MATCHING

Match these words with their descriptions and then write down the answers (2021):

h. a warranty that the goods being sold are

1. Warranty of fitness H
suitable for the purpose for which the buyer is
Bảo hành về mục đích SP purchasing them

2. Disclaimer of warranty G g. a negation or restriction of the rights under a

Từ chối bảo hành warranty given by the seller to a buyer

i. a clause in a contract which provides that, in

the event that one or more provisions of the
3. Severability – I
agreement are found to be invalid or
Điều khoản tách hợp đồng unenforceable, the remaining provisions of the
agreement will not be affected

4. Assignment D d. a clause which prohibits or permits assignment

Chuyển nhượng, kiểu thế quyền under certain conditions

c. a clause which sets out which party is

5. Payment of costs C Commented [1]: nghĩa vụ trả mấy chi phí lặt vặt có liên
responsible for payment of costs related to quan đến hợp đồng ctct
Nghĩa vụ trả các chi phí lặt vặt có liên preparation of the agreement an ancillary
quan tới hợp đồng ctct document

f. a clause designed to protect against failures to

6. Force majeure F perform contractual obligations caused by
Điều khoản bkk unavoidable events beyond the party’s control,
such as natural disasters or wars

7. Warranty of merchantability E e. a warranty that the goods being sold are of a Commented [2]: đảm bảo khả năng bán được??? (ko
Đảm bảo khả năng HH sẽ được bán quality that generally conforms to ordinary bt dịch đúng ko)
với tiêu chuẩn thông thường như các standards of similar goods sold under similar
HH khác circumstances

8. Exemplary damages A a. compensation which is imposed by the court to

Bồi thường mang tính răn đe deter malicious conduct in the future

b. a clause which contains provisions providing

that, despite the fact that the purchaser has taken
9. Retention of title clause B
possession of the goods, the vendor maintains
Bảo lưu quyền sở hữu
ownership thereof until some condition (usually
payment) is fulfilled

j. compensation which seeks to put the non-

10. 'benefit of the bargain' damages – J
breaching party in the position he would have
Bồi thường kỳ vọng
been had the contract been performed
(2023)

1. Fraud in the inducement h, when one party is intentionally misled about the terms, quality
H or other aspect of the contractual relationship that leads the party

Bị lừa to enter into the transaction

2. Penalty G
g, provisions intended to serve as a deterrent to breach of contract
Điều khoản phạt

e, a clause in a contract which states that the written terms of an

3. Merger E agreement may not be varied by prior or oral agreements because

Điều khoản về sáp nhập all such agreements have been consolidated into the written

document

4. Consideration F
f, a clause which expresses the cause, motive, price or impelling
Sự đảm bảo để thúc đẩy
motive which induces one party to enter into an agreement
trước khi kí hđ

5. Acceleration J
j, a clause in a contract which requires the obligor to pay all or a
Thúc đẩy bên kia hoàn
part of a payable amount sooner than as agreed upon the
thành nốt phần nghĩa vụ
occurrence of some event or circumstance stated in the contract,
còn lại
usually failure to make payment

6. Duress B b, when one party induces another into entering into a contract by
Bị ép bằng vũ lực use of threat of force, violence, economic pressure or other
similar means

i, a clause in a contract which provides that, in the event that one

7. Severability I
or more provisions of the agreement are declared unenforceable,
the balance of the agreement remains in force

c, a clause which prohibits or permits assignment under certain

8. Assignment C conditions
 d, a clause which sets out which party is responsible for payment
9. Payment of costs D of costs related to preparation of the agreement an ancillary
documents

a, a clause designed to protect against failures to perform

10. Force majeure A contractual obligations caused by unavoidable events beyond the
party's control, such as natural disasters or wars

(2022)

I. when one party is intentionally misled about the terms,

Fraud in the inducement quality or other aspect of the contractual relationship that
leads the party to enter into the transaction

G. provisions intended to serve as a deterrent to breach

Penalty
of contract

C. a clause in a contract which states that the written

terms of an agreement may not be varied by prior or oral
Merger
agreements because all such agreements have been
consolidated into the written document

