2022年考博英语-华东政法大学考试内容及全真模拟冲刺卷（附带答案与详解）第67期

2022年考博英语-华东政法大学考试内容及全真模拟冲刺卷（附带答案与详解）1. 单选题A new service _ to the needs of disabled people who want to go on living in their own homes.问题1选项A.comesB.dedicatesC.catersD.contributes【答案】C【解析】考查动词辨析。A选项comes“来；开始；出现；发生；变成；到达；做；假装；将满（岁）”；B选项dedicates“致力；献身；题献”；C选项caters“投合，迎合；满足需要；提供饮食及服务”；D选项contributes“贡献，出力；投稿；捐献；有助于，促成，是的原因之一；发表意见，提议”。句意：一项新的服务满足了希望继续住在自己家里的残疾人的需要。根据下文“残疾人的需要”可知本句表达“满足了需要”，因此C选项正确。2. 单选题The _ at the military academy is so rigid that students can hardly bear it.问题1选项A.confinementB.conventionC.disciplineD.principle【答案】C【解析】考查名词辨析。A选项confinement“限制；监禁；分娩”；B选项convention“大会；法惯例；计约定；法协定；习俗”；C选项discipline“学科；纪律；训练；惩罚”；D选项principle“原理；原则；主义；道义；本质；本义；根源；源泉”。句意：这所军事学校的_太严格了，学生们几乎无法忍受。本句表达“军事学校的纪律”，因此选项C正确。3. 单选题I really wanted to say something at the meeting, but eventually _ from it.问题1选项A.preventedB.restrainedC.refrainedD.restricted【答案】C【解析】考查动词辨析。A选项prevented“预防，防止；阻止”；B选项restrained“抑制，控制；约束；制止（多用于refrain from doing sth.指克制自己以避免做某事）”；C选项refrained“节制，克制（以防变得过于激烈、强硬或直白）；避免；制止（通过拘留、上手铐等方式阻止囚犯等的暴力行为）（多用于restrain sb. from doing sth.）”；D选项restricted“限制，约束（使之不超过需要的范围，如大小、规模等）；限定（活动或行为）”。句意：我真想在会上说点什么，但最后还是_了。根据固定搭配restrain sb. from doing sth.可知本句表达“最后忍住了”，因此C选项正确。4. 单选题. (Economic Law)Consider first shareholders voting rights. As a matter of law these are severely limited in scope, principally to the right to elect and remove directors. Shareholders have no right to select the companys CEO; they cannot require the company to pay them a single penny in dividends; they cannot vote to change or preserve the companys line of business; they cannot stop directors from squandering revenues on employee raises, charitable contributions, or executive jets; and they cannot vote to sell the companys assets or the company itself (although they may in some cases vote to veto a sale or merger proposed by the board). The rules of voting procedure further limit exercise of the shareholder franchise. Delaware law, for example, presumes only directors have authority to call a special shareholders meeting, and shareholders who wait for the regularly scheduled annual meeting to try to elect or remove directors usually must pay to solicit proxies. Finally and perhaps most significantly, in a public firm with widely-dispersed share ownership, shareholder activism is a public good, and shareholders own “rational apathy” raises an often-insurmountable obstacle to collective action. As Robert Clark has put it, a cynic could easily conclude that shareholder voting in a public company is “a mere ceremony designed to give a veneer of legitimacy to managerial power”.What about shareholders right to sue corporate officers and directors for breach of fiduciary duty if they fail to maximize shareholder wealth? Here, too, shareholders “rights” turn out to be illusory. The fiduciary duty of loyalty precludes officers and directors from using their corporate positions to line their own pockets. They remain free, however, to pursue other, nonshareholder-related goals under the comforting mantle of the business judgment rule. As I have pointed out in writings with Margaret Blair, courts consistently permit directors “to use corporate funds for charitable purposes; to reject business strategies that would increase profits at the expense of the local community; to avoid risky undertakings that would benefit shareholders at creditors expense; and to fend off a hostile takeover at a premium price in order to protect employees or the community”. Contrary to the shareholder primacy thesis, shareholders cannot recover against directors or officers for breach of fiduciary duty simply because those directors and officers favor stakeholders interests over the shareholders own.55. The first paragraph tells us the following BUT _.56. Which of the following sentence closest in meaning with the underlined sentence?57. According to the second paragraph, what can the company officers do?58. Courts have not allowed directors of companies to _.