Learning Synopsis

This exercise introduces the use of search engines in understanding foreign language legal terms and explains how to find the relevant pages in English.

Exercise

You are assisting a litigation partner at your law firm in an international arbitration involving a breach of contract. Your firm’s client is a Russian supplier of electronics equipment which is now in a dispute with one of its customers, a US manufacturer, regarding liability for payment of value added tax under a supply contract.

According to the arbitration clause in the contract, the place of arbitration will be the Stockholm Chamber of Commerce in Sweden. The arbitration clause also provides that there will be three arbitrators. Each party is allowed to pick one arbitrator, who must be a qualified judge, but the arbitration clause is silent about the appointment of the third.
Your client has already selected an arbitrator. The US manufacturer has also chosen an arbitrator, a retired Swedish judge. The former judge’s English-language CV states that he formerly worked for the Skatteverket in Sweden, and was also a notarie.

The partner you are assisting will have a conference call with the Russian client later this afternoon. Before the call, she wants as much information as possible and asks you to do some quick research. Using the Internet, find the answers to the following questions:

• What, if anything, do the rules of the Arbitration Institute say about choosing a third arbitrator?
• Naturally, your client is interested to know the credentials of the Swedish arbitrator. What is the business of the Skatteverket?
• What is a Swedish notarie?

Learning Synopsis

This exercise examines the use of the advanced features in Google.

Exercise

An attorney in your working group has just been contacted by one of your firm’s clients, a multinational computer hardware and software company which maintains its headquarters in your country. The client was in the process of expanding its consulting and logistics operations in the US market, and was negotiating the purchase of a small group of consulting companies situated in Texas and California. To negotiate the purchase, your firm’s client hired a reputable Californian law firm to conduct the due diligence* of the target companies, and address other legal matters concerning the purchase.

American counsel submitted the due diligence report to the managing director of your client firm. The managing director is flying to the US in the morning and has a couple of last-minute questions regarding the contents of the report.

The due diligence report indicates that the corporate form adopted by the consulting group in California is a limited liability company, whereas the one adopted by the Texan group is a professional limited liability company.

Your colleague wants to call the client before close of business and asks you to help prepare answers to the following questions:

• What is the difference between a limited liability company and a professional limited liability company?
• What are the advantages and disadvantages of operating under each of these respective corporate forms?
• Outline any relevant considerations to the acquisition of these entities by a foreign buyer.

* to find a definition of due diligence, type the following search query into Google:
define:due diligence

Learning Synopsis

This exercise addresses the availability, use and reliability of dictionaries and language tools to research legal English terms and concepts.

Exercise

You represent a client who manages pension funds for global airline companies. She is facing financial difficulties due to the changing economic climate and ill-advised investments. Your client’s portfolio consists, among other things, of a number of domestic and foreign debt instruments issued by corporations and governments.

A portfolio manager working for your client has called you with the unfortunate news that one of the corporate issuers of debentures in his portfolio is facing imminent financial collapse. He further explains that the corporate issuer is an international supplier of solid state electronics, and has been financially restructured several times in recent years due to the financial pressures brought on by competition from integrated electronics technologies.

The fund portfolio contains debentures issued on both sides of the Atlantic; the issuer operates in the United States as a corporation, and in the United Kingdom as a limited liability company.

Your client is worried because the statutory capital adequacy of the fund is already close to breaking point. In preparing an emergency meeting of the board of directors of the pension fund, the portfolio manager wants a brief, informative memo regarding the collateral status of debentures.

In order to prepare the memo, you will need to find out whether your client will be protected as a secured creditor. To answer the question, find out:

• Is a debenture in the UK the same as in the US?
• Will the client be protected as a secured creditor in both countries?

Learning Synopsis

This exercise examines resources and strategies for doing online research into companies.

Exercise

The partner in charge of mergers and acquisitions at your firm has been contacted by a potential new client who could generate a lot of revenue for your firm. This client has contacted your firm to conduct some preliminary fact-finding regarding a rumoured merger.

The client is the distribution arm of an international publisher of financial newspapers. One of its largest markets is Canada and the United States, which together account for approximately 45% of their circulation figures. It is believed that the largest distributor of newspapers and periodicals in North America will shortly acquire the second biggest player in the North American market. This acquisition would create a less favourable competitive market for buyers of distribution services. As transportation and distribution costs account for nearly half of your client’s expenses, this is a matter of immediate concern.

