Business law Chapter_4_review
商业银行管理 ROSE 7e 课后答案chapter_04
CHAPTER 4CREATING AND MANAGING SERVICE OUTLETS:NEW CHARTERS, BRANCHES, AND ELECTRONIC FACILITIESGoal of This Chapter: The purpose of this chapter is to learn how new banks are chartered by state and federal authorities in the United States, to determine what makes a good site for a new branch office, to recognize how the role of branch offices is changing, and to explore the advantages and disadvantages of automated banking facilities.Key Topics in This Chapter•Chartering New Financial Service Institutions•Performance of New Banks•Establishing Full Service Branches•In-Store Branching•Establishing Limited Service Facilities•ATMs and Telephone Centers•The Internet and Online BankingChapter OutlineI. IntroductionA. The Importance of Convenience and Timely Access to CustomersB. Service Options Available Today1. Chartering New (De Novo) Financial Institutions2. Establishing New Full-Service Branches3. Setting Up Limited-Service FacilitiesII.Chartering a New Bank or Other Financial Service InstitutionsIII.The Bank Chartering Process in the United StatesA. The Chartering Authorities in the U.S.B. Benefits of Applying for a National CharterC. Benefits of Applying for a State CharterIV. Questions Regulators Usually Ask the Organizers of a New BankV. Factors Weighing on the Decision to Seek a New Bank CharterA. External Factors1. Level of Economic Activity2. Growth of Local Economic Activity3. The Need for a New Bank4. Strength and Character of Local Competition in Supplying FinancialServicesB. Internal Factors1. Qualifications and Contacts of the Organizers2. Management Quality3. Pledging of Capital and Funds to Cover the Cost of Filing a CharterApplication and Getting UnderwayVI. Volume and Characteristics of New Bank ChartersA. Numbers of New ChartersB. Characteristics of New Charter MarketsVII. How Well Do New Banks Perform?A. New Bank Financial PerformanceB. Pro-Competitive Effects on Service Offerings and Service PricingVIII. Establishing Full-Service Branch Offices: Choosing Locations and Designing New BranchesA. Advantages of Full-Service BranchesB. Trends in the Design of New BranchesC. Desirable Sites for New BranchesD. Expected Rate of ReturnE. Geographic DiversificationF. Branch RegulationG. The Changing Role of BranchesH. In-Store BranchingIX. Establishing and Monitoring Automated Limited-Service FacilitiesX. Point-of-Sale TerminalsXI. Automated Tellers (ATMs)A. History of ATMsB. ATM ServicesC. Fee Structures for ATM UsageD. Customer Service Limitations of ATMsE. Example of the ATM Capital-Budgeting DecisionXII. Home and Office Online BankingA. Telephone Banking and Call CentersB. Internet Banking1. Services Provided Through the Internet2. Challenges in Providing Internet Services3. The Net and Customer Privacy and SecurityXIII. Financial Service Facilities of the FutureXIV. Summary of the ChapterConcept Checks4-1. Why is the physical presence of a bank still important to many bank customers despite recent advances in long-distance communications technology?Many customers still prefer the personal attention and personal service that contact with bank employees provides. Moreover, for those services where problems can arise that require detailed information and explanation-for example, when a checking account is overdrawn and checks begin to bounce-the customer needs quick access and, often, the personal attention to his or her problem on the part of one or more employees.4-2. Why is the creation (chartering) of new banks closely regulated? What about nonblank financial firms?The creation of new banks is regulated to insure the safety and soundness of existing banks and to avoid excessive numbers of bank failures. The same arguments are usually made for non-bank financial firms. Financial-Service firms hold the public’s savings, are the heart of the payment system and create money. The failure of these firms could disrupt the economy and too many could mean in excessive growth in the money supply and inflation.4-3. What do you see as the principal benefits and costs of government regulation of the number of financial service charters issued?While control over the entry of new banks may reduce the number of failures, it also limits competition, so that the public may receive a smaller volume or lower quality of services at excessive prices.4-4. Who charters new banks in the United States? New thrift institutions?New banks are chartered by the banking commissions of the individual states or, at the federal level, by the Comptroller of the Currency. Thrift institutions are chartered by the states or at the federal level by the Office of Thrift Supervision.4-5. What key role does the FDIC play in the chartering process?The FDIC exercises some control over state bank charter activity as well as federal charters because most states insist that their new banks qualify for federal deposit insurance before they can open for business.4-6. What are the advantages of having a national bank charter? A state bank charter?The benefits of a national charter are:a.)It brings prestige due to stricter regulations and may help attract more customersb.)In times of trouble the technical assistance given may be better ensuring a betterchance of long run survivalThe benefits of a state charter are:a.)It may be easier and less costly to get a state charterb.)The bank does not have to join the Federal Reserve and therefore avoids buying andholding low yield stock of the Federal Reservec.)Many states let a bank lend more to one borrowerd.)State chartered banks may be able to make types of loans that a nationally charteredbank cannot4-7. What kinds of information must the organizers of new national banks provide the Comptroller of the Currency in order to get a charter? Why might this required information be important?The Comptroller of the Currency asks for information on the number of competing