问题1选项A.Shareholders have no right to elect and remove directorsB.Shareholders can require the company to pay them dividendsC.Shareholders cannot change the line of business of the companyD.Shareholders cannot call a special shareholders meeting问题2选项A.Shareholders in a public company have no power at all.B.Someone wants the managerial power to be legitimate.C.The shareholder voting is a ceremony for a company.D.Shareholders voting in a public company has no substantive meaning.问题3选项A.They can use their corporate position for themselves.B.They can line up for shareholders.C.They can pursue nonshareholder-related goals as long as they think it is correct in business.D.They can carry out business strategies that would increase profits at the expense of the local community.问题4选项A.use their corporate positions to line their own pocketsB.donate corporate money to churchesC.reject a profit-making project that would pollute the environmentD.refuse to sell a company for the interest of the neighborhood【答案】第1题:B第2题:D第3题:C第4题:A【解析】55. 【试题答案】B【试题解析】事实细节题。根据题干定位到原文第一段Shareholders have no right to select the companys CEO; they cannot require the company to pay them a single penny in dividends; they cannot vote to change or preserve the companys line of business（股东无权选择公司的首席执行官；他们不能要求公司支付他们一分钱的股息；他们不能投票改变或保留公司的业务范围）可知B选项“股东可以要求公司支付股息”和原文相悖，A选项“股东无权选举和罢免董事”和C选项“股东不能改变公司的业务”符合原文；第一段Delaware law, for example, presumes only directors have authority to call a special shareholders meeting（例如，特拉华州的法律规定）可知D选项“股东不得召开特别股东大会”符合原文。因此B选项符合题意。56. 【试题答案】D【试题解析】推理判断题。根据题干定位到划线句子a cynic could easily conclude that shareholder voting in a public company is “a mere ceremony designed to give a veneer of legitimacy to managerial power”.（愤世嫉俗者很容易得出这样的结论：上市公司的股东投票“不过是一种旨在给管理权力披上合法性外衣的仪式”），结合第一段所提到的法律对于股东权利的限制可知此处想表达股东的投票权没任何意义，选D选项“上市公司的股东投票没有实质意义”；根据第一段可知股东还是有权利的，但是权利被限制，A选项“上市公司的股东根本没有权力”太过绝对；B选项“有人希望管理权力是合法的”和C选项“股东投票是公司的一种仪式”和原文不符，排除。因此D选项正确。57. 【试题答案】C【试题解析】事实细节题。根据题干定位到原文第二段They remain free, however, to pursue other, nonshareholder-related goals under the comforting mantle of the business judgment rule.（然而，在令人欣慰的商业判断规则的外衣下，他们仍然可以自由地追求其他与股东无关的目标）可知选C选项“他们可以追求与股东无关的目标，只要他们认为这在商业上是正确的”；第二段The fiduciary duty of loyalty precludes officers and directors from using their corporate positions to line their own pockets.（忠诚的受托责任使高管和董事不能利用他们在公司的职位中饱私囊）可知A选项“他们可以利用公司的职位为自己服务”和原文相悖；B选项“他们可以排队等股东”原文未涉及；第二段to avoid risky undertakings that would benefit shareholders at creditors expense; and to fend off a hostile takeover at a premium price in order to protect employees or the community（避免以损害债权人利益为代价的有风险的承诺；为了保护员工或社区，以高价击退恶意收购）可知D选项“他们可以以牺牲当地社区为代价来增加利润”错误。因此C选项正确。58. 【试题答案】A【试题解析】事实细节题。根据题干定位到第二段The fiduciary duty of loyalty precludes officers and directors from using their corporate positions to line their own pockets.（忠诚的受托责任使高管和董事不能利用他们在公司的职位中饱私囊）可知选A选项“利用他们在公司的地位中饱私囊”；第二段courts consistently permit directors “to use corporate funds for charitable purposes; to reject business strategies that would increase profits at the expense of the local community; to avoid risky undertakings that would benefit shareholders at creditors expense; and to fend off a hostile takeover at a premium price in order to protect employees or the community”（法院一贯允许董事“将公司资金用于慈善目的；拒绝以牺牲当地社区为代价增加利润的商业策略；避免以损害债权人利益为代价的有风险的承诺；为了保护员工或社区，以高价击退恶意收购”）可知B选项“把公司的钱捐给教堂”，C选项“拒绝一个会污染环境的盈利项目”以及D选项“拒绝为了社区的利益出售一家公司”都是法院所允许公司董事做的事，排除。因此A选项正确。5. 单选题If the fire alarm is sounded, all residents are requested to _ in the courtyard.问题1选项A.convergeB.assembleC.crowdD.accumulate【答案】B【解析】考查动词辨析。A选项converge“聚集（从不同的方向走向一个地方并相遇）；靠拢；收敛”；B选项assemble“集合，聚集；装配；收集（作为一个团体聚集在一起或者把人或事物作为一个团体聚集在一起）”；C选项crowd“挤满；逼近（某人）；聚集（站得很近以至于使某人感到不舒服或紧张）；（想法或观点）塞满脑子；催促（因而使人生气或不快）”；D选项accumulate“累积；积聚（在一段时间内逐渐得到越来越多某物）”。