E. a clause which expresses the cause, motive, price, or

Consideration impelling motive which induces one party to enter into
an agreement

F. compensation determined by the amount of benefit

Restitution damages
unjustly received by the breaching party

Acceleration J. a clause in a contract which requires the obligor to pay

 all/a part of a payable amount sooner than as agreed
upon the occurrence of some event or circumstance
stated in the contract, usually failure to make payment

B. when one party induces another into entering into a

Duress contract by use of threat of force, violence, economic
pressure or other similar means

A. compensation necessary to reimburse the non

Reliance damages breaching party for efforts expended or expenses
incurred in the belief that the contract will be performed

H. provisions in a contract stipulating the amount

Liquidated damages required to compensate an injured party in the event of a
breach

D. compensation which seeks to put the non-breaching

'benefit of the bargain'
party in the position he would have been had the contract
damages
been performed

Ôn từ vựng: https://quizlet.com/vn/901445952/tieng-anh-phap-lu-flash-
cards/?funnelUUID=dde4f624-061a-4a90-8735-74944907f047

ĐIỀN TỪ
Question 1. Read the following information from an advertisement about the skills needed
for paralegals and legal assistants. Use the words in the box to form appropriate words
to fill in each gap.

SKILLS REQUIRED FOR PARALEGALS AND LEGAL ASSISTANTS

Writing - Communicating (1)__effectively_______ in writing as appropriate for the needs of
the audience.
Critical thinking - Using logic and reasoning to identify the (2)__strengths________ and
weaknesses of alternative solutions, (3)_conclusions___________or approaches to problems.
Reading Comprehension - Understanding written sentences and paragraphs in work-related
documents.
Negotiation - Bringing others together and trying to reconcile (4)__differences_________.
Time Management - Managing one's own time and the time of others.
Speaking - Talking to others to convey (5)______information____________.
Persuasion - Persuading others to change their minds or behavior.
Coordination - Adjusting actions in relation to the actions of others.
Complex problem solving - Identifying complex problems and reviewing related
information to develop and (6)__evaluate________ option and implement solutions.

VALUE INFORM CONCLUDE

STRONG DIFFERENT EFFECT

LISTENING
(2022)
Part 1
(ILEC)
Questions 1-6

You will hear three different extracts

For questions 1-6, choose the answer (A, B or C) which fits best according to what you hear.
There are two questions for each extract. You will hear each extract twice.

Extract one

You hear a lawyer talking to a client, John Roberts, who is interested in franchising.

1. What reason for the popularity of franchising in developing countries does the lawyer
give?

A. It allows small businesses to expand into other regions.

B. It requires less capital investment than other start-ups.

C. It is a low-risk way to do business.

2. What does the lawyer warn her client about franchising in certain countries?

A. the lack of franchise-specific legislation

B. the need to scrutinise prospective business partners

C. the difficulty of enforcing legal rights

Extract two
You hear a lawyer, Brigit Capper, announcing her firm's plans to merge with another law
firm.

3. According to Capper, what is the main reason for the merger?

A. The regions the firms cover will complement each other.

 B. The two firms have their origins in a similar background.

C. Buying a going concern was paramount for her firm.

4. Most clients have not yet realised that the merger could result in their

A. doing business in new markets.

B. getting legal advice much more quickly.

C. needing fewer law firms for complex transactions.

Extract three

You hear two IP and IT resolution lawyers discussing a recent case involving an author and a
publishing company.

5. What was the deciding factor in the court's ruling in the case discussed?

A. the age of the contract in question

B. the definition of a word

C. a change in copyright law

6. What do both lawyers think will happen as a result of the case?

A. Digital piracy will increase.

B. Authors will choose to self-publish.

C. Publishers will tighten up their contracts with authors

Part 2

Questions 7-11

You will hear two lawyers, Jack Ward and Sarah Briggs, discussing tendering to be on the legal
panel for a large supermarket chain. For questions 7-11, choose the best answer (A, B, or C).

You will hear the recording twice.

