conflict increase outlay produce retail
`k]nflikt n `inkri:s n `autlei n `pr]dju:s n `ri:teil n
kcn`flikt v in`kri:s v aut`lei v prc`dju:s v ri:`teil v
3. Listen to the speaker; read and memorize the following words and phrases:
1. partnership - компания, товарищество
2. common law - общее право
3. civil law - гражданское право
4. to be entitled - иметь право
5. to provide - предусматривать
6. dormant partner - пассивный партнер
7. to be liable for smb’s debts - нести ответственность за чьи-либо долги
8. obligations - обязательство
9. incur - нести, навлекать на себя что-либо
10. to invisage [in`vizi®] - рассматривать
11. shareholder - акционер
12. board of directors - правление директоров
13. regime [rei`¥i:m] - зд. система правления
14. managing director - директор-распорядитель
15. to authorize - уполномачивать
16. to appoint - назначать
17. general supervision - общий надзор
18. issue - выпуск
19. share - акция
20. bond - облигация
21. borrowing - заем
22. executing officer - управляющий делами
23. treasurer - амер. заведующий
24. to confide to - поручатькому-либо
25. remuneration - оплата, заработная плата
26. to dismiss - увольнять
27. to vest powers - наделять полномочиями
Text. Management and Control of Companies
The simplest form of management is the partnership. In Anglo-American common-law and European civil-law countries, every partner is entitled to take part in the management of the firm's business, unless he is a limited partner; however, a partnership agreement may provide that an ordinary partner shall not participate in management, in which case he is a dormant partner but is still personally liable for the debts and obligations incurred by the other managing partners.
The management structure of companies or corporations is more complex. The simplest is that envisaged by English, Belgian, Italian, and Scandinavian law, by which the shareholders of the company periodically elect a board of directors who collectively manage the company's affairs and reach decisions by a majority vote. Under this regime it is common for a managing director (directeur général, direttore generale) to be appointed, often with one or more assistant managing directors, and for the board of directors to authorize them to enter into all transactions needed for carrying on the company's business, subject only to the general supervision of the board and to its approval of particularly important measures, such as issuing shares or bonds or borrowing. The U.S. system is a development of this basic pattern. By the laws of most states it is obligatory for the board of directors elected periodically by the shareholders to appoint certain executive officers, such as the president, vice president, treasurer, and secretary. The latter two have no management powers and fulfill the administrative functions that in an English company are the concern of its secretary; but the president and in his absence the vice president have by law or by delegation from the board of directors the same full powers of day-to-day management as are exercised in practice by an English managing director.
The most complex management structures are those provided for public companies under German and French law. The management of private companies under these systems is confided to one or more managers (gérants, Geschäftsführer) who have the same powers as managing directors. In the case of public companies, however, German law imposes a two-tier structure, the lower tier consisting of a supervisory committee (Aufsichtsrat) whose members are elected periodically by the shareholders and the employees of the company in the proportion of two-thirds shareholder representatives and one-third employee representatives (except in the case of mining and steel companies where shareholders and employees are equally represented) and the upper tier consisting of a management board (Vorstand) comprising one or more persons appointed by the supervisory committee but not from its own number. The affairs of the company are managed by the management board, subject to the supervision of the supervisory committee, to which it must report periodically and which can at any time require information or explanations. The supervisory committee is forbidden to undertake the management of the company itself, but the company's constitution may require its approval for particular transactions, such as borrowing or the establishment of branches overseas, and by law it is the supervisory committee that fixes the remuneration of the managers and has power to dismiss them.
The French management structure for public companies offers two alternatives. Unless the company's constitution otherwise provides, the shareholders periodically elect a board of directors (conseil d'administration), which "is vested with the widest powers to act on behalf of the company" but which is also required to elect a president from its members who "undertakes on his own responsibility the general management of the company," so that in fact the board of directors' functions are reduced to supervising him. The similarity to the German pattern is obvious.
Dutch and Italian public companies tend to follow the German pattern of management, although it is not expressly sanctioned by the law of those countries. The Dutch commissarissen and the Italian sindaci, appointed by the shareholders, have taken over the task of supervising the directors and reporting on the wisdom and efficiency of their management to the shareholders.