The client has long considered acquiring its own distribution network in North America, and is now feeling the pressure to act. There are a number of possibilities, including the acquisition of one of the top North American distributors. In order to avoid prematurely inflating the price of a possible target company, the client wishes to make discreet enquiries regarding some of the distributors.

The partner in charge of mergers and acquisitions wants to carry out thorough research quickly and discreetly. She asks you to complete the following tasks:

• Compile a list of sources of information which could be used to quickly research North American companies. Outline the kind of information that can be found from each of these sources.
• Provide a one-page memo with detailed information on Knight Ridder, one of the companies your client is considering acquiring, including the following information:
  • details of the services Knight Ridder supplies
  • key competitors
  • number of employees
  • name of chairman/CEO and CFO
  • sales figures and net income for last year
  • recent mentions in the media, including date and publication
  • current stock price
  • most recent SEC filings

Learning Synopsis

This exercise examines how to acquire English language legal forms and model documents using meta-search techniques and open web searches.

Exercise

The years of hard work your firm has committed to cultivating start-up technology clients have paid off. Many of your clients have grown into highly innovative and profitable companies, and are now being purchased, or being targeted for purchase, by companies in North America, Asia, and the Nordic region. This will provide not only an excellent source of Mergers and Acquisitions (M&A) work, but will open up the possibilities of acquiring new clients and revenue from abroad.

In order to benefit from this new market, your firm has developed a plan of measures with an emphasis on its own infrastructure: better data processing and retrieval systems, more efficient communications, and the expansion of its form documents database and digital library.

You have been appointed to collect and catalogue standard contract terms and conditions in English relating to M&A, buying and selling businesses and consumer agreements.

• Use the Internet to find an example contract for each of the following:
  • an agreement to sell/purchase a business
  • an agreement of merger and plan of reorganisation
  • a consumer loan agreement.
• Ensure that each of the example contracts you have collected includes a provision detailing remedies available in case of breach of contract.

Learning Synopsis

This exercise uses clustering search engines to find out about foreign legal concepts.

Exercise

Your client is a large European reinsurance company. The client specialises in reinsuring policies issued for professional malpractice liability, e.g. medical malpractice insurance, consultancy liability, and attorney errors and omissions coverage. Over the years, your client has reinsured a large portfolio of professional liability policies underwritten by foreign insurers, particularly in Commonwealth countries and the US.

The client has just undertaken a large-scale audit of their reinsurance portfolio and wants to conduct a legal due diligence, particularly regarding punitive damages. The starting point for the audit will be policies issued in the United States.

The client is aware that punitive damages are a special feature of the American legal system and wishes to find out whether or not such damages can be awarded in non-US jurisdictions. In particular, the client wants to know whether ‘lost’ punitive damages can be awarded as compensation in legal malpractice actions. In addition, the client wants to know if it is possible to insure potential losses for punitive damages, especially in the US where such awards can have devastating financial effects.

In order to advise your client, use the Internet to research the following information:

• Find out what punitive damages are.
• Can ‘lost’ punitive damages be awarded as compensation in legal malpractice actions in US jurisdictions?
• Is it possible to insure potential losses for punitive damages in the US?

International conventions determine the jurisdiction of courts in disputes between contracting parties from different countries, ownership of rights to exploit natural resources, technology export restrictions, etc. The application of the various treaties and international regulations typically involves the translation of these legal acts into multiple languages. These documents are a valuable resource when communicating the implications of international law to clients. 

Learning Synopsis

This exercise identifies multilingual legal resources and sources of law for use in carrying out legal research in English.

Exercise

You have been contacted by the head of the biosciences department of a major local university, a long-time client of your firm. She explains that the laboratory has had a recent breakthrough in the genetic modification of cotton plants, allowing cotton to be grown in a range of colours other than white. The economic implications of this development are significant, particularly if the lengthy, costly and environmentally hazardous process of dyeing cotton fabrics can be avoided.