7. In Jack's opinion, why is the supermarket carrying out a review of its legal panel for
retail development?

A. It intends to reduce costs.

B. It is part of a larger company review.

C. It needs advisers with international expertise.

8. Which aspect of tendering for the supermarket's business worries Sarah?

A. The supermarket has asked for evidence of innovation.

B. The deadline for submissions may not be realistic.

C. The competition from other law firms is strong.

9. What do they agree may be a disadvantage of getting the business?

A. finding suitably experienced staff at short notice

B. a restriction insisted on by the supermarket

C. the lack of long-term security of the contract

10. A law firm who was previously on the supermarket's legal panel has not been asked
to tender because it

A. acted against the supermarket in an IP case.

B. lost an IP case brought against the supermarket.

C. no longer employs the IP specialist who worked with the supermarket.

11. Why does Jack think their tender could be successful?

A. They have a good reputation as a client-centred firm.

B. They are seen as a proactive law firm.

C. They offer a wide range of services.

(2023)
Question 1 (2 marks): Test of listening
You will hear a discussion between two lawyers, Lawrence and Julie, about the importance of
branding their legal practice. For the questions listed below, choose the best answer. You will
the recording twice.

1. What does Lawrence think about their firm's brand image?

A. The firm doesn't have a brand image
B. A brand image for the firm is beginning to emerge
C. The firm has a well-established brand image

2. Julie is skeptical about the firm's ability to establish a unique brand for itself because
D. they are such a young team.
E they have too few clients.
F. clients establish a relationship with a specific lawyer
3. How does Lawrence think that establishing a brand will benefit the practice?
G. It will help distinguish them from their competitors
H. It will encourage clients to remain loyal to the firm
I. It will enable them to charge more for their services

4. Lawrence says that the firm's feedback review should

J. be carried out on a more regular basis.
K. provide information about the firms' competitors
L. include the views of the firm's staff

5. What do they decide to do?

M. Use in-house expertise to set up a project on branding
N. Use an external consultant to improve their brand image
O. Have further discussions about their real targets.

READING (2022)
Part 6 (Ilec test)
Cases reviewing termination for breach and exclusion of liability provisions

Typically, "termination for breach clauses allow for a remedy period during which the
party at fault can put right the breach before the other party is permitted to terminate. Recent
cases have narrowed the classes of irremediable breaches. In Akici Bulie (2006), Neuberger J
held that whether or not a breach is remediable is a practical rather than a technical question.
He stated that, in principle, the majority of breaches of covenant should be capable of remedy,
including breaches of negative covenant where ceasing the offensive activity will generally be
sufficient (except in cases of breach of confidentiality).
Nevertheless, the courts have sought to uphold the parties' intentions where a contract
contains specific rights to terminate for breach, such as by expressly providing for termination
in particular circumstances. In Tele2 International Card Company's Post Office Lad (2008),
Tele2 was required to provide a letter of guarantee at the start of each calendar year to the Post
Office. Tele2 failed to do so in 2004. Under the terms of the contract, this was a breach
incapable of remedy therefore entitling The Post Office) to terminate this agreement. The Post
Office sent Tele2 notice of termination on 1 December 2004. Despite the Post Office's
admission that the failure by Tele2 to send the letter was not its reason for terminating the
contract and that it had no concerns about
the viability of the guarantee, the High Court held that the language of the clause was clear and
that termination by the Post Office was effective.
Although the decision was recently overturned on appeal, because the Post Office was
deemed to have affirmed the contract and abandoned its right to terminate by continuing
performance of the contract for nearly a year, the principle in respect of specific rights to
terminate for breach still applies. Had the Post Office chosen to terminate for Tele2's breach of
its obligation to send a letter of guarantee nearer the time of the breach, it is likely that the court
would have upheld the Post Office's right since it was specifically contemplated in the contract
This can be contrasted with the finding in Schuler Wickman Machine Tool Sales Lad
(1973). Here, the court held that although there was a presumption that where a term was
described as a "condition" in a contract, any breach of such a term would give a right to
terminate, the court was not bound to hold that the term was a 'condition’ if, by construing the
contract as a whole, it would have produced an unreasonable result. Therefore parties entering
a contract should always include specific rights to terminate in the contract.
In Ferryways Associated British Parts (2008), a ship's captain was killed at port while
supervising cargo operations. The ship operator sued the port operator for breach of a
stevedoring contract. The port operator sought to rely on an exclusion clause which provided
that "where the Company is in breach... [there shall be] no liability for any loss [or] damage
suffered by the Customer which is of an indirect or consequential nature including loss of profit,
reverse, goodwill, business, production or liability to any other party. The loss claimed by the
ship operator was for its liability to the next of kin of the captain, which, the defendant port
operator argued, fell under the category of loss described as "liability to any other party' and
was excluded.
The Court of Appeal held that the ship operator's liability to the next of kin was a direct
loss and could not be excluded under the contract because, although it did fall squarely within
‘liability to any other party’, this was listed as a category of indirect or consequential loss.
Since the liability here was a direct loss, it could not be excluded. This highlights the need for
clear drafting of exclusion clauses, as courts will construe them strictly against the party
intending to rely on the clause.

