How are you today?

When we speak ABOUT people in the third person who use they/them/their pronouns we use they/them/their:

• Michael said they were feeling well today.

Easy.

Thank you very much and see you next time for more Peter’s Pills to improve your Legal English!

See more on the epicene “they” here: A brief history of singular ‘they’.

Legal English – Sommario delle Lezioni

• Legal English – Peter’s Pills – Lesson 59 – Appurtenent vs In gross
• Legal English – Peter’s Pills – Lesson 58 – Building societies and Banks
• Legal English – Peter’s Pills – Lesson 57 – Valid, void and voidable contracts
• Legal English – Peter’s Pills – Lesson 56 – Rescission
• Legal English – Peter’s Pills – Lesson 55 – Golden expressions
• Legal English – Peter’s Pills – Lesson 54 – Pre-emption right vs Right of first refusal
• Legal English – Peter’s Pills – Lesson 53 – What do we mean by “agent” of a company?
• Legal English – Peter’s Pills – Lesson 52 – Voting at a meeting
• Legal English – Peter’s Pills – Lesson 51 – Contracts vs Deeds
• Legal English – Peter’s Pills – Lesson 50 – Executive and Non-Executive Directors
• Legal English – Peter’s Pills – Lesson 49 – Transfer of shares vs transmission of shares
• Legal English – Peter’s Pills – Lesson 48 – They, them, their for singular nouns
• Legal English – Peter’s Pills – Lesson 47 – Jointly and severally
• Legal English – Peter’s Pills – Lesson 46 – Invoice words
• Legal English – Peter’s Pills – Lesson 45 – Quotation
• Legal English – Peter’s Pills – Lesson 44 – Gazumping and Gazundering
• Legal English – Peter’s Pills – Lesson 43 – English words that the English do not understand
• Legal English – Peter’s Pills – Lesson 42 – Easement vs Profit à prendre
• Legal English – Peter’s Pills – Lesson 41 -er, -or and -ee names
• Legal English – Peter’s Pills – Lesson 40 – The Objects Clause
• Legal English – Peter’s Pills – Lesson 39 – When is Latin hot, and when is it not?
• Legal English – Peter’s Pills – Lesson 38 – Default
• Legal English – Peter’s Pills – Lesson 37 – Company Agent
• Legal English – Peter’s Pills – Lesson 36 – Injunction (false freind)
• Legal English – Peter’s Pills – Lesson 35 – Mortgage
• Legal English – Peter’s Pills – Lesson 34 – Freehold, Leasehold and Commonhold estates
• Legal English – Peter’s Pills – Lesson 33 – Transferor, Transferee and Transmittee
• Legal English – Peter’s Pills – Lesson 32 – Tax evasion, tax mitigation and tax avoidance
• Legal English – Peter’s Pills – Lesson 31 – Numbers
• Legal English – Peter’s Pills – Lesson 30 – Ordinary resolutions vs special resolutions
• Legal English – Peter’s Pills – Lesson 29 – AGM vs EGM
• Legal English – Peter’s Pills – Lesson 28 – A going concern
• Legal English – Peter’s Pills – Lesson 27 – Collocations: Violate, breach, break, disobey and infringe
• Legal English – Peter’s Pills – Lesson 26 – Company meeting words
• Legal English – Peter’s Pills – Lesson 25 – Mortgagor vs Mortgagee
• Legal English – Peter’s Pills – Lesson 24 – Fixed charges vs Floating charges
• Legal English – Peter’s Pills – Lesson 23 – Doctrine
• Legal English – Peter’s Pills – Lesson 22 – Construe
• Legal English – Peter’s Pills – Lesson 21 – Sign vs Execute
• Legal English – Peter’s Pills – Lesson 20 – The closing statement
• Legal English – Peter’s Pills – Lesson 19 – Writing Business Emails
• Legal English – Peter’s Pills – Lesson 18 – Limited companies
• Legal English – Peter’s Pills – Lesson 17 – Annual Accounts
• Legal English – Peter’s Pills – Lesson 16 – Meetings
• Legal English – Peter’s Pills – Lesson 15 – Attorney-at-law vs Attorney-in-fact
• Legal English – Peter’s Pills – Lesson 14 – Here and there compounds
• Legal English – Peter’s Pills – Lesson 13 – Subject Matter
• Legal English – Peter’s Pills – Lesson 12 – The clear days rule
• Legal English – Peter’s Pills – Lesson 11 – Shareholder, Member or Holder of shares?
• Legal English: Peter’s Pills – Lesson 10 – Competition Law

Jointly and severally

Transcript:

Hello!

Today we look at “jointly and severally”.

“Jointly and severally” (in via solidale; in solido) is a legal term used to describe a situation where two or more parties are held responsible for a debt or obligation. “Jointly” means that all parties are responsible for the full amount that is owed (intero importo dovuto) or for the full obligation. “Severally” means that each party is individually responsible for the full amount of that debt or obligation. This means that if one party fails to fulfill their obligation, the other party(ies) may be held responsible for that obligation.

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Invoicing for notarial services

Transcript:

Hello!

Everyone enjoys making out (emettere) invoices and today we look at some possible translations that may be useful for a Civil Law Notary Public when billing (fatturare) items (voci).

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Model quotation for notarial services

Transcript:

Hello!

Today we look at the possible basis for a quotation that an Italian Civil Law Notary Public might send to a new client who requires succession, conveyancing or other services:

Dear Ms Jacobs

Subject: quotation for activities to be carried regarding [-] (brief description of activities) Continua a leggere →