business law2
Business law 关键字知识整理
·注意，第一个数字表示第几课，第二个表示在该课的第几页，可能会有小差异（正负1页）。
这个基本上把书上面出现的所有特殊名称（包括人名和法律条款都没有放过）展现，应该说，凡事黑体划线甚至是大写的基本没有放过。
部分大小写没有太注意，不过不会影响查找。
25 January Phillip lands in Bo tany Bay……1.751AA……9.109 Geo IV Ch. 83……1.7Abolished……9.15Absolute Privilege绝对特权……4.17Absolute Title绝对所有权……3.2ACCC（Australian Competition of Consumer Commission）……9.4Acceptance……5.4合约接受一项要约，即是受要约人在要约有效期及以要约要求的方式显示（不论是明示或默示）其愿意无条件按要约的条件受合约所约束Actual Authority……10.3委托人根据协议下或在合同授予代理人之权限Actual Defense……4.10在普通法下，有欺骗意图的欺骗行为，或妄顾陈述的真确或虚假Actual intent……4.18在合同法中，合约一方的主观意图。
当有可接纳的证据证明合约双方的明示意图，法庭便会就该意图作出相应判决Actual possession……3.2有关产权、对财产当前的实质保管或管制权，或于一处地方拥有该财产而该人于该地拥有保管该财产的权利或权力Actus reus……4.18犯罪行为。
构成罪行的自愿行为或不作为；该项罪行的实质因素Administrative Conflict of Juridictions……2.8Affirmation ……8.8确认，当原告人发觉事实上他有权利撤销合约的时候，若他将合约视作继续存在，他会被认为已确认该合约因而不能撤销该合约Agency ……8.2代理人跟委托人的关系，代理人可以影响委托人跟第三者的法律关系Agreement ……8.8Agreements……7.9Amadio type……8.18Amadio‟s case……7.15Amadio……9.1American Declaration of Independence……1.1Ampol……9.15An option……5.3Anarchists……1.2Anticipatory breach ……8.11提前违约，违约的一种，使受诺人可以在承诺人于指定时间履行合约前终止合约Anti-competition……9.1Anton Pillar order ……8.11该命令强令被告人准许原告人查看被告人的处所，目的在于找出及带走与原告人案件相关的任何资料。
《商法(英文)》business law -Case analysis 1 (2)
1.H (D) was the president of a golf club (P) from 1971 to 1990. In 1979, a real estate brokerinformed H (D) that property adjoining the golf course was for sale. H (D) bought the property in her own name, disclosing this information to the Club’s (P) board after the transaction was completed. Subsequently, H (D) obtained other adjoining property and eventually sought to develop homes on these properties. The Club’s (P) of directors opposed this development and asked H (D) to resign. The Club (P) then filed suit against H (D) for breaching her fiduciary duty by taking a corporate opportunity without disclosing it to the board. The trial court ruled for H(D), holding that acquiring properly was not in the Club’s line of business. The Club (P) appealed.Issue: Must corporate officers and directors disclose all relevant information prior to taking personal advantage of any potentially corporate opportunity?Key points: Yes, corporate officers and directors must disclose all relevant information prior to taking personal advantage of any potentially corporate opportunity. Corporate officers bear a duty of loyalty to their corporation. This duty must be discharged in good faith with a view toward furthering the interests of the corporation. And the director may take advantage of a corporate opportunity only after meeting a strict requirement of full disclosure. In the present case, the case mus t be remanded to develop the factual record with regard to the “fulldisclosure” principle.2.Guaranty Trust Company was a chartered trust company whose board of directors includedMeek (D), who was chairman of the board of directors and president of the company, his wife, his son, who ran the day-to-day operations of the company, and three outside directors. When Meek (D) took on fewer duties and semi-retired, his son began investing in GovernmentNational Mortgage Association certificates on a highly leveraged basis. Guaranty sustained increasing losses on this investment as interest rates rose, and finally was forced to file for bankruptcy. When Meek (D) was held to be have breached his duty of care as a director, and to be liable under the statute, he appealed, claiming that his son had made the initial investment decision and that his duty of care should be lessened because he was semi-retired.Issue: will a director be liable under the business judgment rule by failing to be diligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk?Key points: Yes, a director may be liable under the business judgment rule by failing to bediligent and careful in performing the duties he has undertaken including improper delegation of authority and insufficient supervision over increasing exposure to risk. Directors and officers are charged with knowledge of those things which it is their duty to know and ignorance is not a basis for escaping liability. Where