banks and bank-like institutions in the service area of the proposed bank. More competitive market situations limit the profit potential and perhaps the growth potential of a new bank. Also requested is information about shopping centers, retail and wholesale business activity, recent population growth, traffic counts, and personal income levels - all viewed as indicators of potential demand for banking services in the service area of the proposed new bank. Applicants must also provide background information on the organizers and proposed management of a new bank so the Comptroller can decide if these people are qualified, law-abiding, and trustworthy to manage the public's funds as well as their own.4-8. Why do you think the organizers of a new financial firm are usually expected to put together and submit to the chartering authority a detailed business plan, including marketing, management, and financial components?This demonstrates to regulators that the organizers of the bank have the expertise, experience and skills necessary to be successful in managing the new bank. If the organizers of a bank do not know where they are going, they are unlikely to be successful. In addition, it demonstrates whether the organizers of the new bank have a realistic picture of the community they are planning on serving and whether the organizers have a realistic view of the profit potential in the new bank. 4-9. What are the key factors the organizers of a new financial firm should consider before deciding to seek a charter?While a variety of factors are examined by different business people interested in establishing a new bank, most look at some or all of the following factors.1. External Factorsa. The level of local economic activity.b. Growth of local economic activity.c. The need for a new bank.d. The strength and character of local competition in supplying financialservices.2. Internal Factorsa. Qualifications and contacts of the new bank's organizers.b. Management quality.c. Pledging of capital and funds to cover the cost of filing a charter applicationand begin operations.4-10. Where are most new banks chartered in the United States?New charters tend to be concentrated in large urban areas where expected rates of return on the organizers investments are likely to be the highest. As the population increases relative to the number of financial firms, the number of new charters increases. The success of local banksalready in the area suggests that new financial firms would also be successful. Places where the concentration ratio for new banks has increased tend to have fewer new bank charters.4-11. How well do most new banks perform for the public and for their owners?Most new banks succeed, especially those whose organizers can bring in new deposits and loan accounts during the first year of the bank's operation. Most are profitable within two to three years of opening. There is some ev idence that newly charted banks are financially ‘fragile’ and more prone to failure than existing banks. They appear to be more vulnerable to real estate crises than established banks. New banks tend to under perform their competitors until they have been around for a while and new banks are more closely supervised than established banks.4-12. Why is the establishment of new branch offices usually favored over the chartering of new financial firms as a vehicle for delivering financial services?The chartering of a new financing corporation is normally a lengthy and expensive process, requiring the completion of elaborate federal or state application forms, while the branch application process is normally far simpler and less costly. Moreover, with the increase in the number of failures in recent years regulatory-imposed capital requirements for new charters have increased substantially, while new branch offices usually carry significantly lower capital requirements. Moreover, branch offices themselves are often much less elaborate and costly to build and maintain than are the headquarters' facility of a new institution where some duplicate facilities can be eliminated (for example, checking processing, credit analysis, and records departments).4-13. What factors are often considered in evaluating possible sites for new branch offices? Bankers first need to decide the goals and objectives of a new facility. Often this means assessing whether the proposed new branch is aimed at selling one or more particular services, such as deposits or loans, and also deciding how closely correlated cash flows and returns from the new branch office may be with cash flows and returns from the other facilities operated by the bank. If returns or cash flows through the proposed new institution are negatively correlated or display low positive correlation with the institution's other facilities, they may be able to lower the variance of its returns or cash flows by proceeding to establish the new office.Other considerations revolve around the economic strength of the proposed branch officesite-whether there is adequate traffic volume, large numbers of stores and shops, older or younger age populations who often require slightly different menus of services, recent area population growth, density and income, the occupational and residential makeup of the proposed new branch area, a large enough population to generate enough customers to breakeven and the number and size of facilities operated by competitors. Generally, for branches designed to attract and hold deposits key factors to consider usually revolve around individual and family incomes, concentrations of retail stores and shops, older-than-average residents, and homeowners rather than renters. For branch facilities emphasizing credit services residential areas with substantial new construction activity, heavy traffic flow, and high concentrations of stores and shopping centers are typically desirable for consumer