49. The writer uses the case of Akici v. Butlin to illustrate the fact that
A. parties are justified in seeking to terminate as a result of breach of contract.
B. the drafting of termination for breach clauses lacks clarity in many cases.
C. there are few situations where automatic termination of a contract is justifiable.
D. in many cases remedying the breach of covenant is a question of practicality.
50. In the second paragraph, we learn that The Post Office
A. made attempts to remedy the situation with Tele2 before terminating the contract.
B. terminated its contract with Tele2 because of its failure to deliver reliably.
C. was under no obligation to explain the reason behind its decision to terminate.
D. used Tele2s breach of covenant as a pretext for terminating its contract.
51. According to the third paragraph, the decision of the Court of Appeal would have
been different if the Post Office had
A. stopped working with Tele2 as soon as the breach occurred.
B. made a provision for this particular breach in the contract.
C. respected the true intention behind the covenants in the contract.
D. been able to demonstrate its willingness to resolve the dispute.
52. The judgment in Schuler v. Wickman Machine Tool Sales Ltd (21973) illustrates the
fact that
A. It is difficult to draw conclusions based on the judgment of a single case.
B. courts continue to refine the way they interpret certain contractual terms.
C. there is little consensus on what constitutes a 'condition of the contact.
D. It not advisable for parties to rely on imprecise wording in the contract.
53. In Ferryways v. Associated British Ports (2008), the port operator claimed that
A. it had not breached any of the terms of its contract.
B. actions taken by the ship operator rendered the contract invalid.
 C. it was not liable, as the payment was not owed to the ship operator.
D. the contract lacked a clause that specifically dealt with the issue at hand.
54. According to the sith paragraph, why did the Court of Appeal find against the port
operator?
A. It had deliberately refused to perform its contractual obligations.
B. The term it was relying on was incorrectly classified.
C. its attempt to exclude itself from liability was unreasonable.
D. The exclusion clause was vague and open to a variety of interpretations.

WRITING
Question 5: Test of Writing (2022)
You recently attended an update seminar on company law. Now the senior partner has asked
you to summarize what you learned at this seminar
Write a memorandum for circulation in your firm. your memorandum should:
- briefly introduce about company law on company formation, management and
capitalization
- outline a case study you were given about pre-emption rights
- discussed issues relating to division of share capital
- suggest a relevant journal article for further reading
write your answer in 200-250 words in an appropriate style

Test of Writing (2023)

You recently attended an update seminar on contract formation. Now the Senior Partner has
asked you to summarize what you learned at this seminar.
Write a memorandum for circulation in your firm. Your memorandum should:
- Gives an overview of what constitute a legal contract and when it is enforceable
- Discuss some of the remedies in case of breach of contract obligations
- Outline a case study you were given about a dispute arising from a sale of goods
contract
Write your answer in 250-300 words in an appropriate style

Reading (2023)
The Prudent Course
Ethical and Practical Considerations in Client Selection

Like many other segments of society. law finns keenly feel the effects of an economic
downturn. Corporations carefully examine their bottom line. and ask lawyers to deliver more
for less. In such circumstances a law firm has several options 10 incrc.lse its profitability.
Seeking to enhance or establish a practice in an area of law that seems impervious to economic
swings. or in an emerging area with a high demand for legal services. is one logical response.
In fact, it is a most judicious response if a firm is willing to expend the resources - time and
money - to become immersed in the area.
Law firms with a long-range plan are generally better positioned to weather an economic
downturn. A problem arises. however. when a firm. without a plan for survival. reacts
precipitously when its client base and/or income begin to decrease dramatically. For example,
a response of this nature may cause a finn that focuses on regulatory or transactional work -
confident of its attorneys’ analytical, research, and writing abilities - to decide that it is
competent to begin litigation practice. Such a firm is not likely to appreciate the nuances of the
practice area. the importance of being familiar with how the court systems work, and the in-
depth knowledge required of the procedural and evidentiary rules.