suspicions are aroused, or should be aroused, it is thedirector’s duty to make the necessary inquiries. Meek (D) had a duty to keep abreast ofGuaranty’s investments. His breach of duty resulted from both his delegation of authority to his son without adequate supervision and his failure to avert Guaranty’s continued exposure toincreasing indebtedness.3.Smith(P) and other shareholders of Trans Union Corporation (D) brought a class action suit torescind a cash-out merger that had been approved by Van Gorkom (D) and other members of the board of directors and ultimately approved by an overwhelming majority of the stockholders.After listening to the evidence, the court held that the business judgment rule applied to raise the presumption that the action taken by the board was an informed one made in good faith in the honest belief it was in the corporation’s best interests. Renewed allegations that the board of directors acted without sufficient information and that the stockholders were also notsufficiently informed prior to their vote of approval formed the basis of the appeal by Smith (P).Issue: Must a decision made by the board of directors be an informed one in order for it to be protected by the judgement rule?Key points: Yes, the business judgment rule affords protection for informed decisions made by a board of directors. The concept of gross negligence is the proper standard for making thatdetermination. Here, it is evident the board did not make a deliberate determination whether to approve the merger. A director cannot abdicate his duty by leaving the decision to theshareholders alone, and even they were not adequately informed.4.After several of the directors of the Kirby Foundation, a nonstock charitable corporation, suedFred Kirby (D) for breach of fiduciary duty to the corporation, Oberly (P), the attorney General, intervened on behalf of the beneficiaries of the charity. Oberly (P) alleged that the directors of the Kirby Foundation(D) had breached their fiduciary duties to the corporation by voting to approve the transaction between the Foundation and Allegheny Corporation, because all four Foundation directors(D) held large blocks of Allegheny stock and therefore had an interest in the transaction. The court of chancery upheld the fairness of the Allegheny exchange. The attorney general (P) appealed, alleging that the Allegheny transaction should be judged under principles of trust law, rather than corporate law.Issue: do the interested directors bear the burden of proving the intrinsic fairness of aninterested transaction by showing the entire fairness of the transaction in all its aspects,including both the fairness of the price and the fairness of the directors’ dealings?Key points: Yes, the interested directors bear the burden of proving the intrinsic fairness of an interested transaction by showing the entire fairness of the transaction in all its aspects,including both the fairness of the price and the fairness of the directors’dealings. As long as agiven transaction is fair to the corporation, and no confidential relationship is betrayed, it may not matter that certain corporate officers will profit as the result of it. The key to an adequate evaluation of the fairness of a transaction is reliable and complete information. Several factors supported the decision of the Foundation’s directors (D) not to seek alternatives to theAllegheny transaction. This court finds that both the negotiations and the price were fair. Although the law requires that corporate directors evaluate the propriety of a given transaction on the basis of a full complement of information, it does not require that they seek a formal fairness opinion. In light of the high cost of a fairness opinion, we do not believe that the directors (D) in failing to seek one.。
国际商法 第二版 英文版 姜作利 课件
2020/3/8
III Sources of international business law
D International trade customs and usages
• Influence: not law, but plays an important role. • 1. as binding rules by agreed upon by the parties to the
2020/3/8
III Sources of international business law
