法律英语培训(学前测试)

　　 下面是一家外资所(lawfirm)的面试题，我们把它作为法律英语培训的第一课，也让大家测试一下自己的法律英语水平，不管有多难，我们希望大家能够认真做一做，稍后我们会提供一个参考答案给大家:)　所以，一定要抓紧时间。
　　 如果这份试卷对您有难度，那我们的目的是：通过我们一年的培训，一年的共同努力，我们就能很轻易地完成它! 加油!
　　 案例题：
　　 请用英文回答下列案例的问题：
　 　案例1：
　　 Scat Youngen, attorney at law, fresh out of law school, goes to work for Tom Olden, an established personal injury plaintiff’s attorney. The way the deal operates is this: Olden will given Youngen a bunch of files to work on, and Youngen gets to keep half of what he makes off the file. Any cases that come in just to see Youngen get the same treatment. In return for the 50% Olden gets from Youngen’s work Olden pays all the overhead of the office. Everything was "at will" and if Youngen ever wanted to leave, he had to pay Olden 50% of all recoveries on cases he took with him.
　　 Youngen soon made a name for himself and started getting clients on his own. One day, two years after Youngen joined Olden, a huge case came into the office, just for Youngen. The client said: "I only want you to work on my case. Frankly, I don’t like Olden. `Fact o’ bidness’ is, I almost didn’t come to you at all, cause I don’t want Olden to get any part of this fee." No problem, Youngen said.
　　 Youngen filed suit (Olden paid the filing fee) and worked the case from Olden’s office, then left with all his files one night about six months later. Six months after that, Youngen settled the case for six ka-zillion dollars, of which two ka-zillion was his fee. Olden filed suit for his one ka-zillion dollar divvy, and Youngen answered that the client only wanted youngen to get the fee. Naturally, because this was a deal lawyers made amongst themselves (instead of for other folks) everything was oral. Olden has a memo that he passed out to everybody in the firm a year after Youngen joined which said "It has come to my attention that lawyers have left this firm in the past without listing all the cases they took with them, and that I haven’t been getting my half of those settlements. Henceforward, if anyone leaves, they’ll have to give me a list and sign a promise to pay over half. If you don’t like it, give me your keys today. If any clients want you particularly to work their case, you can check the file out after the client agrees that I have a lien on any fee."
　　 Youngen didn’t give the list or sign the promise and his client didn’t agree that Olden had a lien.

　　 问题：
　　 This case is tried before you without a jury. Write the opinion.
　　 案例2：
　　 The articles of incorporation of Ergo, Inc. authorize the issuance of 400,000 Class A Common Shares and 1,000,000 Class B Common Shares, all of which are issued and outstanding.Dart owns all of the Class A shares and none of the Class B shares.Ergo’s Articles provide that Ergo has seven directors elected by straight voting, with Class A shares to elect four directors and Class B shares to elect three directors.
　　 Several months ago, Ergo’s board of directors properly approved an expansion plan for the business that would require $5 million of additional capital.At their regular February 1 meeting, the directors discussed possible sources to fund the expansion plan.One Class B director suggested that Ergo borrow the funds from a bank.
　　 Dart, who had elected herself as one of the Class A directors, suggested that Ergo issue a new class of shares that Dart would purchase for $5 million.The new class of shares (Class C Preferred) would be entitled to a cumulative preferred dividend.In support of this alternative, Dart presented an opinion from an independent investment bank that stated:
　　 (1)$5 million would be a fair value for the Class C Preferred, and
　　 (2)in the long run, payment of the proposed preferred dividend would be less costly to Ergo than interest payments on a loan.
　　 After one hour of spirited discussion of these alternatives, all seven directors voted to recommend to the shareholders that Ergo’s Articles be amended to authorize the issuance of the Class C Preferred as proposed by Dart.A special meeting of the shareholders was properly called for the purpose of voting on the proposed amendment to the Articles.
　　 Prior to that meeting, a proxy statement was issued to all shareholders disclosing all relevant information about the plan to issue the Class C Preferred to Dart.However, the proxy statement did not disclose the alternative funding method the Class B director initially proposed.At the shareholders meeting, a quorum was present, and the amendment to the Articles was adopted by the following vote:

　　 In Favor Opposed
　　 Class A Shares400,000 0
　　 Class B Shares720,000 100,000
　　 Following shareholder approval, the Ergo board of directors met to consider the issuance of the newly authorized Class C Preferred.All seven directors voted to issue the Class C Preferred to Dart for $5 million in cash.
　　 A Class B shareholder filed a derivative action against the directors to enjoin the issuance of the Class C Preferred to Dart.The Class B shareholder alleged (a) that the directors erred in deciding to issue the Class C Preferred rather than borrow the money from the bank; (b) that the directors had breached their duty of care to Ergo; and (c) that Dart had breached her duty of loyalty to Ergo.
　　 问题：
　　 Considering the Class B shareholder’s allegations and all possible defenses, who is likely to prevail?Explain.
　　 翻译题：
　　 1.中译英：
　　 授权委托书
　　（个人诉讼/仲裁/执行特别授权用）
　　 委托人：
　　 受委托人：
　　 现委托上列受委托人在我（单位）与的侵权损害赔偿纠纷之调解、仲裁和一审诉讼、二审诉讼、申诉以及申请执行事项（下称"委托事项"）中，作为我方代理人。上述代理人在委托事项中实施的行为，我方承担完全的法律责任。
　　 代理人的代理权限：
　　 调查取证，提起诉前财产保全、诉讼财产保全，提起诉讼/仲裁、反诉/反请求、上诉、申诉、申请执行，确定仲裁庭组成方式、选定仲裁员，参加庭审，代理陈述、答辩和辩论，处理相关的程序性事务，申请重新鉴定、勘验、评定和认证，签署、签收全部相关文件，转委托代理，代理调解、和解，承认、变更、放弃诉讼/仲裁/执行请求，撤回起诉/仲裁、反诉/反请求、上诉、申诉和执行申请，代理接收全部案款和相关款项。
　　 代理人的代理权限：
　　 委托期限：自本委托书签署之日起至委托事项办理终结止。
　　 其他事项：本委托书为不可撤销之法律文件。
　　 委托人：
　　 年月日

　　 2. 英译中：
　　 SECTION 102. KNOWLEDGE AND NOTICE.
　　 (a) A person knows a fact if the person has actual knowledge of it.
　　 (b) A person has notice of a fact if the person: (1) knows of it;(2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question.
　　 (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
　　 (d) A person receives a notification when the notification: (1) comes to the person’s attention; or (2) is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
　　 (e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
　　 (f) A partner’s knowledge, notice, or receipt of a notification of a fact
　　 relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
　　 SECTION 103. EFFECT OF PARTNERSHIP AGREEMENT;NONWAIVABLE PROVISIONS.
　　 (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this [Act] governs relations among the partners and between the partners and the partnership.
　　 (b) The partnership agreement may not:

(1) vary the rights and duties under Section 105 except to eliminate the duty to provide copies of statements to all of the partners; (2) unreasonably restrict the right of access to books and records under Section 403(b); (3) eliminate the duty of loyalty under Section 404(b) or 603(b)(3), but: (i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (4) unreasonably reduce the duty of care under Section 404(c) or 603(b)(3); (5) eliminate the obligation of good faith and fair dealing under Section 404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;(6) vary the power to dissociate as a partner under Section 602(a), except to require the notice under Section 601(1) to be in writing;(7) vary the right of a court to expel a partner in the events specified in Section 601(5);(8) vary the requirement to wind up the partnership business in cases specified in Section 801(4), (5), or (6);(9) vary the law applicable to a limited liability partnership under Section 106(b); or (10) restrict rights of third parties under this [Act].