A second reaction to a weakened economy that results in fewer new clients is to keep existing
clients when prudence and objectivity counsel withdraw from a case. Another option is to
become less discriminating when accepting clients. But feeling the effects of a weakened
economy should not cause a firm to panic and resort to accepting clients indiscriminately. On
the contrary, a firm needs to remain vigilant and adhere to its established client selection
process. Likewise, if ethical or practical concerns dictate that a firm should no longer act for a
client. the finn should 110t allow the amount of revenue it receives from the client to cloud its
judgment.

Failure to maintain rigorous standards for client selection can jeopardize an attorney's
reputation. increase stress and decrease morale within the finn. and ultimately have a negative
impact on the firm. rather than provide the remuneration the firm envisioned in entering into a
relationship with an improperly screened client. If a firm has to assign lawyers to represent it
in charges of malpractice, or has to retain outside counsel for that purpose, its bottom line is
being adversely affected. Potentially, these lawyers will have to spend several hours each day
documenting every detail of every conversation with inhouse counsel. and a substantial amount
of time apprising management of evolving issues and discussing how to resolve them.

Questions 37-42
Read the questions below and the extract on the opposite page from a journal article about
client selection
Which section (A, B, C or D) does each question 37-42 refer to?
For each question 37-42, mark one letter (A, B, C or D) on your answer sheet.
You will need to use some of these letters more than once.
There is an example at the beginning (0).
Ko

37. A firm may act with undue haste if it has failed to anticipate adverse economic conditions.
B
38. A financial outcome for a firm may be the reverse of that intended. D
39. It can be prudent for a firm to move into a specialty that is less affected by fluctuations in
the economy. A
40. A bad decision may result in a drain on a firm's resources. D
41. It is undesirable for commercial pressures to determine the continuation or otherwise of
representation. C
42. A firm may underestimate the requirements of an aspect of law in which it lacks experience.
B
EXAM FOCUS
READING (pg.245)
Questions 37-42
Read the questions and the extract on the opposite page from a journal article about the
partnership structure of law firms.
For each question 37-42, decide which section (A, B, C or D) the question refers to.
Partnership: Can it survive in today’s mega-firms?
37. Some observers believe that the prevailing organisational framework of law practices will
ultimately be replaced by something else. => A
38. Professional associations have established regulations which ensure that law partnerships
differ from other commercial partnerships. => D
39. Increasingly, law firms are adopting behaviour typical of businesses. => A
40. A partnership structure could interfere with a legal counsel's obligations to his clients => B
41. The US legal system has traditionally favoured the notion of a lawyer's personal
liability for actions taken on behalf of clients. => C
42. US attorneys may not receive payment for services rendered together with a business
associate who is not a lawyer. => D