句意：如火警响起，请所有居民在庭院_。本句表达“火灾发生的话请所有居民作为一个团体聚集在庭院”，因此B选项正确。6. 单选题The Norwegian Government is doing its best to keep the oil industry under control. A new law limits exploration to an area south of the southern end of the long coastline; production limits have been laid down (though these have already been raised); and oil companies have not been allowed to employ more than a limited number of foreign workers. But the oil industry has a way of getting over such problems, and few people believe that the Government will be able to hold things back for long. As on Norwegian politician said last week: “We will soon be changed beyond all recognition.”Ever since the war, the Government has been carrying out a programme of development in the area north of the Arctic Circle. During the past few years this programme has had a great deal of success: Tromso has been built up into a local capital with a university, a large hospital and a healthy industry. But the oil industry has already started to draw people south, and within a few years the whole northern policy could be in ruins.The effects of the oil industry would not be limited to the north, however. With nearly 100 percent employment, everyone can see a situation developing in which the service industries and the tourist industry will lose more of their workers to the oil industry. Some smaller industries might even disappear altogether when it becomes cheaper to buy goods from abroad.The real argument over oil is its threat to the Norwegian way of life. Farmers and fishermen do not make up most of the population, but they are an important part of it, because Norwegians see in them many of the qualities that they regard with pride as essentially Norwegian. And it is the farmers and the fishermen who are most critical of the oil industry because of the damage that it might cause to the countryside and to the sea.36. The Norwegian Government would prefer the oil industry to _.37. The Norwegian Government has tried to _.38. According to the passage, the oil industry might lead northern Norway to _.39. In the south, one effect to the development of the oil industry might be _.40. Norwegian farmers and fishermen have an important influence because _.问题1选项A.provide more jobs for foreign workersB.slow down the rate of its developmentC.sell the oil it is producing abroadD.develop more quickly than at present问题2选项A.encourage the oil companies to discover new oil sourcesB.prevent oil companies employing people from northern NorwayC.help the oil companies solve many of their problemsD.keep the oil industry to something near its present size问题3选项A.the development of industryB.a growth in populationC.the failure of the development programmeD.the development of new towns问题4选项A.a large reduction on unemploymentB.a growth in the tourist industryC.a reduction in the number of existing industriesD.the development of a number of service industries问题5选项A.they form such a large part of Norwegian idealB.their lives and values represent the Norwegian idealC.their work is so useful to the rest of Norwegian societyD.they regard oil as a threat to the Norwegian way of life【答案】第1题:B第2题:D第3题:C第4题:C第5题:B【解析】36. 【试题答案】B【试题解析】事实细节题。根据题干定位到原文第一段The Norwegian Government is doing its best to keep the oil industry under control. A new law limits exploration to an area south of the southern end of the long coastline; production limits have been laid down (though these have already been raised)（挪威政府正在尽最大努力控制石油工业。一项新的法律限制了人们只能在漫长的海岸线南端以南地区进行勘探；制定了生产限额（尽管已经提高）可知B选项“减缓它的发展速度”正确；第一段and oil companies have not been allowed to employ more than a limited number of foreign workers（石油公司雇佣外国工人的数量不得超过一定数量）可知A选项“为外国工人提供更多的工作机会”和原文相悖；C选项“出售它在国外生产的石油”以及D选项“比现在发展得更快”为原文所提及。因此B选项正确。37. 【试题答案】D【试题解析】推理判断题。根据题干定位到原文第一段第一句The Norwegian Government is doing its best to keep the oil industry under control.