and retail loan demand, while central city office locations are often chosen as locations for commercial loan facilities.4-14. What changes are occurring in the design of, and the roles played by, branch offices? Please explain why these changes are occurring.Bank branches are increasingly becoming selling platforms in which more and more fee-based services are attractively and prominently advertised in order to maximize the fee-income generating potential of each branch. Moreover, branches are becoming increasingly automated to reduce personnel and other operating costs and improve speed, efficiency, and accuracy in handling a growing service volume. Branch design has come to reflect these trends with automated facilities placed at easy access points, along with information booths to speedily direct customers to the service areas they need. Human tellers may be placed deeper inside branch facilities so that customers must pass by other service departments and conspicuous advertising in order to encourage customers to become aware of and avail themselves of other bank services.4-15. What laws and regulations affect the creation of new bank and thrift branches and the closing of existing branches? What advantages and what problems can the closing of a branch office create?The opening of new branch off ices must be approved by a bank's or thrift’s principal federal or state supervisor. Closing a branch office has become much more complicated in recent years as the result of several new laws and regulations. For example, the FDIC Improvement Act requires 90 days advance notice of branch closings to both customers and the principal supervisory agency and a posting on the branch site at least 30 days prior to closing. Banks and thrifts must also make an "affirmative effort" to reach all segments of their communities without discrimination under the terms of the Community Reinvestment Act which raises the danger of customer protests against closings if it appears the bank is under-serving certain groups of customers. Finally, the Community Reinvestment Act can be used as a vehicle to prevent U.S. banks and thrifts from branching expansion when they have a poor record of serving all segments of their communities. Closing selected branch offices can reduce operating costs and divert resources from less profitable to more profitable uses. However, they risk alienating good customer relationships unless it can serve those same customers with its remaining facilities.4-16. What new and innovative sites have been selected for new branch offices in recent years? Why have these sites been chosen by financial firms? Do you have any ideas about other sites that you believe should be considered?Rapid increases in new branches located in grocery stores, shopping centers, and inside other businesses and facilities where the public frequently gathers have helped to reduce branch construction costs and promote cross-selling of goods and financial services. Other branches have been opened in apartment complexes, senior citizen centers, and other customer-convenient locations as bankers come to realize they must adjust their service locations and service hours to conform to customer needs in an intensely competitive financial-services environment.4-17. What are POS terminals and where are they usually located?Point-of-sale terminals are set up to accommodate customer purchases of goods and services. These computer terminals normally are located in retail stores, gasoline stations, and similar places with a link to the banks’ own computer records. When a customer of the bank makes a purchase, the amount of the transaction is deducted from the customer's deposit account and added to the store's account. Because the customer immediately loses funds many bank customers have been hesitant to use the service as opposed to paying by check or credit card where payment is delayed for a few days. However, this depends on whether the POS terminal is an offline or online terminal. An offline terminal accumulates all transactions until the end of the day when all transactions are su btracted from a customer’s account. This type of terminal is less costly for the bank to operate. An online terminal subtracts the transactions immediately from the customer’s account and reduces the chance of an overdraft occurring but is more expensive for the bank to operate. Consumer reluctance to use POS terminals appears to be fading and as fees for other services rise this reluctance will continue to disappear.4-18. What services do ATMs provide? What are the principal limitations of ATMs as a service provider? Should ATM carry fees? Why?The earliest ATMs provided a convenient mechanism for cashing checks, making deposits, and verifying checking account balances, often at hours when the full-service branch offices were closed. Today, ATMs frequently provide a wide menu of old and new services, including bill paying, transfer of funds between accounts, and the purchase of tickets for travel and entertainment. Most authorities expect ATM usage to grow rapidly as these machines offer more services and as bankers increasingly move to restrict customer access to more costly human tellers and other bank personnel, often by charging extra fees for personal service.ATMs do have some significant limitations that bankers will have to work to overcome. They break down and need to be replaced, sometimes quite frequently and annoyingly for customers, and as technology changes often become quickly outdated. Customer activity around ATMs, particularly at night, has invited criminals to steal money and injure customers, sometimes creating liability for banks. Moreover, not all customers make use of these facilities due to a preference for personalized service, fear of crime, or unfamiliarity with how the machines work. Customer education and better service pricing are two important tools