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 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
• Legal English: Peter’s Pills – Lesson 9 – Lasting Power of Attorney
• Legal English: Peter’s Pills – Lesson 8 – Guardianship
• Legal English: Peter’s Pills – Lesson 7 – Damage vs Damages
• Legal English: Peter’s Pills – Lesson 6 – Legal Doublets
• Legal English: Peter’s Pills – Lesson 5 – Escrow

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.

Continua a leggere →

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).

Continua a leggere →

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 →

Gazumping and Gazundering

Transcript:

Hello!

Today we are in England to we meet John and Mary.

John puts his home up for sale for £500,000. Mary visits the home, loves it and agrees to buy it for £500,000. They shake hands and smile.

Mary immediately calls her lawyer who does various property searches for her (£1,300). She also engages (ingaggia) a surveyor (geometra) who does a physical inspection of the property and writes a favourable report (£750), and a bank who agrees to give her a loan (booking fee: £150 and valuation fee: €500).

Three weeks later John meets Henrietta. He tells her that he is selling his home to Mary for £500,000.

Continua a leggere →

English words that the English do not understand

Transcript:

Hello!

Today we will look at some words that Italian people have borrowed from English, but which are used in a way that native English speakers would not easily understand. In bold is what you should say if want a native English speaker to understand you:

• Basket – The sport is called basketball in English. We use a basket” for picnics. If you say “Do you want to play basket?” We will understand “Do you want to play cestino?” You should say “Do you want to play basketball?“;
• Bar – The Italian “bar” is similar to an English “café“. For us a “bar” means a “pub” where coffee and tea are not served. If you say “Let’s go to the bar for breakfast”, I presume we will have beer and fish and chips;
• Block-notes or Bloc-notes – In English we call it a notepad;
• Body rental – Is a temporary staffing firm when referred to the company offering temporary staff, or temporary staff if referring to the person who is filling a temporary position;
• Box – “Box” means “scatola” in English. A car is parked in a garage;
• Box doccia – shower cubicle;
• Cotton fioc – We say Cotton bud (UK) or cotton swab (USA);
• Un discount – A Hard-discount supermarket. “Discount” only means “sconto” in English;
• Una fiction – A miniseries. “Fiction” means “storia o racconto di fantasia” in English;
• Un talent – A talent show. “Talent” means “talento” in English;
• Un golf – A sweater or a jumper or a jersey. “Golf” is a sport in the UK and USA;
• Un Mister – A football coach;
• Un night – A nightclub. On its own “night” only means notte in English;
• Un residence – A residencial hotel, a residency hotel or an extended stay hotel;
• Un happy hour – A happy hour is a time when drinks are sold cheaply, or half price, in a bar to encourage drinking and to get the bar full earlier. There is no equivalent for what Italians take to mean as “apericena”. At a Happy Hour in the UK or USA you drink a lot and pay very little. At a Happy Hour in Italy you drink very little and eat a lot!;
• Fare footing – Go jogging. “Footing” in English means “appoggio per i piedi“;
• Plum cake – Loaf cake. For us a plum cake means “torta di prugne“;
• Pullman – Luxury bus or coach;
• Pungiball – Punching bag or punching ball;
• Sexy shop – Sex Shop. “Sexy shop” to us would mean that the shop, itself, is very sexy (che il negozio stesso è sexy e affascinante);
• Social – We say Social network;
• Fare un po’ di social – to go onto social networking sites for a while;
• lo Smartworking – Working from home or Remote working. We have no idea what you mean if you say “He is in smartworking”. Please say “He is working from home“;
• Spot – TV advert. For us “spot” means macchia;
• Stage – Internship. “Stage” means “palcoscenico; palco“. Fare uno stage – to do an internship;
• Un ticket – pay the cost associated to a National Health Care System service;
• Tight – Morning Suit or Morning Dress;
• Un trolley – Roller bag or Suitcase with wheels. Trolley means “carrello da supermercato o da trasporto” in English, So if you say “I’ll take a trolley on my trip”, we understand that you will be using a supermarket trolley, like a homeless person;
• Tutor – Speed camera or Traffic enforcement camera;
• Water – Water closet or W.C. or toilet. “Water” on its own only means “acqua“;
• Un Writer – Graffiti writer or Graffiti artist;
• Un Babykiller or Baby Killer – Juvenile murderer. If you say “baby killer” an English speaker would understand “a person who kills babies”.

Continua a leggere →

Easement vs Profit à prendre

Transcript:

Hello!

Today we look at two interesting concepts in Land Law, namely an easement (servitù) and a profit à prendre (a volte servitù, o licenza, o usi civici).

Easements may arise (verificarsi) when you want to use another person’s land for a specific purpose, e.g., as a right of way for people, for telephone lines, gas pipelines, sewers (fognature), or for storage (stoccaggio).

Continua a leggere →

-er, -or and -ee names

Transcript:

Hello!

Names with reciprocal opposite relationships are often indicated by -er/-or and -ee endings in Legal English.

Generally the party who “does” or “gives” ends in -er/-or, while the party who “receives” ends in -ee. So, for example, an Employer is someone who gives employment to another person known as an Employee.

Lets look at some more common examples like this:

Assignor is a party who assigns or transfers something to another party.

Assignee is the party to whom something is assigned.

Continua a leggere →

The Objects Clause

Transcript:

Hello!

Before the Companies Act 2006 (CA 2006), every company was required to include an objects clause (oggetto sociale) in its memorandum of association (atto costitutivo). This objects clause set out the purpose for which the company was formed and limited the activities of the company to those set out (stabilite) in its objects clause. Any transaction that fell outside the objects clause was ultra vires, which means “outside the capacity of the company”, and therefore void (nulla). Today UK companies are no longer required to have an objects clause.

Continua a leggere →