（挪威政府正在尽最大努力控制石油工业）以及第一段第三句But the oil industry has a way of getting over such problems and few people believe that the government will be able to hold things back for long.（但石油行业有一种克服这些问题的方法，很少有人相信政府能够长期维持现状）可以推测出政府努力维持现状，选D选项“保持石油工业接近目前规模”，同时可知A选项“鼓励石油公司发现新的石油资源”和C选项“帮助石油公司解决许多问题”与原文相悖；B选项“阻止石油公司雇佣来自挪威北部的人”原文未提及，排除。因此D选项正确。38. 【试题答案】C【试题解析】事实细节题。根据题干定位到原文第二段末尾But the oil industry has already started to draw people south, and within a few years the whole northern policy could be in ruins.（但是石油工业已经开始把人们吸引到南方，不出几年，整个北方政策可能会崩溃）可知选C选项“发展方案的失败”，同时可知A选项“工业的发展”以及B选项“人口增长”和原文相悖；D选项“新城镇的发展”未提及，排除。因此C选项正确。39. 【试题答案】C【试题解析】推理判断题。根据题干定位到原文第三段The effects of the oil industry would not be limited to the north, however. With nearly 100 percent employment, everyone can see a situation developing in which the service industries and the tourist industry will lose more of their workers to the oil industry.（然而，石油工业的影响将不限于北方。由于将近百分之百就业率，每个人都能看出一种发展中的情况：服务行业和旅游行业的大部分工人会跑到石油工业去）可知南方服务行业和旅游行业的工人们会进入石油行业，导致产业数量减少，选C选项“现有产业数量的减少”，A选项“大量减少失业”，B选项“旅游业的增长”以及D选项“一些服务业的发展”和原文相悖。因此C选项正确。40. 【试题答案】B【试题解析】事实细节题。根据题干关键字“farmers and fishermen”定位到原文最后一段Farmers and fishermen do not make up most of the population, but they are an important part of it, because Norwegians see in them many of the qualities that they regard with pride as essentially Norwegian.（虽然农民和渔民并不占人口的绝大部分，但他们却是人口的重要组成部分，因为挪威人在他们身上看到了许多他们引以为傲的挪威人的基本品质）可知选B选项“他们的生活和价值观代表着挪威的理想”，同时可知A选项“他们构成了挪威理想的很大一部分”错误；C选项“他们的工作对挪威社会很有用”原文未提及；最后一段最后一句And it is the farmers and the fishermen who are most critical of the oil industry because of the damage that it might cause to the countryside and to the sea.（农民和渔民对石油工业最为不满，因为它可能会对乡村和海洋造成损害）可知D选项“他们认为石油是对挪威生活方式的威胁”错误。因此B选项符合题意。7. 单选题VII. Economic LawAs the U.S. Supreme Court addressed it in Dara Pharmaceuticals, Inc. v. Broudo, the loss causation requirement exists to assure that private securities fraud actions are “available, not to provide investors with broad insurance against market losses, but to protect them against those economic losses that misrepresentations actually cause.”Codification of the causation requirement in the PSLRA broke no new substantive ground. But, as the Supreme Court also counseled in Dura, the PSLRA “makes clear Congress intent to permit private securities fraud actions for recovery where, but only where, plaintiffs adequately allege and prove the traditional elements of causation and loss.” In the wake of Dura, loss causation has become the critical element in both pleading and proof in securities fraud actions brought under the fraud-on-the-market theory, first embraced by a plurality of the Supreme Court in Basic, Inc. v. Levinson. In Basic, the Court created a rebuttable presumption of investor reliance on the market price of a security that trades in an “efficient” market one in which the market price is presumed to reflect all information disseminated into that marketplace. The rebuttable presumption of reliance based on the fraud-on-the-market theory is critical to certification of investor class actions where, without it, certification would be virtually impossible as individual questions of reliance would predominate over any common questions. Although the Supreme Court has held that loss causation is not an individual question to be addressed as a matter of class certification, it is a central element of any private action under Exchange Act 10b and Rule 10b-5, and must accordingly be sufficiently pled to withstand a motion to dismiss, and ultimately supported by evidence, whether on summary judgment or at trial.Dura is the seminal pronouncement on the necessary showing of loss causation as a matter of both pleading and proof in fraud-on-the-market cases. The Supreme Court instructed that loss causation is neither sufficiently pleaded nor demonstrated merely by an