that could help with these problem areas in the future. In addition, ATMs do not rank high in their ability to sell peripheral services. Some banks have found that there has been a sharp decline in their ability to sell other services. Finally, ATMs are not necessarily profitable for all banks. Because they are available 24 hours, some customers may make more frequent and smaller withdrawals from the machine than they would with a human teller, driving up the costs. In addition, these same customers will often still demand a human teller to deposit their pay check, making the bank keep both tellers and ATM machines.Whether ATM should carry a fee is rather controversial. Recently, two of the largest ATM networks have decided to let owners of ATMs charge non-customers a surcharge. Several regional have begun to charge fees as well. These fees reflect the usage of ATMs. About 85% of all ATM transactions consist of cash withdrawals and only about 10 percent represent incoming deposits. In addition, in many places, ATM usage has declined as customers pass over ATMs in favor of credit and debit cards, onsite terminals and the internet.4-19. What are self-service terminals and what advantages do they have for financial institutions and their customers?Self-service terminals include ATMs and other computer-based limited-service facilities that permit a customer to call up information about his or her account and recent transactions with the institution or information about different services that the customer might be interested in purchasing. Many are accessible 24 hours a day or are easier to get to rather than wait for the help of personnel. They can save on resources by saving on staff time. Many institutions are adding telephones and video screens so that customers with problems can dial up an employee day or night with problems. This is also saving money because they can avoid duplication of staff at each branch.4-20. What financial services are currently available from banks on the internet? What problems have been encountered in trying to offer internet services?Customers can make payments, check on account balances, move funds between accounts and get applications for loans, deposits and other services. In addition banks can advertise on the web. Some of the problems include protecting customers’ privacy and heading off crime. In addition, the web does not make it easy for a bank to get to know their customers personally. The cost may also be prohibitive to some customers.4-21. How can financial firms better promote internet services?They need to emphasize the safety of their internet services. They need to promote their home page at every opportunity and update it frequently to keep customers’ interest. They need to survey customers about their satisfaction with the services and encourage dialogue via e-mail to resolve problems. They can also provide programs to download to act as screen savers (and advertisements) and also information about the institution and the services it provides. Problems4-1. A group of businessmen and women from the town of Mathews are considering filing an application with the state banking commission to charter a new bank. Due to a lack of current banking facilities within a 10-mile radius of the community, the organizing group estimates that the initial banking facility would cost about $3.2 million to build along with another $700,000 in other organizing expenses and would last for about 20 years. Total revenues are projected to be $510,000 the first year, while total operating expenses are projected to reach $180,000 in year 1. Revenues are expected to increase 6 percent annually after the first year, while expenses will grow an estimated 5 percent annually after year 1. If the organizers require a minimum of a 10 percent annual rate of return on their investment of capital in the proposed new bank, are they likely to proceed with their charter application given the above estimates?Year Revenues Op Expense Net Profits1 $510,000 $180,000 $330,0002 $540,600 $189,000 $351,6003 $573,036 $198,450 $374,5864 $607,418 $208,373 $399,0465 $643,863 $218,791 $425,0726 $682,495 $229,731 $452,7647 $723,445 $241,217 $482,2288 $766,851 $253,278 $513,5739 $812,863 $265,942 $546,92110 $861,634 $279,239 $582,39511 $913,332 $293,201 $620,13112 $968,132 $307,861 $660,27113 $1,026,220 $323,254 $702,96614 $1,087,793 $339,417 $748,37715 $1,153,061 $356,388 $796,67316 $1,222,245 $374,207 $848,03817 $1,295,579 $392,917 $902,66218 $1,373,314 $412,563 $960,75119 $1,455,713 $433,191 $1,022,52220 $1,543,056 $454,851 $1,088,205Initial Investment $3,900,000Required Rate of Return 0.10Present Value of Future CashFlows $4,491,642Net Present Value of Investment $591,642Given the above information, the organizers are likely to proceed given that the net present value of this investment is positive. The return they are going to earn is greater than the 10% they need to earn.4-2. Andover Savings Bank is considering the establishment of a new branch office at the corner of Lafayette and Connecticut Avenues. The savings association’s Economics Department projects annual operating revenues of $1.75 million from services sold to generate fee income and annual branching operating expenses of $880,000. The cost of procuring the property is $2.5 million and branch construction will total an estimated $2.32 million; the facility is expected to last 16 years. If the savings bank has a minimum acceptable rate of return on its invested capital of 12 percent, will Andover likely proceed with this branch office project?Year Revenues Op Expenses Net Profits1 $1,750,000 $880,000 $870,0002 $1,750,000 $880,000 $870,0003 $1,750,000 $880,000 $870,0004 $1,750,000 $880,000 $870,0005 $1,750,000 $880,000 $870,0006 $1,750,000 $880,000 $870,0007 $1,750,000 $880,000 $870,0008 $1,750,000 $880,000 $870,0009 $1,750,000 $880,000 $870,00010 $1,750,000 $880,000 $870,00011 $1,750,000 $880,000 $870,00012 $1,750,000 $880,000 $870,00013 $1,750,000 $880,000 $870,00014 $1,750,000 $880,000 $870,00015 $1,750,000 $880,000 $870,00016 $1,750,000 $880,000 $870,000Initial Investment $4,820,000Required Rate of Return 0.12Present Value of Future CashFlows $6,067,368Net Present Value of Investment $1,247,368Andover is likely to proceed with this project because the net present value is positive. This means that the interest rate that Andover will earn on this project is higher than the 12% they need to earn. 4-3. Jackson Bank of Commerce estimates that building a new branch office in the newly developed Guidar residential township will yield an annual expected return of 13 percent with an estimated standard deviation of 5 percent. The bank’s marketing department estimates that cash flows from the proposed Guidar branch will be mildly correlated (with a correlation coefficient of +0.3) with the bank’s other sources of cash flow. The expected annual return from the bank's existing facilities and other assets is 10 percent with a standard deviation of 3 percent. The branch will represent just 10 percent of Jackson’s total assets. Will the proposed branch increase Sullivan's overall rate of return? Its overall risk?The estimated total rate of return would be:E (R) = 0.10 (13%) + 0.90 (10%) = 10.3%The risk attached to this overall return rate would be:Thus ?? 2.89% and the branch will slightly increase the bank's expected return but slightly decrease its overall risk. The bank should proceed with this project.4-4. The following statistics and estimates were compiled by First Savings Bank of Talbot regarding a proposed new branch office and the bank itself:Branch Office Expected Return 16%Standard Deviation of Return = 7%Ban k’s overall expected return= 10%Standard deviation of bank’s return= 3%Branch Asset Value as a Percentof Total Bank Assets = 15%Correlation of Cash Flows = + 0.27What will happen to the Talbot’s total expected return and overall risk if the proposed new branch is adopted?The bank's total expected return is:E (R) = 0.15 (16%) + 0.85 (10%) = 10.9%The bank's risk exposure is:σ=And thus .0301 or 3.01%The proposed project raises the savings banks expected return slightly and does not affect the risk of the bank. This is a good project.4-5. First National Bank of Yukon is considering installing 3 ATMs in its westside branch. The new machines are expected to cost $48,000 apiece. Installation costs will amount to about $16,000 per machine. Each machine has a projected useful life of 10 years. Due to rapid growth in the westside district these three machines are expected to handle 180,000 transactions per year. On average, each cash transaction is expected to save $0.32 per transaction in check processing costs. If First National has a 12% cost of capital, should the bank proceed with this investment project? Year Savings1 $57,600 (.32*180,000)2 $57,6003 $57,6004 $57,6005 $57,6006 $57,6007 $57,6008 $57,6009 $57,60010 $57,600Initial Investment 192000 (48,000*3+16,000*3)Required Rate of Return 0.12Present Value of Future CashFlows $325,452.85Net Present Value $133,452.85The net present value of this project is positive. First National Bank of Yukon should add the ATM machines to the Westside.4-6. First State Security Bank is planning to set up its own web page to advertise its location and services on the Internet and to offer customers selected service options, such as paying recurring household bills, verification of account balances, and dispensing deposit account and loan application forms. What factors should First State take into account as it plans its own web page and Internet service menu? How can the bank effectively differentiate itself from other banks currently present on the Internet? How might the bank be able to involve its own customers in designing its web site and pricing its Internet service package?The bank should remember that while the internet is a relatively low cost way of expanding and allows customers to find the bank rather than the bank having to find customers, there are serious concerns about privacy. In addition, the Internet is not limited by geography and while there are thousands of potential customers, there are also many financial institutions around the world competing for customer deposits and loans. The bank needs to be aware that there are many bank web pages out there and that they will need to invest in employees with the technical expertise to manage the new web site well. One of the first things the bank needs to do is to take steps to protect its customers and let its customers know what its privacy and security policies are. Another step the bank can take is to start with a customer survey to find out what its customers want and need from the bank’s Internet services. They can run this as a contest and give away some small items to the customer with the best ideas for the web page and Internet service. This should help get customers involved in the design and implementation of the web page and may help the bank start building an online customer base.。
国际商务函电：Chapter 4
Buyer’s or seller’s enquiry
Most enquiries are from a buyer to a seller since it is normally a request for an offer.
Example: an enquiry from a seller
Definition
An enquiry is the first step in business, usually made by the buyers without engagement, asking for information on terms and conditions of a potential deal, such as quality, specification, price, shipment, etc, for the intention of buying or selling certain kind of commodities.
Peter Johnson Sales Director
Example: specific enquiry
Dear Sirs, Thank you for your catalogue and pricelist, which we received last week. After checking the range of products, we find that the Printed Shirting would be the most suitable one for us. Please quote us your lowest price CIF Hamburg, inclusive of our 3% commission at your earliest convenience.
