Shareholders/Gesellschafter

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The translation of forms of business association is quite complex and takes so long to discuss that the steam goes out of the boiler before the discussion has got off the ground.

I met some U.S. translators briefly last Friday, but not too briefly for one of them to tell me that all the U.S. lawyers she works for reject the translation of Gesellschafter of a GmbH as shareholder.

This is a good concrete example – without such examples it’s really impossible to discuss why some lawyers don’t like some translations (see earlier entry without examples).

It would be great if people asked their English-speaking lawyers why they don’t like the translation.

So, let’s look at this. Gesellschaft itself is a problem, but at least my favourite translation of GmbH, which is GmbH, is straightforward (until the client complains).

But the word Gesellschafter has to be translated. The nearest equivalents (not translations) of Gesellschafter in English are:

AG: shareholder
GmbH: member
KG: partner
OHG: partner

But look at this:
Aktie in AG: share
Anteil in GmbH: share

So it has become standard to translate every Gesellschafter of a limited company as a shareholder. Of course, it may seem like translatorese in a GmbH, but it seems a good solution to me. For some reason, hardly any Germans seem to have heard of the word members.

The U.S. lawyers who didn’t like shareholder apparently wanted members or partners. Members, OK, but never never never partners in a GmbH: it creates the wrong idea.

It’s been suggested to me that the lawyer familiar with two languages may simply be getting confused, and transferring the existence of two terms for shares (Aktie and Anteil) in German to a wrongly assumed existence of two terms in English.

Severance clause / Salvatorische Klausel

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Here’s a severance clause (severability clause, saving clause) from Mark Anderson, A-Z Guide to Boilerplate and Commercial Clauses:

If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.

Plenty of other examples can be found online for harvesting elements to translate a German salvatorische Klausel.

The courts won’t always accept the clause, but it might help, for instance, where an employment contract has a clause in restraint of trade governing post-termination work.

I found salvatorische Klausel in the small Langenscheidt-Alpmann dictionary but not otherwise. Maybe that’s why DE>EN translators are always asking what it is.

At all events, the weblog verbraucherrechtliches … is looking at some inadmissible general terms and conditions and has an entry on salvatorische Klauseln.

Some clauses add nothing to the provisions of the Civil Code, but are harmless.
But this:

Anstelle der unwirksamen Bestimmungen gilt eine angemessene zulässige Regelung, die den angestrebten wirtschaftlichen Zweck weitgehend erreichen.

is apparently known as geltungserhaltende Reduktion and is NO GOOD. Consequences here.

Of course, this doesn’t relieve us from translating them into English.

Habeas corpus

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habeas.gif

You may not recognize him, but he’s been looking out for you.
Habeas Corpus has never had a very high profile, but for more than 700 years this quiet hero has stood watch over some basic principles of fairness and human dignity. When the Constitution was written, he was there. Since 1215, in fact, he’s been a humble, but unflagging, champion of justice and due process of law. …
Something happened last year, and now Habeas Corpus is missing.
Some time on the morning of October 17, 2006, Habeas disappeared. Eyewitness accounts say he was last seen in Washington, D.C., walking down the Capitol steps in something of a daze. But where he went from there, or where he is now, is anyone’s guess.
The one thing we know for certain is why he went missing. October 17 was the day that Congress let the president declare Habeas Corpus — and other parts of the U.S. Constitution — null-and-void for certain individuals.

No, I don’t think I’ve seen him either. More from the ACLU here.

(Via Boingboing)