II. Exercises on the Text:
4. Give Russian equivalents to:
every partner is entitled to take part in; a partnership agreement may provide; he is a dormant partner; personally liable for debs and obligations; who collectively manage the company’s affairs; by a majority vote; under this regime; to enter into all transactions; approval of particular important measures; issuing shares or bonds; by the law of most states; to appoint certain executive officers; to fulfill the administrative functions; the same full powers of day-to-day management;
the management of private companies; in the case of public companies; a two-tier structure; supervisory committee; two-third shareholder representatives and employees; the affairs of the company; which can require information or explanations; to forbid to undertake the management; approval for particular transactions; establishment of branches overseas; to fix remuneration ; to offer two alternatives; on behalt of the company; the similarity is obvious; it is not expressly sanctioned by the law; reporting on the wisdom and efficiency.
5. Ask questions for these answers (work in pairs):
1. Every partner is entitled to take part in the management of the firm’s business.
2. The management structure of companies or corporations is more complex.
3. The company periodically elects a board of directors.
4. They reach decisions by a majority vote.
5. Particularly important measures are issuing shares or bonds or borrowing.
6. Yes, it is. The U.S. system is a development of this basic pattern.
7. The board of directors appoints certain executive officers.
8. The treasurer and secretary fulfill the administrative functions.
9. The most complex management structures are in Germany and France.
10. It is confided to one or more managers.
11. German law imposes a two-tier structure in the case of public companies.
12. The affairs of the company are managed by the management board.
13. It must report to the supervisory committee.
14. The supervisory committee is forbidden to undertake the management of the company itself.
15. It fixes the remuneration of the managers.
16. The French management structure offers two alternatives.
17. Yes, it is. A board of directors «is vested with the widest powers to act on behalt of the company».
18. The board of director’s functions are reduced to supervising the company.
19. They have taken over the task of supervising the directors.
6. Read, translate and analyze the scheme:
| Stockholders | |||||||||||||||||||||||||||||||||||
| Board of Directors | |||||||||||||||||||||||||||||||||||
| President | |||||||||||||||||||||||||||||||||||
| Vice President | Vice President | ||||||||||||||||||||||||||||||||||
| Department Head | Department Head | Department Head | Department Head | ||||||||||||||||||||||||||||||||
| Employees | Employees | Employees | Employees |
III. Grammar Exercises
| Present | Past | |
| Indefinite | I am üHe is ý invitedWe areþ | I was üHe was ý invited We wereþ |
| Continuous | I am üHe is ý being We areþ invited | I was üHe was ý being We were þ invited |
| Perfect | I have üHe has ý been We have þinvited | I üHe ý had beenWe þ invited |
| Perfect Continuous | --------------- | ------------------ |
| Future | Future in the Past | |
| Indefinite | I shall/will üHe will ý be invited We shall/will þ | I should/would üHe would ý be invited We should/would þ |
| Continuous | ------------------ | ------------------- |
| Perfect | I shall/will üHe will ý have been We shall/will þ invited | I should/would üHe would ý have been We should/would þ invited |
| Perfect Continuous | _____ | _____ |
7. State the tense and voice form of the verbs:
can be divided; are owned; will be used; was provided; has been expanded; is made; might have been obtained; shall be asked; is being done; have been translated; should be called; were being built; was followed; had been closed; will have been helped; would have been called.
8. Translate the sentences into Russian:
1. Don’t put on that funny hat. You will be laughed at. 2. I hope my work will be approved of. 3. Our professor is always attentively listened to. 4. In producing these things the new synthetic material has been made use of. 5. His words were not taken notice of. 6. Will the results of our work be referred to by? 7. The proposal was objected to by. 8. She has always been well spoken of. 9. All the new data have been looked through with great attention. 10. Where have you been? You have been looked for everywhere.