巴拿马航运法律概览
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Acknowledgements
JOSEPH & PARTNERS KINCAID – MENDES VIANNA ADVOGADOS ASSOCIADOS LAW OFFICES CHOI & KIM LEXCELLENCE LAW FIRM MORAIS LEITÃO, GALVÃO TELES, SOARES DA SILVA & ASSOCIADOS, RL MORGAN & MORGAN PALACIOS, PRONO & TALAVERA PRAMUANCHAI LAW OFFICE CO, LTD RAJAH & TANN LLP RUGGIERO & FERNANDEZ LLORENTE S FRIEDMAN & CO SABATINO PIZZOLANTE ABOGADOS MARÍTIMOS & COMERCIALES SAN SIMÓN & DUCH SEWARD & KISSEL LLP STUDIO LEGALE MORDIGLIA VERALAW (DEL ROSARIO RABOCA GONZALES GRASPARIL) VGENOPOULOS & PARTNERS LAW FIRM YOSHIDA & PARTNERS
The Shipping Law Review
The Shipping Law Review
Editors James Gosling and Rebecca Warder
Law Business Research
The Shipping Law Review
The Shipping Law Review Reproduced with permission from Law Business Research Ltd. This article was first published in The Shipping Law Review - Edition 1 (published in July 2014 – editors James Gosling and Rebecca Warder). For further information please email Nick.Barette@
公司法 英文版
新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.)Chapter One: General ProvisionsChapter Two: Incorporation and Organizational Structure of a Limited Liability Company Section One IncorporationSection Two Organizational StructureSection Three Special Provisions on One-Person Limited Liability CompaniesSection Four Special Provisions on Wholly State-owned CompaniesChapter Three: Share Transfer of a Limited Liability CompanyChapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company Section One EstablishmentSection Two General Meeting of ShareholdersSection Three Board of Directors and General ManagerSection Four Board of SupervisorsChapter Five Issue and Transfer of Shares of Joint Stock Limited CompaniesSection One Issue of SharesSection Two Assignment Of SharesChapter Six: Qualifications and Obligations of Directors, Supervisors and Senior OfficersChapter Seven: Company BondsChapter Eight : Financial and Accounting Affairs of CompanyChapter Nine:Merger and Division of Company, Increase and Decrease of Registered CapitalChapter Ten: Dissolution and Liquidation of CompanyChapter Eleven : Branch of Foreign CompanyChapter Twelve: Legal LiabilitiesChapter Thirteen : Supplementary ProvisionsChapter One: General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2The term 'company' referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions. In the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article 4The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel in accordance with the law.Article 5In conducting its business, a company must abide by laws and administrative rules and regulations, observe social morals and business ethics, conduct businesses in good faith, subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article 6A company shall apply to the company registration authority for establishment registration. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies; while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws, administrative rules and regulations provide that incorporation of companies must be subject to examination and approval, the procedures of examination and approvalshall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority. The company registration authority shall provide such inquiry service.Article 7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law. The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company, registered capital, paid-in capital, business scope, the name of the legal representative, etc. In the event of any change to the registration item of the business license, a company shall undergo alteration registration procedures with the company registration authority in accordance with the law, after which a new business license shall be issued to the company.Article 8A limited liability company established according with this Law must clearly indicate the words 'limited liability company' in its name.A joint stock limited company established according to this Law must clearly indicate the words 'joint stock limited company' or ‘joint stock company’ in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law. Where a limited liability company is converted into a joint stock limited company or vice versa, the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated in accordance with the law when a company is incorporated. A company's articles of association shall have binding force on the company, its shareholders, directors, supervisors and senior officers.Article 12A company's scope of business shall be defined in its articles of association and registered in accordance with the law. A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws, administrative rules and regulations shall be approved in accordance with the law.Article 13The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change shall be registered in accordance with the law.Article 14A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of enterprise legal persons, and shall independently bear civil liabilities in accordance with the law.Article 15A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article 16Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interests of their staff and workers, sign labor contracts with them and cover them with social insurances in accordance with the law, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protectthe lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration, work hours, welfare, insurance, labor security, etc. in accordance with the law.Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek advice and suggestions from its staff and workers.Article 19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article 20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’s creditors.Where the abuse of shareholders’ rights causes any loss to the company or other shareholders, such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts ofthe company.Article 21The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for compensation.Article 22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors, the company shall, after the people’s court declares such resolution null and void or revokes the same, shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two: Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders conforms to the statutory quorum;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association of the company;(4) The company has a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company has a domicile.Article 24A limited liability company shall be incorporated by not more than fifty (50) shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method, amount and time of capital contributions by the shareholders;(6) the organization of the company, its method of creation, functions and powers and therules of procedure;(7) the legal representative of the company;(8) other items which the shareholders deem necessary to be specified. Shareholders shall sign and execute the article of association of the company.Article 26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority. The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent (20%) of the registered capital or the minimum amount prescribed by the law, the remaining of which shall be fully paid up within two years of the establishment of the company. In the case of an investment company, the remaining amount of the registered capital may be paid up within five years of the establishment of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30, 000. Where laws and administrative regulations provide for more than the minimum amount, such provisions shall apply.Article 27Except for assets forbidden to be used as contribution by laws and administrative regulations, a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification, and shall not be overvalued or undervalued. Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property, such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent (30%) of the amount of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established. Where a shareholder makes its capital contribution in the form of non-currency property, the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall, they shall, in addition to making the contributions in full, be liable for breach of contract towards the shareholders who have made full capital contributions.Article 29After all shareholders have made their capital contributions in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference. Those who are shareholders at the time of the incorporation of the companyshall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of its capital contribution;(5) the serial number of the capital contribution certificate and the date of its verification and issuance. A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, theabove-mentioned items and any changes thereof shall not be a defense against a third party.Article 34A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article 35Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in subscription for new shares in proportion to their actual contributions.Article 36Once a company is registered, its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.The shareholders meeting shall exercise the following functions and powers:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the supervisory board or supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and plans for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) to amend the articles of association of the company;(11) to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article 41Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article 42All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.Article 44Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms. A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years. A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director’s term, or the number of the directors on the board is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article 47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1) being responsible for convening shareholders meetings and presenting reports thereto;(2) implementing resolutions adopted by the shareholders meeting;(3) determining the company's operational plans and investment programs;(4) preparing annual financial budget plans and final accounting plans of the company;(5) preparing profit distribution plans and plans to cover company losses;(6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7) drafting plans for merger, division, change of corporate form or dissolution of the company;(8) determining the structure of the company's internal management;(9) appointing or removing the general manager of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;。
商业法(business law)第一章
© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
3
Constitutional Law. Statutory Law.