A National law
The most important source. Take China as an example: The Contract Law Trademark Law Chinese-Foreign joint Venture (Cooperative) Law, The Civil Procedure Law Arbitration Law
Examples: 1. Model Law on International Commercial Arbitration by
the United Nations Commission on International Trade Law （联合国国际贸易法委员会国际商事仲裁示范法 UNCITRAL Model Law） 2. Principles of International Commercial Contract by the International Institute for the Unification of Private Law （国际统一私法协会国际商事合同通则, UNIDROIT PICC ）
Business Law
Topic 1Public lawPublic law is a theory of law governing the relationship between individuals (citizens, companies) and the state. Under this theory, constitutional law, administrative law and criminal law are sub-divisions of public law.Private lawPrivate law is that part of a civil law legal system which is part of the jus commune that involves relationships between individuals, such as the law of contracts or torts[1] (as it is called in the common law), and the law of obligations (as it is called in civil legal systems).Doctrine (信条) of reception (接收)In common law, the doctrine of reception (properly, reception of the common law of England in a colony) refers to the process in which the English law becomes applicable (适用的) to a British Crown Colony (英国直辖殖民地).Topic 2Australia was formed in 1901, with 6 separate states, share the powers between the states and the governmentThe doctrine of separationLegislative make lawExecutive manageJudiciary interpret and applyThe doctrine says all three branches must be separate, but in reality, the legislative and the executive are connected because of the governmentThe queen is the crownThe governor general represent the crown, doesn't have the real power, it is for ceremonySenateHouse of the representativesJudicial powerOnly high court can interpret constitutionTopic 4Court HierarchyAustralia has separate systems of courts at Commonwealth, state and territory levels. Each court system is arranged as a hierarchy, by dividing the courts into different levels of power and importance. Each state and territory has its own court hierarchy, and ach court had its own jurisdictions.Jurisdiction (司法权、权限)The power of a court to hear certain types of casesCourt system in China最高人民法院高级人民法院中级人民法院初级人民法院ADR - Alternative dispute resolutionInvolves using methods outside the court system to resolve disputesOnly in civil mattersThe standard of proofThe degree of proof required in order to succeed in a legal action.•Criminal cases: Beyond reasonable doubt•Civil cases: On the balance of probabilitiesThe Victorian Court HierarchyJuryA panel of people drawn from the community who can decide the outcome of some cases Doctrine (信条) of Precedent (先例)Cases involving similar facts should be resolved in a similar way by courts, which means stand by what has already been decided.Further, a lower court in a hierarchy must follow a decision of a higher court in the same hierarchy where the facts of the 2 cases are similarReason: Fairness and consistencyPrecedent(先例) – Judge – made LawA precedent is a decision of a court that establishes one or more legal principles, known as common law, case-law or judge-made law.Essentially a lower court in a hierarchy is bound to follow a decision of a higher court in the same hierarchy where the facts of the 2 cases are similar. The decision of the higher court would be referred to as a binding (捆绑) precedent.There are other precedents that a court may not be bound to follow but may still be useful to that court in making decision which are called persuasive precedents.Precedents will only be created by these courts where there is no existing law or where the existing law has been added to or varied in some way to deal with new circumstances.What part of a precedent is a court bound (obliged, must) to follow?•Courts must follow the ratio decidendi of earlier similar decisions•Courts are not bound to follow obiter dicta contained in earlier decisions Adversary (对手) System of TrialA “trial” is the hearing of a case (civil or criminal). 