法律英语考试终极版.docVIP

一、简述诚信原则 Fiduciary principle means good faith principle of equal civil subject and fiduciary duty of corporate power governance. The latter has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. 二、三法谚 1、Power tends to corrupt, and absolute power corrupts absolutely. 权利导致腐败，绝对的权利绝对的权力导致绝对的腐败。 2、Just as fiduciary law is the constitution of private power, the constitution is the fiduciary law of public power. 正如诚信法是私权力的宪法一样，宪法是公权力的诚信法。 3、Sunlight is said to be the best of disinfectants; electric light the most efficient policeman. 阳光据说是是最好的杀毒剂，路灯光是最有效的警察。 三、Disclosure philosophy Just as Judge Louis D. Brandeis said, Sunlight is said to be the best of disinfectants; electric light the most efficient policeman. Disclosure means a remedy for social and industrial diseases generally and for excessive underwriters charges specifically. 四、双重权利模式 Dual power model, which is refers to the power of corporate governance is constituted private power and public power .The private power has the expanding trend and attribute, therefore, it need the restriction and supervision of public power. And thus make the regulation of dual power in corporate governance is necessary. 五、证券法的宗旨 The commission should consider the action is necessary or appropriate in the public interest, in addition, the commission should also consider the protection of investors, promote efficiency, competition and capital formation. 六、翻译 第345条（可获得的司法救济） 为保护第344条所述利益而可以提供的司法