9. Give the corresponding passive construction:
1. They will insist on your arrival. 2. They told us very interesting news. 3. They do not allow people to own this plot of land. 4. They asked me to take part in this conference, but I refused. 5. This boy told a lie once, therefore nobody believes him now. 6. They speak much of every new achievement in computer programmes. 7. I don’t think you pay much attention to the obligations of your company. 8. Nobody wondered at the excellent results of this business enterprise. 9. Have you sent for the managing director? 10. They gave us all necessary information. 11. I looked for the warranty card everywhere, but I could not find it anywhere. 12. This executive officer took great care of the advertising of their products.
10. Translate the following into Russian:
1. Since the beginning of that extraordinary era of economic progress ushered in by the Industrial Revolution, old ways of conducting business have been modified, and new forms of business organization have been introduced.
2. Unless an activity is specifically prohibited by law, no line of business is closed to an owner.
3. Unless a limited partnership has been established, all parties equally share the burden of loss and debts.
4. Some products are marketed most effectively by direct sale from manufacturer to consumer.
5. Simple transactions are completed by clerks.
6. Displays must be supplied and set up, and cooperative advertising programs may be worked out.
7. Store clerks should be trained in a knowledge of the manufacturer’s products.
8. The production plan must be made to meet fluctuating market demands.
9. Workers must be hired, trained, and assigned in synchronization with the changing production processes and schedules.
10. Commodity analysis studies the ways in which a product or product group is brought to market.
Forms of the Infinitive
| Active | Passive | |
| Indefinite | to ask — спрашивать(V0) | to be asked — быть опрошен-ным (спрашиваемым)(to be + V3) |
| Continuous | to be asking — спрашивать(to be + V-ing) | __________ |
| Perfect | to have asked — (уже) спросить (в прошлом)(to have + V3) | to have been asked — быть (уже) спрошенным (в прош-лом)(To have been + V3) |
| Perfect Continuous | to have been asking — спросить(to have been + V-ing) | __________ |
11. Define the form of the Infinitive:
to manage; to be informed; to have been over; to be improving; to have been entering; to be investigated; must be raining; shall discuss; to have been taken.
12. a) Form verbs using the suffix -en:
wide, deep, broad, strength, length, sharp, moist.
b) Form verbs from the following nouns using the suffix -ize:
victim, sympathy, patron, character, organ.
c) Form nouns from the following nouns and adjectives using the suffix -ism:
race, communist, capital, social, feudal, nominal.
13. Read the text and retell it in Russian:
Paul Samuelson (1915-) And Milton Friedman (1912-)
Two Views of the Proper Role of Government in the Economy
Paul Samuelson and Milton Friedman are two of America's most distinguished economists. In recognition of their achievements, Samuelson was awarded the Nobel Prize in Economics in 1970 and Friedman in 1976. Both spent most of their professional lives on the faculty of major universities (Samuelson at the Massachusetts Institute of Technology, and Friedman at the University of Chicago). Given their similarities, one would think that the two would also hold similar views on economic issues. Nothing could be further from the truth. And, some of their sharpest differences center on the question of what ought to be the proper role of government in the economy.
Classical economists in the tradition of Adam Smith had long recognized the need for government to provide goods and services that would not or could not be provided by the private sector (like national defense). But they urged that this participation be kept to a minimum.
But Samuelson argued that too many of the problems the classical economists wanted to leave to the marketplace were not subject to its influence. These externalities, affecting things like public health, education, and environmental pollution, were not subject to the laws of supply and demand. Consequently, it was up to government to establish goals for the economy and use its powers to achieve them.
Milton Friedman sees things differently. Like the classical economists of old, he regards supply and demand as the most powerful and potentially beneficial economic forces. The best that government can do to help the economy, in Friedman's view, is to keep its hands off business and allow the market to "do its thing." The minimum wage laws are a case in point. Whereas Samuelson endorses minimum wage laws as a means of helping workers at the bottom of the income ladder, Friedman would argue that by adding to unemployment, they harm the very people they were designed to help. That is, he explains, by increasing labor costs, minimum wage laws make it too expensive for many firms to hire low-wage workers. As a result, those who might otherwise be employed are laid off.