A. One of the most striking changes in the evolution of the American legal market in recent
years has been the extraordinary growth of law firms. In 1980, the 250 largest law firms in the
country averaged only 95 lawyers. By 2001, the 20 largest firms in the US averaged 1,220
lawyers, and there were 12 firms in the country with more than 1,000 lawyers. This growth has
caused many law firms to take measures to
increase their commercial viability, such as reorganising their governance and management
systems to marshal their resources, marketing their services, and managing their client
relationships more effectively. The move toward more centralised governance and
management systems has, however, placed increasing pressure on the concept of 'partnership'
as the organising model for large law firms. Indeed, it has led many to question whether
partnership can survive as the dominant form of law-firm structure.
B. The organisation of law firms as partnerships has its roots in the history of English law, in
the traditional role of the English barrister as the 'personal representative' of his client. To
assure the effective operation of the adversary system barristers were required to take oaths to
the courts to conduct themselves objectively and in the best interests of their clients, without
any conflicts of interest whatsoever. As a consequence, barristers were required to operate as
individuals and were not permitted to be in partnership with others. They were personal
representatives of their clients, and they were liable to both the courts and their clients for the
conduct of their office.
C. This idea of the lawyer as personal representative was transplanted to America
along with the English Common Law itself. American law rejected the notion that lawyers
should be required to practise only as separate individuals. It did, however, embrace the concept
that lawyers should have personal relationships with their clients and should remain personally
liable to their clients for their actions. That led to the requirement that associations for the
practice of law could only take the form of partnerships since only that organisational structure
preserved the full personal participation and liability of the lawyers themselves. The
partnership model was effectively incorporated into law in most states through the adoption of
prohibitions against limitations on personal liability for lawyers.
D. In order to enhance the status of lawyers as 'professionals, state bars across the country
promulgated rules forbidding lawyers from engaging in activities that are common for other
types of businesses. The current Rule 5.4 of the ABA's Model Rules of Professional Conduct
reflects these prohibitions: for example, lawyers are forbidden from sharing legal fees with
non-lawyers; prohibited from forming partnerships with non-lawyers for the practice of law;
and are banned from practising
in any type of association in which a non-lawyer has any ownership interest, is a director or
officer, or has any right to direct or control the lawyers' professional judgment.

The end of 'golden shares'?

A closer look at the European High Court decisions and what they mean for European
M&A
On June 4, 2002, the European High Court issued three decisions regarding 'golden
shares', i.e. special shareholder rights designed to enable national governments of EU member
states to retain certain controls over formerly government-owned and subsequently privatised
business enterprises. The press over-eagerly announced the end of golden shares in Europe.