2 or more parties bring an action to court and are likened to opponents in a sporting match to debate. P 41QuestionsWhat do we call the part of a judge’s decision tha t must be followed in lower courts in the same hierarchy?What is the difference of the standard of proof in a criminal matter and in a civil matter?改错题Jane is suing Billy for negligence, claiming that the food she ate in his restaurant was not fresh and made her ill. She is claiming specific performance of $50,000 from Billy. The trial is set for June 12 in the Supreme Court of Victoria. To avoid going to jail, Billy must prove beyond reasonable doubt that the food in his restaurant was not the cause of Jane’s illness.Parts of the AnswerDamage is 50,000, under 100000 so she should not go to Supreme courtThe civil matter is called a hearing not a trialIn a civil matter billy will not be sent to jailJane is the plaintiff so she is responsible for the proofTopic 5Sole trader•One person owns and controls•Owner keeps all profits•Owner is not separate legal entity•Death or illness could be a problem•Unlimited LiabilityPartnership also have unlimited liabilityCompany•Separate legal entity•Fictional person•Incorporated•Can sue and be sued•Can make contracts•Constitution and or replaceable rules•Perpetual existence•Limited liabilitiesDisadvantages•Document requirement•More responsibleThe veil of incorporationA company’s separate existence, like a protection (the veil) between the company and the shareholders, from liability for company obligations债务.Shareholders’ rightsReceive a proportion of the company’s profits in the form of dividendsTake part in management of the companyReceive certain financial info from the companyReceive a proportion of the company’s capital if the company is wound up (terminated) Proprietary and Public CompaniesRegistering a Business NameOnly you use the owner’s surname and initials, or the company must be registered Question1.Roy runs a second hand hospital equipment sales business, called Recyled Roy. Though hiswarehouse is situated in Victoria he sells equipment online across Australia. Under the business names legislation, where does he have to register his business name?•He has to register the company’s name in every state and territory, because he’s selling the equipment across Australia.2.What protection does the veil of incorporation provide to company owners?•Protection from liability and company debts3.Emily is currently operating as a sole trader in the fashion industry. As she is becoming moresuccessful, she has been advised to incorporate her business. Explain what incorporation means and what are the advantages and disadvantages of incorporation•Incorporation is the legal process by which a by which a business becomes a company.This means it is a separate legal entity from its directors, shareholders, employees, members and creditors.•Advantages (when taking exam, write in sentences)1.Limited liability2.Perpetual existencepany can sue and be sued in its own name•Disadvantages4.Strict reporting responsibilities to ASIC5.Profits are shared6.Many different individuals (CEO, Directors, and Shareholders) have aninfluence on the running of the business, so less of control by the owner.7.Shareholders of a publicly listed company have the right to receive dividend股息Topic 6A power of attorney (全权委任书)A universal agent (总代理) has unrestricted (无限制的) authority to act on behalf of the principal.The most common way in which they may be appointed is under a power of attorney. P82 AgencyImportant partiesPrincipalAgentThird PartyWhat are the duties of an Agent to the principal?1.Obey the principal’s lawful instructions2.Act in person3.Act in the principal’s best interests4.Not misuse confidential info5.Not make a secret profit or take a secret commission6.Take care of the property of the principal7.Keep separate and proper accountse reasonable skill and diligenceExplain what is a mercantile agent?Mercantile (商业) agents, to do with buying and selling, that have possession of another person’s goods for the purpose of the selling those goods. P83Agency can be created by:•Ratification (批准) : is the approval or confirmation by a principal of an agent’s act after the agent has performed them.CaseRose is an employee in the International Education Department at Henan University. She is responsible for ordering stationary. She decides that the department’s software needs updating, so places an order for new software. Her boss, Mr Shu, was unaware of Rose’s order at the time she made it and did not authorize Rose to act on his behalf. However, he subsequently agrees with her that the software needs updating and supports her action.Has an agency relationship been created?If so, explain how.Topic 8NegligenceWhat is the standard of proof of negligence?•Criminal cases: Beyond reasonable doubt•Civil cases: On the balance of probabilitiesWho is your neighbor in law?A person who is closely and directly affected by my actIn order to prove negligence all of the following 3 elements must be proven:1.The defendant owed a duty of care to the plaintiff (the Neighbour Principle)2.The defendant breached that duty of care3.The plaintiff suffered damage as a result of that breach(In exam, can write only the duty of care, the breach of care and damage)To decide whether it is (workbook p 133IssueRulesApplicationApplying the test of reasonable foreseeability (Donoghue & Stevenson), a reasonable person in Monica’s position would have foreseen that a member of the public could be injured on the wet floor on rainy days if the door was not repaired or the side entrance not blocked off.ii. The vulnerability and control test (Perre v Apand)Applying the vulnerability and control test (Perre v Apand), Monica as owner of the supermarket could control the site and prevent or minimize risk of injury to the public.Her customers were relying on her to keep the area safe.2. Was there a breach of the duty of care? (Standard of care)4.Did the plaintiff suffer damage?CaseLily was dining at a local restaurant with some friends. The restaurant had a leak in the roof near the toilets and in rainy weather water would collect in a small puddle in front of the ladies’ toilet, which was located on top of a set of small stairs. The owner of the restaurant, Jason, was aware of the problem but had not yet organized roof repairs. It was raining heavily outside the night Lily and her friends were eating in the restaurant.As Lily was coming out of the ladies’ toilet, she stepped in the puddle and slipped, falling down the stairs near the toilet. She sprained her ankle, broke her arm and sustained bruising. She was unable to work for 3 months and her medical bills totaled $40,000. After seeking advice from a lawyer, Lily decided to sue the restaurant.1.Is this a civil or criminal matter?Explain the reasons for your answer.2.On which party is the burden of proof?3.What is the standard of proof in this matter?4.What types of legal action can Lily take against Jason, the restaurant owner?5.What legal outcome would Lily hope to achieve?AnswerThis is a civil matter as it is a legal dispute between 2 citizens. Lily, the restaurant customer, could sue Jason, the owner of the restaurant in negligence. (Or the main issue is whether Lily could successfully sue Jason the owner of the restaurant in negligence.)The burden of proof, known in law as the onus of proof, lies with Lily, who is the plaintiff in this legal action. Lily must prove on the balance of probabilities that Jason was negligent in failing to repair the roof of the restaurant.(Briefly state whether the plaintiff can prove negligence.You do not need to follow and apply the Negligence format attached to the…)The requirements of negligence to be proved by Lily are DOC, Breach and Damages. Occupiers of land must take reasonable care to avoid a reasonably foreseeable risk of injury to anyone who comes onto their land. (Australian Safeway Stores v Zalzuna.) SO, Jason owed a duty of care to Lily to ensure there was no water on the floor which she could slip on and injure herself.