Approximately 70% of the research budget is provided by a French manufacturing conglomerate which has a significant stake in the textiles industry. The conglomerate insists that it owns the intellectual property in this discovery by virtue of the assignment of all intellectual property rights to developments in the laboratory in exchange for providing funding. In a rush to protect this potentially invaluable technology, it has demanded the immediate surrender of all documentation and research results – including plants and seeds. The university does not dispute the assignment of rights to the intellectual property and wishes to maintain a good relationship with the conglomerate. However, being ever cautious, the university is concerned that the export of the biotechnology or genetically modified samples to the French headquarters may violate applicable laws. The department head is aware that the European Union has very strict rules concerning the import and dissemination of genetically modified products within its borders.

Your firm specialises in intellectual property and contract law, and agrees to examine the EU import regulations regarding genetically modified products. As the university is very anxious, you agree to submit a brief overview of the law on this matter within 24 hours.

• Prepare a brief overview of EU import regulations regarding genetically modified products.
• Prepare a list of key terms concerning these regulations, providing a translation into another EU language.
• Compile a list of useful portals that you discover to email to other colleagues in your department.

Learning Synopsis

This exercise uses meta-search engines to research legal concepts in English.

Exercise

Your firm has been requested to provide a lecture at an international conference in Budapest entitled “The International Labour Context: Recent Progress in Labour Law Legislation”.

Two of the senior partners are interested in attending the conference in order to profile the firm and make important business connections. They are especially keen to impress potential clients with their expertise.

Not feeling comfortable with their own level of legal English, they have requested that you do some preliminary research for their presentation. They have requested details on English language resources which they can rely on as a source of terminology and legal concepts in preparing their respective speeches. They have also requested that you provide a brief outline of a possible presentation.

• Locate and outline the topics to be covered in a presentation in English on the subject of Employment law. The presentation should include a comparison of recent developments in UK and US jurisdictions with reference to some or all of the following:
  • written statements of terms/employment contracts;
  • sex and race discrimination;
  • redundancy;
  • minimum notice periods;
  • wrongful and/or unfair dismissal;
  • employment tribunals;
  • future developments.
• If possible, the partners would like to include either an audio and/or a video clip in the presentation. Try to find an appropriate clip illustrating one or more aspects of Employment law.

Learning Synopsis

This exercise introduces visual search engines for performing legal English research online.

Exercise

Your firm represents a multi-national engineering company, headquartered in Sydney. A dispute has arisen involving the construction of electricity receiving stations constructed in Finland by your client and the electricity supplied to these stations from a Russian generating plant, also built by your client.

Your client’s Finnish customer has claimed that the receiving stations were defective. The customer is also claiming that the electrical supply from Russia exceeded the permissible power levels for the Finnish receiving stations.

Significantly, the part of the contract involving the construction of the electrical receiving facilities was very well documented. However, the provision of electricity was agreed upon after the initial contract. To complicate the matter, the electricity supply agreement was negotiated by telephone and the terms of the agreement were settled by the electronic exchange of documents.

You have been asked to conduct preliminary research on the following aspects of the matter before instructing counsel in Finland:

• Does the United Nations Convention on Contracts for the International Sale of Goods (CISG) apply to construction agreements?
• Does the CISG apply to agreements for the supply of electricity?
• Does the fact that the contract for the supply of electricity was electronic affect the application of the CISG?

Learning Synopsis

This exercise illustrates the use of directories in lieu of search engines to find specific and general legal information in English.

Exercise

One of your firm’s leading clients is involved in the forestry and paper pulp business, primarily in the Nordic countries. Due to expensive labour and timber, and very stringent environmental controls in the Nordic countries, your client is seeking to expand outside of the region and is considering a number of options. One country under consideration for development is Belarus. The economic climate and availability of cheaper labour, together with the presence of substantial agricultural areas, make it worth further scrutiny.

Your client is interested in acquiring large tracts of land from which to harvest timber and to construct and operate paper mills operated by local labour. Before your client embarks on a more extensive (and costly) analysis of its options, the partner responsible has asked you to conduct preliminary research on the following:

• Is it possible for a foreigner to acquire and privately hold land in Belarus?
• Is there any general legislation regarding environmentally hazardous industries?
• Is there any specific legislation regarding the paper pulp industry?