为什么三位合伙人同时盯上了McKernon Motors的工厂出售交易？答案当然是这个客户够肥啦！当然大家的目的各自不同，Harvey是希望阻止这个交易，而其他合伙人是希望从这个交易中赚钱。OK，具体看看每个合伙人具体关注的是什么？
首先，Louis发现Mike在查看这家公司的章程时，顿起疑心，Mike在为客户准备尽调时为什么需要看客户的章程呢？看看Mike是如何机智地晃过去的？
LOUIS: And why would that require you to look at the bylaws?
MIKE: State law requires a summary be prepared in the event of a sale.
LOUIS: Privately held corporations are exempted.
MIKE: Not if the sale exceeds 150 million.
LOUIS: According to who?
MIKE: The state’s website.
然后，Jessica知道McKernon Motors的工厂出售交易会给律所带来很多活，叮嘱Harvey要小心伺候。
JESSICA: I understand Stensland is throwing a large amount of legal work our way with the McKernon Motors factory sale. You taking care of him?
最后，也是最关键的一个情节，Mike在公司章程中找到了什么漏洞来阻止这个交易呢？原来，Mike发现：CEO向董事会提交一项交易后，董事会至少要等24小时才能进行投票表决。而现任CEO在法律上只是“临时CEO”，所以…
MIKE: Hmm. Page 238, clause 137 states if the CEO dies, an interim CEO will be appointed until the board convenes an election vote, which can’t be called till the next fiscal quarter, in this case next Thursday.
词汇句型：
- due diligence 尽职调查
- Privately held corporations 私人公司；私有公司
- put it there 对，来握个手。这是个口语，很多人没看懂，意思是：当你请求某人与你握手时你就会说“Put it there!”，因为你赞同他们的观点或想祝贺他们。
- cashier’s check 本票
- set one’s sights on 盯上；To identify, regard, or focus on someone or something as one’s goal.
- election vote 选举表决
本集细节/语言点
- Contracts That Must Be in Writing 必须以书面订立的合同
- 刑事诉讼翻译制度有待细化
- 欧美名人的22条法律至理名言
- 环境法 Environmental Law
- 商业上的法律 Law in Business
- 保险合同 The Contract of Insurance
- 保险人不受监督之自由 Insurers’ Freedom From Supervision
- 企业的保险 Insurance for Your Business
- 太保诉华绍号轮案 Tai Ping Insurance Co. Vs. M/V Warshau
- 保险立法及其所覆盖的险种 Insurance Legislation and Types of Risks Covered
- 支票 checks
- 背书和正当持票人 Indorsement and Holder in Due Course
- 伪造支票 Check Forgery
- 信托 Trust
- 自由市场经济与计划 Free Market Economy and Planning
- 商法与税收概说 Introduction to Business Law and Taxes
- 宪法与商业 The Constitution and Business
- 营业资格 Qualification
- 商法 Commercial Law
- 担保交易 Secured Transactions
- 国际商业 International Business
- 电话谈判 Negotiating by Phone
- 在美国做生意的方法 Methods of Doing Business in the U.S.
- 公司法初阶 A corporation primer
- 美国法上的公司 Corporations under American law
下集细节/语言点
看SUITS学法律英语
Suits是一部比较专业律政剧，虽然剧中经常出现夸张的情节，但是从法律语言学习的角度，绝对是值得反复学习的素材，前提是能够看懂剧中包含的大量律师专用表述、并购交易词汇、诉讼庭审词汇等。
Oh, by the way, what was so important that you had to see Harvey before you came to see me?
Louis, Harvey doesn’t really…
Can we… Can we… Can we… Can we just… Shut up. Okay. Let me just get something straight, okay? When I ask you a question, I just expect an answer.
McKernon Motors. I was working on the due diligence.
And why would that require you to look at the bylaws?
State law requires a summary be prepared in the event of a sale.
Privately held corporations are exempted.
Not if the sale exceeds 150 million.
According to who?
The state’s website.
I like to be thorough.
Well, put it there, buddy.
Are you fricking serious?
I understand Stensland is throwing a large amount of legal work our way with the McKernon Motors factory sale.
How’d you know that?
I hear things. You taking care of him?
I am. By the way, for when it is due.
What’s this?
It’s a cashier’s check for $500,000. You had this the whole time. I’ve had the money since I set my sights on senior partner.
Nice of you to finally make it.
Why does everybody keep saying that?
Because you’re supposed to be here when you’re supposed to be here.
Doesn’t seem to apply to you.
I’m not the topic of this conversation. Now what’d you find me on McKernon Motors?
The board can’t vote for at least 24 hours after the CEO presents a deal involving the sale of company land.
But Stensland already presented it to the board.
Right, but Stensland isn’t CEO.
I wrote those bylaws myself. He’s CEO.
Hmm. Page 238, clause 137 states if the CEO dies, an interim CEO will be appointed until the board convenes an election vote, which can’t be called till the next fiscal quarter, in this case next Thursday.
So they can’t vote him in until Thursday?
Thursday.
Okay. Well, prepare the due diligence for me to take to Stensland, but I don’t want anything ready to sign.
– Where are you going?
– Out. I have until Thursday to find a new CEO.
– Huh.
– What? Oh, nothing. Uh, you know, just six hours, 1,500 pages, and I, uh, I found your mistake.
Yeah, you found the one mistake I made while drafting those bylaws a dozen years ago when I was two years younger than you.
A mistake, by the way, that’s gonna help me get rid of Stensland.
Mistake.
Oh, by the way, what was so important that you had to see Harvey before you came to see me?
Louis, Harvey doesn’t really…
Can we… Can we… Can we… Can we just… Shut up. Okay. Let me just get something straight, okay? When I ask you a question, I just expect an answer.
McKernon Motors. I was working on the due diligence.
And why would that require you to look at the bylaws?
State law requires a summary be prepared in the event of a sale.
Privately held corporations are exempted.
Not if the sale exceeds 150 million.
According to who?
The state’s website.
I like to be thorough.
Well, put it there, buddy.
Are you fricking serious?
I understand Stensland is throwing a large amount of legal work our way with the McKernon Motors factory sale.
How’d you know that?
I hear things. You taking care of him?
I am. By the way, for when it is due.
What’s this?
It’s a cashier’s check for $500,000. You had this the whole time. I’ve had the money since I set my sights on senior partner.
Nice of you to finally make it.
Why does everybody keep saying that?
Because you’re supposed to be here when you’re supposed to be here.
Doesn’t seem to apply to you.
I’m not the topic of this conversation. Now what’d you find me on McKernon Motors?
The board can’t vote for at least 24 hours after the CEO presents a deal involving the sale of company land.
But Stensland already presented it to the board.
Right, but Stensland isn’t CEO.
I wrote those bylaws myself. He’s CEO.
Hmm. Page 238, clause 137 states if the CEO dies, an interim CEO will be appointed until the board convenes an election vote, which can’t be called till the next fiscal quarter, in this case next Thursday.
So they can’t vote him in until Thursday?
Thursday.
Okay. Well, prepare the due diligence for me to take to Stensland, but I don’t want anything ready to sign.
– Where are you going?
– Out. I have until Thursday to find a new CEO.
– Huh.
– What? Oh, nothing. Uh, you know, just six hours, 1,500 pages, and I, uh, I found your mistake.
Yeah, you found the one mistake I made while drafting those bylaws a dozen years ago when I was two years younger than you.
A mistake, by the way, that’s gonna help me get rid of Stensland.
Mistake.