Ordinances.
Uniform Laws (NCCUSL). Uniform Commercial Code.
© 2012 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a 2011 license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
商法作业(3)
Homework Assignment 3International Business LawEnglish Classes 121-1010, Innovation ClassDue Date: November 30, 2015Name: _______________ Cl ass: _____________ Grade: _____________ NB:1.Upload your answer to moodleclass when you finish it and submit a printout ofyour homework by Monday, November 30, 2015.e the form for filename as indicated below:IBL_3_YourName_English121Task:Choose the correct answer to each of the following questions and explain your choice briefly.Review Questions for Chapters 1 - 41. Which of the following is NOT one of the main sources of international business law?A. National business lawsB. Continental Law and English LawC. International business custom and usageD. International business treaties2. Under what circumstances is a certain specific international agreement (e.g. CISG) binding the parties concerned?A. when both parties are from the signatory nations.B. when both parties agree to opt in.C. when the court makes a judgment on its effectiveness.D. when both parties willingly choose it. Otherwise, it will depend on the court’sjudgment.3. The common law system is based on , while Continental law system is based on .A. Cases; Roman CodeB. Judge’s decision; written codeC. Precedents; StatutesD. Statutes; Precedents4. Definiteness of an offer means that it should be clear, definite and certain on .A. ObjectB. QuantityC. PriceD. All of the above5. Which of the following is NOT true?A. An invitation to offer is not an offer, which indicates an intention to negotiate acontract, not to create a contract.B. An offer will be valid when accepted, while an invitation to treat needs to beconfirmed by the offeror of the invitation.C. A quotation, catalogue, or price list is merely an enquiry, not an offer.D. Auction sales, tender, and all kinds of advertisements are invitation to treat, notoffer.6. Which of the following is true?A. CISG and Chinese Contract Law state that an offer is revocable before itsacceptance.B. UCC provisions: “the offer is irrevocable for a reasonable time not exceeding90 days.”C. Under German law, before or at the time an offer is accepted, revocation of anoffer is effective.D. Under English law, an offer can hardly be revok ed before receiving offeree’sreply.7. Which of the following have contract capacity?A. MinorsB. Mentally Impaired or Incompetent PersonsC. Drunk PersonsD. Indicted persons8. Which of the following is true?A. According to China’s law, one party’s mistake on vital matters can cause acontract void.B. Under French law, one party’s mistake on the very substance of the object cancause a contract to be void.C. The German Civil Code states that a mistake about content can cause a contractto be void, but a mistake of expression doesn’t make a contract to be void.D. Generally speaking, a unilateral mistake cannot make a contract void. Only amutual mistake can make a contract void.9. China is a signatory of CISG, and yet China’s Contract Law Section 2 Article 11 holds that the form of contract shall be .A. WrittenB. OralC. by conductD. All of the above10. Which of the following can not take rescission as a remedy to the breach of the contract?A. Breach conditions in UKB. Material breach in USC. Breach Warranty in UKD. Fundamental breach in CISG11. When compensation is paid as remedy for breach, it should include .A. Specific damagesB. Consequential damagesC. Nominal damagesD. Generally, at least specific damages and consequential damages12. Which one of the following is true?A. Under Common Law, “there should be no liability without fault”.B. Under Civil Law, “there should be no liability without fault”.C. Under CISG, “there should be no liability without fault”.D. Under China’s C ontract Law, “there should be no liability without fault”.。
曼昆微观经济学第四版关键概念中英文对照
