法律英语考试相关要点

法律英语考试相关要点

一、三条法谚。

1、Power tends to corrupt, and absolute power corrupts absolutely.

权利导致腐败，绝对的权利绝对的权力导致绝对的腐败。

2、Just as fiduciary law is the constitution of private power, the constitution is the fiduciary law of public power.

正如诚信法是私权力的宪法一样，宪法是公权力的诚信法。

3、Sunlight is said to be the best of disinfectants; electric light the most efficient policeman.

阳光据说是是最好的杀毒剂，路灯光是最有效的警察。

阳光据说是消毒剂中最好的；路灯据说是最有效率的警察。

二、Disclosure philosophy.

Just as Judge Louis D. Brandeis said,Sunlight is said to be the best of disinfectants; electric light the most efficient policeman. Disclosure means a remedy for social and industrial diseases generally and for excessive underwriters' charges specifically.

三、公司治理双重权利模式。

双重权利模式，是指公司治理结构中权力由私权力和公权力两部分组成，私权力必须借助公权力予以制约和监督。

【Abstract】Power allocation is one of the two cores of corporate governance,and scholars have put forth various models of power allocation. Compared with the existing models of power allocation,this paper puts forth a new model of power allocation—dual power model,which is normative,positive,descriptive and predicative. No matter what model of power allocation is adopted,the power of directors and management tends to expand,which has also become a long- lasting logic. The Alibaba Partnership has dedicatedly integrated partnership mechanism and corporate mechanism,and the institutional revolution of corporate governance thus realized also demonstrates the expanding attribute and trend of private power of corporations,and thus the regulation of dual power in corporate governance is necessary.

（注：根据张老师在课堂上的讲解，此题的答案需要对他论文摘要的再简写，中文部分是我摘抄老师论文中的原文，详见《公司治理中的权利配置模式再认识》，法学论坛）

四、简述善意原则与诚信原则。（可以用中文）

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to thecorporation and its shareholders. This duty has twocomponents: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudentperson would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all materialinformation reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonablybelieves to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This dutyprohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interestpossessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumedto have been