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Company law: Learning a legal language

There are two types of vocabulary that you need to learn in Company Law: Commonly used vocabulary and Topic-specific vocabulary.

Commonly used vocabulary

The following words are often used when explaining the law in case studies. Your lecturers and tutors may use these words to explain the law in lectures and tutorials. These words may also be useful when writing your legal case study answers.

Verb Noun Definition Example
enforce enforcement implement;
action a legal requirement		 The company is entitled to enforce the statutory contract.
contravene contravention any breach of the law The company has contravened a provision of the Corporations Act.
incorporate incorporation to create a body corporate The process of incorporating a company involves...
evade evasion to avoid Under common law the veil of incorporation could be lifted if a company is set up to evade an existing legal obligation.
liable liability any legal responsibility, duty or obligation All no-liability companies are mining companies.
proceed proceedings legal action ASIC could initiate proceedings under s... of the ASIC Act.
disclose disclosure make known There are considerable disclosure requirements for companies listed on the stock exchange.
expropriate expropriation take or take over Alterations to the constitution involving expropriation of minority shares must be for a proper purpose and fair in all circumstances.
comply compliance obey or fulfil the requirements of the law Failure to comply with s136(5) is an offence of strict liability.
repeal take back A company can repeal a constitution by putting replaceable rules in its place.
adopt adoption take on A company with replaceable rules may get rid of these rules by adopting a constitution.
bind, binding, bound (past tense) required obligatory Is the company bound to this contract?
resolve resolution decide, a decision or motion passed at a meeting A special resolution was passed at a general meeting.
assume assumptions presume, accepted as true The statutory assumptions of s129 are... An outsider could assume that the secretary had been validly appointed.
vary variation a change; to change S246D is concerned with the right to challenge a variation of class rights.

Topic-specific vocabulary

Each topic in Company Law has its own legal language. It is important to understand and remember these terms in order to build your understanding of Company Law.

Strategies for remembering law vocabulary

Keep a list of key words for each Company Law topic. Arrange the words in categories so that words are organised in meaningful groups.

For example, for the topic "registration and its effects":

  • Corporate veil
  • Veil of incorporation
    • Lifting the veil

Registration and its effects

a tree diagram with 'Corporate' as the root word. The words 'veil of incorporation' and 'veil' stems from this word, and 'lifting the veil' stems from 'veil'.

Make a list of key words after each topic. Make sure you understand and revise these legal terms.

Example of a topic sheet

Topic: Registration and its effects

Topic specific vocabulary:

  • Corporate veil
  • Veil of incorporation
  • Lifting the veil

Keywords:

  • incorporate
  • liable
  • proceed
  • enforce
  • compliance
  • repeal
  • adopt
  • bind, binding
  • resolve
  • assume
  • undertake
  • vary, variation

Quiz

Read the following statements and identify if they are true or false. For any question that you answer incorrectly, revise the vocabulary list that your learned at the beginning of this page.

Keywords