Directions: Cloze: fill in the blank with the words in the left column. A. good faith B. legal personality C. vindicated D. voting rights E. shareholders F. dividends G. company constitution H. exclusion I. Directors Companies occupy a special place in civil law, because they have a legal personality separate from those who invest their capital and labour to run the business. English law recognised long ago that a corporation would have "(1)". Legal personality simply means the entity is the subject of legal rights and duties. It can sue and be sued. The general rules of contract, tort and unjust enrichment operate in the first place against the company as a distinct entity. Company law, or corporate law, can be broken down into two main fields. Corporate governance in the UK mediates the rights and duties among (2), employees, creditors and directors. Since the board of directors habitually possesses the power to manage the business under a (3). UK law is "shareholder friendly" in that shareholders, to the (4) of employees, typically exercise sole (5) in the general meeting. The general meeting holds a series of minimum rights to change the company constitution, issue resolutions and remove members of the board. In turn, directors owe a set of duties to their companies. (6) must carry out their responsibilities with competence, in (7) and undivided loyalty to the enterprise. If the mechanisms of voting do not prove enough, particularly for minority shareholders, directors' duties and other member rights may be (8) in court. Of central importance in public and listed companies is the securities market. The UK strongly protects the right of shareholders to be treated equally and freely trade their shares. Corporate finance concerns the two money raising options for limited companies. Equity finance involves the traditional method of issuing shares to build up a company's capital. Shares can contain any rights the company and purchaser wish to contract for, but generally grant the right to participate in (10) after a company earns profits and the right to vote in company affairs.