(Note: it is also acceptable to briefly apply the reasonable foreseeability test and vulnerability and control tests if you wish)It would have been fairly easy and not too costly for Jason to repair the leaking roof and his failure to do so is likely to amount to a breach of the duty of care. The injuries Lily suffered werecaused by Jason’s breach of the duty of care. There are no defenses available to Ja son…Lily could claim special damages of $40,000 for her medical expenses and 3 months’ salary as loss of income. She could also claim general damages for pain, suffering and anxiety. It is unlikely that her injuries would affect her future earning capacity or create any long-term loss of enjoyment of life.Topic 7 Contract Law在英国法中，作为合同内容的合同条款从形式上可以分为两类，即明示条款（express terms）和默示条款（implied terms）。
business law
The types of business law
公司法 Company Law 商标法 Trademark Law
海商法 Admiralty Law
保险法 Insurance Law
票据法 law of Negotiable Instrument 商业银行法 Commercial Banks Law
Legal terms
Sue 控告， 法院﹚ 控告，向﹙法院﹚起诉 Prosecute 对…提出公诉 提出公诉 Trademark 商标，品牌 商标， Court 法院， 法院，法庭 Lawyer 律师 Case 案件， 案件，诉讼 Judge 法官、﹙纠纷等的﹚仲裁人 法官、 纠纷等的﹚ Defence 被告方（包括被告人及其辩护律师） 被告方（包括被告人及其辩护律师） Litigation 诉讼 争讼 诉讼,争讼
Characteristics
技术性 Technicality
B
Rentability 营利性
A
characteristics
C
Compatibility 兼容性
Variability 变动性
E
D
Internationalis m 国际性
orange
What’s your opinion about this case? a. The company already used the color on its other brands. b. Only part of the company could be prosecuted.
The second case
Going Green (环保绿的官司） 环保绿的官司） 环保绿的官司
《国际商法》PPT课程课件全编精选全文
国际条约(或公约)对缔约国具有法律约束力,实践中,各国为了奉行条约必须信
守的古老法律原则,一般将其相关的内容在国内法中予以体现。但是,国际商法
在本质上属于私法范畴,当事人的意思自治原则在一定程度上可以减损国际公约
(或条约)的效力,由此致使其不具有绝对的强制执行力。例如,各国国情不同,在
英美法系
(二)英国法的结构、特点和渊源
3.英国的法院组织体系
➢ 英国的法院体系比较复杂,有高级法院和低级法院两类。前者包括上议院(枢密院司
法委员会)、上诉法院和高等法院三种,后者包括王冠法院、郡法院和治安官法庭三
种。郡法院和治安官法庭作为英国最低一级的法院,分别审理辖区内争议标的在5
除法国、德国外,许多欧洲大陆国家如瑞士、意大利、奥地利、荷
兰、卢森堡、比利时、西班牙、葡萄牙、瑞典等都适用大陆法系。
另外,曾受大陆法系国家殖民统治过的拉丁美洲、非洲,以及近东
的一些国家也实行大陆法系,英美法系国家中的个别地区,如美国
的路易斯安那州和加拿大的魁北克省,也实行大陆法系。另外,日
本、土耳其等国,以及我国台湾地区,也引入了大陆法系。
各种方式把商法纳入
本国的国内法,使之
成为国内法的一部分,
从而使商法失去了它
原有的国际性。
第二次世界大战后,
特别是20世纪60年
代以后,随着世界生
产力的增长,各国之
间的经济联系日益密
切,经济生活越来越
国际化,互相依赖的
程度也大大增强。
洲地中海沿岸是世
界各国贸易的中心,
意大利的威尼斯、
热那亚等一些城市
则是这一贸易中心
➢ 英国法分为普通法与衡平法,这种二元性结构是英国法的一个主要特点。
重庆大学经管学院关于英文期刊等级的划分
经管院[2010]4号重庆大学经济与工商管理学院关于教师发表学术论文奖励办法(修订版)一、教师申请论文报奖时，由申请者凭论文原件和复印件（包括期刊或论文集封面、目录和文章首页，并在封面上注明申请者姓名）一份，在科研秘书处填写申请表，提出论文发表奖励申请。
二、教师发表的学术论文将依据其登载期刊的类别分别予以不同奖励（税前奖励金额）：1．中文A类经济管理期刊以学院认定的17种刊物为准，A类期刊中的《经济研究》、《中国社会科学》为10000元/篇，《管理世界》、《管理科学学报》为6000元/篇；A类期刊中的其它期刊为3000元/篇。
英文SCI、SSCI经济管理期刊中，A+类---40000/篇，A类---20000/篇，B类---10000/篇，C类---6000/篇（包括除英文SCI、SSCI经济管理期刊中的A+类、A类和B类以外的其它英文SCI、SSCI经济管理期刊论文，以及英文EI核心版期刊论文）；中文B类经济管理期刊以CSSCI、CSCD收录为准（均不包括扩展版），800元/篇。
2．各类学术期刊增刊、专刊或专辑上发表的论文不予奖励，各类学术期刊上发表的短文减半奖励。
中文A类和英文SCI、SSCI经济管理期刊中的A+类、A类和B类学术期刊名录见附件。
3．发表中文期刊论文，第一作者为教师本人，或第一作者为教师本人指导的研究生而第二作者为教师本人，而且作者单位是重庆大学经管学院；发表英文期刊论文，第一作者为教师本人，或通讯作者（至少应是第二作者）为教师本人，而且作者单位是重庆大学经管学院。
4．发表在国内期刊英文版上的学术论文，视同国内同类期刊中文版上的学术论文对待。
5．国际、国内会议论文不予奖励。
三、以上论文奖励办法自2010年1月1日起执行。
四、本次修订的奖励办法若与原有的奖励办法出现冲突，以本奖励办法为准。
重庆大学经济与工商管理学院2010年2月25日附件：重庆大学经济与工商管理学院中文权威及A类学术期刊权威学术期刊：经济研究中国社会科学管理世界管理科学学报A类学术期刊：金融研究会计研究经济科学经济学动态统计研究中国管理科学系统工程理论与实践中国软科学世界经济科研管理系统工程学报数量经济技术经济研究管理工程学报重庆大学经济与工商管理学院经济管理类SCI/SSCI英文国际学术期刊论文奖励分类目录（试行）A+类A类B类。
中国政法大学民商法学专业攻读硕士学位研究生培养方案
民商法学专业攻读硕士学位研究生培养方案专业代码：030105一、培养目标民商法专业硕士研究生的培养目标如下：1、具有较高的思想品质，行为端正；2、能够系统掌握民法与商法的体系与核心，具有研究能力；3、至少掌握一门外语作为工具；4、不仅具有扎实的理论功底，而且能够理论联系实际，为司法实践部门输送骨干力量。
二、研究方向1、民法2、商法3、知识产权法4、亲属法5、继承法6、罗马法三、学习年限1、硕士研究生基准学制为三年。
2、提前完成培养计划，成绩特别优秀的，可以申请提前一年毕业。
3、课程学分修满后未完成学位/毕业论文的，由本人申请，导师同意，学院批准，报研究生院备案后，可以提前离校，学位申请和论文答辩可延长至四年。
4、在规定的最长期限内不能完成全部学业的，以结业论。
四、课程设置及学分要求硕士研究生课程学分不少于34学分，总学分不少于36学分；跨学科和以同等学力考取的硕士研究生课程学分不少于38学分，总学分不少于40学分。
一一一学位公共课（计10学分）马列经典著作选读108学时4学分第一外国语144学时4学分专业外语 36学时2学分一一一学位专业课（计12学分）民法总论 72学时 4学分商法—公司法与证券法 72学时 4学分民法物权 72学时4学分民法债法（包括合同法） 72学时 4学分一一一选修课（计10学分，其中本专业选修课至少6学分）继承法 36学时2学分商法—信托与投资基金法 36学时2学分侵权行为法 36学时2学分名家讲习与学术课堂 36学时2学分破产法与重整法 36学时2学分票据法与保险法 36学时2学分亲属法论 36学时2学分知识产权法 36学时2学分民事诉讼法总论 36学时2学分罗马法论 36学时2学分比较民法 36学时2学分第二外国语非指定选修课一一一读书报告（计2学分）在学期间应在本专业或本学科范围内至少做读书报告2次。
一一一补修课（计4学分）民法学 36学时2学分经济法学 36学时2学分五、其他教学环节一一一科研论文（2学分）应在第一学年和第二学年分别提交一篇3000字以上的学年论文或高水平的调研报告，经导师评阅后计2学分。
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2. Where you can register?