artificially inflated market price and a later economic loss. Indeed, the Court cautioned in these cases that “the logical link between the inflated purchase price and any later economic loss is not invariably strong,” and that while an artificially inflated purchase might mean a later loss, that is not inevitably so. The Court spoke of a “tangle of factors” affecting market prices of securities, and that even though false or misleading information disseminated into the marketplace may “touch upon” a later economic loss for investors, to touch upon a loss is not to cause it, and it is actual causation that the law requires.1.From the first paragraph one is NOT able to say that Dara Pharmaceuticals, Inc. v. Broudo _.2.Which of the following statement describes “fraud-on-the-market theory” most suitably?3.Loss causation is NOT _.4.Loss causation can be sufficiently demonstrated by _.问题1选项A.was heard by the US Federal Supreme CourtB.was an action about securities fraudC.was a case where the causation requirement was discussedD.provided investors with broad insurance against market losses问题2选项A.It is codified in the PSLRAB.It is critical to official recognition of investor class actions.C.It reflects the Congress intent to permit private securities fraud actions.D.It is about loss causation.问题3选项A.an individual question to be addressed as a matter of class certificationB.a central element of any private actionC.the critical element in both pleading and proof in securities fraud actionsD.necessary to be sufficiently pled to withstand a motion to dismiss问题4选项A.an artificially inflated market price and a later economic lossB.“tangle of factors” affecting market pricesC.plaintiffs adequate allegation and proof of the traditional elements of causation and lossD.false or misleading information disseminated into the marketplace【答案】第1题:D第2题:C第3题:A第4题:B【解析】1.事实细节题。定位到原文第一段As the U.S. Supreme Court addressed it in Dara Pharmaceuticals, Inc. v. Broudo, the loss causation requirement exists to assure that private securities fraud actions are “available, not to provide investors with broad insurance against market losses, but to protect them against those economic losses that misrepresentations actually cause.”（作为美国最高法院解决它在达拉制药、公司诉Broudo损失因果关系要求存在，以确保私人证券欺诈行为是“可用的，而不是为投资者提供广泛的保险市场的损失，但为了保护他们反对那些虚假陈述实际上造成的经济损失”）可知D选项“为投资者提供针对市场损失的广泛保险”和原文相悖；A选项“美国联邦最高法院审理了此案”，B选项“是一个关于证券欺诈的行为”以及C选项“是一个讨论了因果关系要求的案例”都可和原文对应。因此D选项符合题意。2.事实细节题。定位到原文第二段The rebuttable presumption of reliance based on the fraud-on-the-market theory is critical to certification of investor class actions where, without it, certification would be virtually impossible as individual questions of reliance would predominate over any common questions.（基于市场欺诈理论的可反驳的信赖推定对投资者集体诉讼的证明至关重要，如果没有它，证明几乎是不可能的，因为信赖的个别问题将压倒任何普通问题。）可知选C选项“这对正式承认投资者集体诉讼至关重要”；A选项“它被编纂在PSLRA中”未提及；第二段第二句But, as the Supreme Court also counseled in Dura, the PSLRA “makes clear Congress intent to permit private securities fraud actions for recovery where, but only where, plaintiffs adequately allege and prove the traditional elements of causation and loss.” （但是，正如最高法院在杜拉所建议的那样，PSLRA“明确了国会的意图，即允许私人证券欺诈诉讼在原告充分声称和证明因果关系和损失的传统要素的情况下（但仅在原告充分声称和证明的情况下）进行追偿”）可知是PSLRA明确了国会的意图，而不是市场欺诈理论，B选项“它反映了国会允许私人证券欺诈行为的意图”错误，同时可知D选项“关于损失的因果关系”错误。因此C选项符合题意。3.事实细节题。定位到原文第二段末Although the Supreme Court has held that loss causation is not an individual question to be addressed as a matter of class certification, it is a central element of any private action under Exchange Act 10b and Rule 10b-5, and must accordingly be sufficiently pled to withstand a motion to dismiss, and ultimately supported by evidence, whether on summary judgment or at trial.（尽管最高法院认为，损失的因果关系并非作为类别认证事项处理的个别问题，但根据交易法第10b条和第10b-5条，损失的因果关系是任何私人诉讼的核心要素，因此，损失的因果关系必须足够充分，足以抵挡驳回的动议，并最终获得证据支持，无论是简易判决还是审判）可知A选项“作为类别认证的一个单独问题”和原文不符，B选项“任何私人行动的中心要素”，D选项“需要被充分辩护以抵抗驳