I. The reasoning of the Court

A closer look at the decisions, however, reveals that this is not yet the case. First, the
Court struck down only two of the three golden-share schemes at issue (namely the French
government's special rights in Elf-Acquitaine and Portugal's law on privatisations), but upheld
the Belgian regulation. Second, the Court held that special governmental shareholder rights
will be considered justified, even though they constitute a restriction of the free movement of
capital, if they: are designed to safeguard the provision of services in the public interest or
strategic services as opposed to mere financial interests; lay out well-defined procedures and
objective criteria that are subject to judicial review; and do not go beyond what is necessary to
attain the objective pursued.
After the Court stated the above justification requirements, it addressed whether the
requirements were met in the schemes of each of the countries. The French scheme was struck
down because, although it pursued a justified objective (namely, to guarantee supplies of
petroleum products in the event of a crisis), the measures employed went clearly beyond that
which was necessary to do so. In addition, the Court considered that the French net provisions
lacked precision and allowed the government too much discretionary power to control the
company in question, Elf-Acquitaine.
The Portuguese scheme was struck down primarily because it prohibited the acquisition
of more than a given number of shares by nationals of other member states. The Court reasoned
that the Portuguese rule provided for the manifestly discriminatory treatment of investors from
other member states, with the effect of restricting free movement of capital. The Court rejected
the justification arguments which were based on economic grounds.
 On the other hand, the Court upheld the Belgian scheme, which was aimed at
maintaining minimum supplies of gas in the event of a serious threat, as it met the justification
requirements stated above. The objective of safeguarding energy supplies constituted a
legitimate public interest, and the Belgian scheme provided for the least restrictive means of
attaining such and set out well-defined procedures.
II. The impact on European M&A
Although the discussed judgments address specific regulations in France, Portugal and
Belgium, the principal reasoning of the Court may be extended to many other forms of special
shareholder rights with which takeovers can be impaired or blocked which currently exist in
the legal systems of certain member states. In Germany, the Volkswagen Act is now expected
to come under closer scrutiny. This regulation caps the voting power of any shareholder in
Volkswagen AG at 20%, regardless of the number of shares held. The German state of Lower
Saxony, holding a share of close to 20%, has, by virtue of the Act and its complicated rules on
proxy voting, a de facto majority of votes present at the annual general meeting. The EU Court
has been quite clear in its reasoning that the objectives justifying an overriding interest of a
member state must be of a public, general interest and that economic interests cannot constitute
a valid justification for restrictions on the fundamental freedom of movement of capital.
Whether the Volkswagen Act will stand up against such concerns remains to be seen, but it
appears that the State might find it difficult to argue public reasons for an interest that is
obviously, albeit for good historical grounds, an economic one.
49. What is the main point in the first paragraph?
A. Many people in the press and government would welcome the end of 'golden
shares'.
B. Three decisions have been reached with regard to this special shareholders' rights
issue.
C. Three decisions were issued which allow governments to keep control over former
state industries.
D. New European High Court decisions will increase the rights of shareholders of
privatised enterprises.
50. What does the writer say about golden-share schemes in the second paragraph?
A. The French and the Portuguese laws concerning golden shares were approved,Jan
despite the fact that they restrict the movement of capital.
B. The Court will only tolerate golden-share schemes if the governments safeguard
shareholders' rights.
C. Golden shares will be permitted under certain carefully defined circumstances, subject
to judicial review.
D. Golden-share schemes which are based on objective criteria will be lawful if they
can be shown to be necessary.
51. In the writer's view, the main reason the proposed French law was not approved was
because
A. it could not truly guarantee that petroleum products would always be available.
B. the objective was not justified, and the proposed measures cannot be considered
necessary.
C. it ultimately served to increase the power of the petroleum companies.
D. the measures were excessive, giving the government too much influence over the
company.
52. According to the writer, the foremost reason why the Court rejected the Portuguese
scheme is that
A. it placed unfair constraints on investment by other Europeans.
B. it enabled citizens of other member states to purchase shares.
C. it led to investors discriminating against shareholders from other states.
D. there were no sound economic reasons for it.
53 What does the phrase such concerns refer to in the third last line?
A. the German government's valid historical reasons for maintaining a controlling share
of Volkswagen AG
B. the Court's insistence on objective criteria for justifying continued governmental
control
C. the Court's position that a member state can only retain control over a company
if it is in the public interest
D. the interest of the government of Lower Saxony in preventing unwanted takeovers
of key industries
54 What is the main point made by the writer in the sixth paragraph?
A. Economic interests are a valid justification for restrictions on the free movement of
capital throughout the European Union.
B. The Court rulings may also be applied to shareholders' rights issues related to
takeovers in other EU countries.
C. The Volkswagen Act will most likely be upheld due to the overriding public interest.
D. The Court is certain to strike down similar schemes in other member states, such as
Germany.

LISTENING 1 (pg.249)

EXTRACT 1
You will hear a conversation between a lawyer and his client.
1. Why has the client come to speak with her lawyer?
A. She is being sued by her neighbor over property rights.
B. She is contemplating taking legal action against the seller of her house.
C. She would like to create an easement on her property.
2. What does the lawyer say about the next step in the client's case?
A. He believes that more information needs to be gathered.
B. He suggests beginning negotiations with the neighbour.
C. He wants to file a suit against the former owner of the property.
EXTRACT 2
You will hear an associate lawyer, who works for a large law firm, talking about her first
year at the firm.
3. The purpose of the speaker is to
A. report to one of the senior partners about her first year at the firm.
B. tell junior colleagues what they can expect in their first year in the department.
 C. inform her supervisor in the department why she would like to remain there.
4. She feels that her first year was a valuable experience because she
A. was able to make many social contacts.
B. learned how to carry out research.
C. was continually exposed to new things.
EXTRACT 3
You will hear two partners discussing the performance of two young lawyers at their firm.
5. What impresses the male partner about the lawyer called Marcus?
A. his intelligent understanding of the subject matter
B. his ability to work independently of others
C. his willingness to help colleagues with their work
6. The female partner thinks that the lawyer called John
A. should spend more time researching his cases.
B. needs to review some essential concepts.
C. ought to be more careful with routine paperwork.
LISTENING 2
7. What does Mr Sanderson say about being an insolvency lawyer?
A. It is suitable work for people who are not shy.
B. It is the ideal profession for people who want to get ahead.
C. It is the right work for people who like to think.
8. According to Mr Sanderson, what does the R3 organisation offer its members?
A. exam preparation and mentoring
B. further education and specialist publications
C. job opportunities and professional advice
9. What advice does Mr Sanderson give about preparing for the examination?
A. He suggests Thomas takes a course to improve his professional writing skills.
B. He recommends observing carefully how insolvency work is carried out.
C. He advises studying the relevant legislation in detail.
10. What does Mr Sanderson say the phrase higher insolvency work refers to?
A. working for at least two years on insolvency cases
B. shadowing a licensed practitioner on all kinds of insolvency case
C. carrying the main responsibility for an insolvency case
11. What does Mr Sanderson suggest Thomas should find out more about?
A. the academic requirements for joining the IPA
B. the number of years' experience in insolvency work needed
C. the qualifications required for a practising certificate