Registered office, Department of Trade Development, Ministry of Commerce
3. When you can register?
unregistered:> only a partner, who is a contracting 缔约party, can acquire any right against third person registered:> any partner can acquire any right against third person
2. Relation of partners to third person
1. The rights of a partner to the third
person. 2. The liabilities of a partner to third person.
1. The right of a partner
A person who permits his name to be used in the partnership name is entitle to demand that such use shall be finished if he does not become a partner anymore. Any person who is not partner, but permits his name to be used in the partnership name become liable to third person as a partner for all obligation of the partnership
General partnership
Forming a general partnership
A partnership can be started its business with an agreement as to the term of partnership. This agreement or contract may provided either writing form or oral agreement. The contract should be contained the articles which all partners agree upon is call “Article of Partnership”. This article ” shall provide the exact relationship among the partners such as;
1. Capital
The contribution: money, properties or services The value of contribution may be equal or unequal, in case of doubt the value is equal The average of contribution of money or properties is equivalent to the value of services (in order to calculate profit and loss)
occupation)
The name of managing partner The restrictions on the power of managing partner, if any The seal of the partnership Other particular information, if any
Contribution is divided by a number of partners which not including a partner who gives a service
Capital (cont.)
Fail to deliver the contribution
Wholly fail:
Any time after made an agreement of partnership
4. Why you need to be registered?
Generated a juristic person body for better business performance
Required information for registration
1. Relation of partners between themselves
1. Capital 2. Prohibition to carry on any business of the 3. 4. 5. 6. 7.
same nature and competing with that partnership Prohibition to introduce another person to become a new partner Transferring of profit to a third person Sharing of profits and losses The right to demand that the use of his name shall be finished The right of a partner to claim his share form the other partner
No prohibition for being the limited partner!!
Result for violating the prohibition
The other partners (or the partnership in case of registered) are entitled to claim from the violating partner for all the profits which he has made or for the compensation to relieve the injury which the partnership suffered one year after the date of contravention. 无效
competing with that the partnership
Unregistered:> any business (for himself or others) without the consent of all partners. Registered:> any business himself or others, becomes a unlimited partner without the consent of all partners.
3. Prohibition to introduce..
qualification of the partner is a substantial坚固的 factor no new partner in the partnership can be introduced to the partnership without the consent of all partners, unless agreement provided otherwise
Topics of partnership
1. Relation of partners between
themselves 2. Relatisons 3. Management of a general partnership 4. Dissolution and liquidation of a general partnership
4. Transfer of profit to a third person
Transferring profit to third person does not make him as a new partner. 没有得到全体的同意，第3方不被接受
5. Sharing of profits and losses
Unregistered:> the creditor of the obligation is entitled to claim against all partners in the partnership Registered:> the creditor of the obligation is entitled to claim against all partners in the partnership. But if it appears to the court that
The proportion of contribution How to sharing profit and loss Duty of each partner
Registration of a general partnership
1. What kind of this registration?
Sending a written notice by registered mail and 2. To give him a reasonable time to deliver a contribution **If any partner fails to perform, he may be excluded from the partnership by all partners’ decision or the majority’s decision as provided in the contract.