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2 Features of commercial law
2.1 Lots of compulsory rules
• All business organizations are subject to registration. • All business organizations shall pay tax. • Subcommittees; 1/3 ID in the BOD
Category Constitution Laws Parent law Separate laws
Primary examples Ownership, civil rights GPCL (1986) Contract Law (1999) STL (1995) UREAL (1994) LAL (1986, 1988, 1998) Patent Law (1984, 1992, 001) Trademark Law (1982, 1993, 2000) Copyright Law (1990, 2001) Company Law (1993, 1999) Sole Proprietorship Law (1999) Partnership Law (1997) EBL (1986) Securities Law (1998) Insurance Law (1995,2002) NIL (1995) Maritime Law (1992)
2.2 Constant changes
• Inevitable: responsive to the fast changing social-economic life. • German Commercial Code: more than 50 times, 100 clauses. • Japanese Company Law: 1990, 1993, 1994, 1997, 1998, 1999, 2000, 2002. • Taiwan’s Company Law: 12 times since 1929.
4.1 Other major laws affecting a business
4.1.1 Criminal law
Civil law and criminal law
Criminal law Purpose Parties Outcome Consequence Courts Example Punishment State v defendant Guilty or not guilty If convicted, then sentenced Civil chambers Murder, theft, rape, robbery Civil law Compensation Plaintiff v defendant Plaintiff wins or loses If he wins, obtains a remedy. Criminal chambers Contract, property, tort, marriage
Chapter 1 Introduction to Business Law
1 2 3 4 5 Definition & Scope Features of commercial law Basic principles Effect of law on business operations Resolution of business disputes
3.1 Facilitation of efficient transaction
• Shorter period for limitation of action • Standardization of transaction
3.2 Promotion of transaction security
1 Definition & Scope
1.1 Definition
Total sum of law regulating the business organizations and their activities

1.2 Major business law
Sources of major business laws
4.1.2 Administrative law
Civil law and administrative law
Civil law Social relations Civil relations Property relations Personal relations Administrative law Administrative relations Administrative management Supervision over administration Administrative redress Internal administration Parties Citizens, legal persons & partnership Citizens, legal persons & partnership Relationship Autonomy Nature Category Equal status Parties autonomy Parties autonomy Private law Substantive law Administrative organs Private parties Subjection status State will Compulsory Public law Substantive & procedural law
Criminal, administrative and civil law
Criminal law Social relations Punishment severity Procedure Category All social relations Most severe Criminal Public law Administrative law Administrative relations Severe Administrative Public law Civil law Civil relations Severe Civil Private law
Administrative regs Local regs. Judicial interp Treaties
Company Registration Administration gegulations (1994) Shenzhen SEZ Commercial Regulations (1999) GPCL Opinions (1988) UNCCISG (1980), TRIPS (1995)
The plaintiff, Lüxian Brewery obtained the registered trademark “Xihuang (喜 喜 凰)” brand with ringed figure to be used on its spirit in 1987. On its label it also ” print such characters as “Xihuang spirit” (喜凰酒 in addition to the above 喜凰酒), 喜凰酒 registered trademark. Defendant, Wendeng Brewery owned the registered trademark “Tianfushan (天 天 福山)” 福山 ” brand with ringed figure. In order to obtain more market shares, the defendant instructed the printing factory to print the label of “Xihuang (喜凰 ” 喜凰)” 喜凰 brand with minor modification., i.e. replacing the “Xihuang (喜凰 ” mark with 喜凰)” 喜凰 “Tianfushan (天福山 ” mark, and the “Xihuang spirit” with “Xifeng spirit (喜 天福山)” 天福山 喜 凤酒)”. 凤酒 ” Consumers were misled and the plaintiff lost lots of market shares. In handling the case, the appellate court, i.e. Shangdong High People’s Court found it was difficult to establish that the trademark used by said defendant is the same or similar to that of the plaintiff, since the defendant merely passed off the label of the plaintiff and used its own trademark. If the court mechanically applied the legal rules of the Trademark Law, the defendant might avoid liability and made profits for doing so. Instead of using the trademark law, the appellate court held that the defendant violated the principle of honest and good faith in GPCL by resorting to unfair competition, and ruled that the defendant should stop such action and compensate the plaintiff's losses. By doing so the appellate court smartly made up the legal loophole at that time because the Unfair Competition Law has not been adopted yet.