________
ILEC
Part 4. (P263)
Read the questions below and the extract on the opposite page from a journal article about
client selection
Which section (A, B, C or D) does each question 37-42 refer to?
For each question 37-42, mark one letter (A, B, C or D) on your answer sheet.
You will need to use some of these letters more than once.
There is an example at the beginning (0).
37 an increase in the number of fee structures that can be used - D
38 attracting ways of working to suit specific situations -A
39 sending out a message to expert that affordability issues -C
40 improving the reluctance that legal action will not be taken - A
41 overcoming outcomes by reducing the number of people working on a case - B
42 the advantage of giving the lawyer a financial interest in the outcome of the case - D
Litigation management – How to get maximum value for legal services.
A. For some time now, corporate counsel have been trying to control rising legal costs.
As a result, they may be reluctant to defend against a potential claim or file an offensive lawsuit,
eager instead for a quick, and cheap, resolution. But filing to litigate a claim with merit or to
defend a baseless lawsuit can be harmful to a business, not only in terms of cost. Litigating a
claim does not have to be a cost-prohibitive proposition. There are ways to sensibly and
effectively litigate commercial claims, but corporate counsel and outside counsel may need to
rethink some of the old rules of litigation and tailor their efforts to the case at hand.
B. The single biggest factor in how efficiently a matter is handled is the team of
attorneys working on the matter on a day-to-day basis. A lean team, including a junior lawyer
who can focus a significant portion of his or her time on the matter, leads to better decision-
making and lower costs. A well-regarded, carefully supervised junior attorney, who is allowed
to do frontline work, will be highly motivated and engaged, resulting in better work product. It
is equally important to consider who is leading the litigation team. Not every case requires the
top name partner in a firm. Most firms have younger partners (with lower billing rates) who
also have a lot of experience and can provide hands-on management of the matter.
C.Communication between the client and outside counsel is absolutely key to
controlling costs. Often, outside counsel are involved to other clients familiar with the details
of projects and many clients are either too busy to be heavily involving or prefer to leave
matters to the litigation. Certainly, the client need not be involved in the drafting of every
interrogatory or be with details of the eDiscovery, each and contact, but clients often have
critical information about the fact and reduce cost as the team's energy industry-lending costs.
Outside counsel should also make use of the client's accounting experts and legal assistants, to
save costs.
D. Many law firms are more open to risk-sharing arrangements than they have been in
the past. Gone are the days when the only two options were traditional hourly billing and the
contingency arrangements. Many law firms are now amenable to the client's incentives counsel.
Allowing full clients to shift some of the risk to other options like the law firm and sole clients
and cases while reducing risk to the client. A discussion of the gone the claims at the start of a
case will determine the best way forward for a particular matter. To conclude, litigation should
not be dismissed out of hand as cost-prohibitive, as there are ways to control costs and to make
it a potent, yet cost-effective, tool in a company's arsenal.

Test of listening
Extract two (Extract 1+3 ở đề 2022)
You hear a lawyer, Brigit Capper, announcing her firm’s plans to merge with another
law firm.
3 According to Capper, what is the main reason for the merger?
A The regions the firms cover will complement each other.
B The two firms have their origins in a similar background.
C Buying a going concern was paramount for her firm.

4 Most clients have not yet realised that the merger could result in their
A doing business in new markets.
B getting legal advice much more quickly.
C needing fewer law firms for complex transactions.