微观经济学关键概念中英文对照CHAPTER 1scarcity稀缺性economics经济学efficiency效率equity平等opportunity cost机会成本rational people理性人marginal changes边际变动incentive激励market economy市场经济property rights产权market failure市场失灵externality外部性market power市场势力productivity生产率inflation通货膨胀business cycle经济周期CHAPTER 2circular-flow diagram循环流向图production possibilities frontier生产可能性边界microeconomics微观经济学macroeconomics宏观经济学positive statements实证表述normative statements规范表述CHAPTER 3absolute advantage绝对优势opportunity cost机会成本comparative advantage比较优势imports进口exports出口CHAPTER 4market市场competitive market竞争市场quantity demanded需求量law of demand需求定理demand schedule需求表demand curve需求曲线normal good正常物品inferior good低档物品substitutes替代品complements互补品quantity supplied供给量law of supply供给定理supply schedule供给表supply curve供给曲线equilibrium均衡equilibrium price均衡价格equilibrium quantity均衡数量surplus过剩shortage短缺law of supply and demand供求定理CHAPTER 5elasticity弹性price elasticity of demand需求价格弹性total revenue总收益income elasticity of demand需求收入弹性cross-price elasticity of demand需求的交叉价格弹性price elasticity of supply供给价格弹性CHAPTER 6price ceiling价格上限price floor价格下限tax incidence税收归宿CHAPTER 7welfare economics福利经济学willingness to pay支付意愿consumer surplus消费者剩余cost成本producer surplus生产者剩余efficiency效率equity平等CHAPTER 8deadweight loss无谓损失CHAPTER 9world price世界价格tariff关税CHAPTER 10externality外部性internalizing the externality外部性的内在化Coase theorem科斯定理transaction costs交易成本corrective tax矫正税CHAPTER 11Excludability排他性rivalry in consumption消费中的竞争性private goods私人物品public goods公有物品common resources公有资源free rider搭便车者cost-benefit analysis成本收益分析Tragedy of the Commons公有地悲剧CHAPTER 12CHAPTER 13total revenue总收益total cost总成本profit利润explicit costs显性成本implicit costs隐性成本economic profit经济利润accounting profit会计利润production function生产函数marginal product边际产量diminishing marginal product边际产量递减fixed costs固定成本variable costs可变成本average total cost平均总成本average fixed cost平均固定成本average variable cost平均可变成本marginal cost边际成本efficient scale有效规模economies of scale规模经济diseconomies of scale规模不经济constant returns to scale规模收益不变CHAPTER 14competitive market竞争市场average revenue平均收益marginal revenue边际收益sunk cost沉没成本CHAPTER 15Monopoly垄断企业natural monopoly自然垄断price discrimination价格歧视CHAPTER 16Oligopoly寡头monopolistic competition垄断竞争collusion勾结cartel卡特尔Nash equilibrium纳什均衡game theory博弈论prisoners＇dilemma囚徒困境dominant strategy占优策略CHAPTER 17monopolistic competition垄断竞争CHAPTER 18factors of production生产要素production function生产函数marginal product of labor劳动的边际产量diminishing marginal product边际产量递减value of the marginal product边际产量值capital资本CHAPTER 19compensating differential补偿性工资差别human capital人力资本union工会strike罢工efficiency wages效率工资discrimination歧视CHAPTER 20poverty rate贫困率poverty line贫困线in-kind transfers实物转移支付life cycle生命周期permanent income持久收入utilitarianism功利主义utility效用liberalism自由主义maximin criterion最大化标准social insurance社会保障libertarianism自由意志主义welfare福利negative income负所得税。
课题_international business law 陈建平 邹日强主编
international business law 陈建平邹日强主编《国际商法》简介：陈建平等编著的《国际商法》教材旨在使读者在英语语境中较为系统地学习国际商务法律知识，熟悉和掌握英文商务法律术语、基本概念及基础理论，在此基础上深刻领会法律英语在语义、语用、语篇等方面的特殊性及其变化规律，提高专业英语技能。
本书分9个部分，共23个单元，重点介绍国际货物买卖法、合同法、商事组织法、代理法、产品责任法、国际投资法、知识产权法、国际商务中的争端解决等内容。
作者简介暂缺《国际商法》作者简介目录《国际商法》目录：Chapter 1 Introduction to International Business Law Chapter 2 NCOTERMSChapter 3 The Law of International Marine Cargo Transport Chapter 4 The Law of Insurance in InternationalCargoTransportChapter 5 The Law of International Settlement of Payment Chapter 6 Antidumping LawChapter 7 Contract LawChapter 8 United Nations Convention on Contracts far theInternational Sale of GoodsChapter 9 Contract Law in ChinaChapter 10 Corporate LawChapter 11 The Law of PartnershipsChapter 12 The Law of AgencyChapter 13 Product Liability LawChapter 14 Legal Forms of Foreign Direct Investment in China Chapter 15 Trade Related Investment Measures Agreement Chapter 16 Multilateral Investment Guarantee Agency Chapter 17 Paris Convention for the Protection of IndustrialPropertyChapter 18 Patent Law in ChinaChapter 19 Trademark Law in ChinaChapter 20 Copyright Law in ChinaChapter 21 International Commercial ArbitrationChapter 22 The Dispute Settlement System of WTOChapter 23 International Center for Settlement of InvestmentDisputes。
商业判断规则BusinessJu...
摘要商业判断规则(Business Judgment Rule)是美国公司法中一项极具特色的法律制度,其几乎不曾在成文法中被完整表达过,但它是美国法院提供给董事的免责的保护制度,即董事在善意的且在充分了解相关信息的情况下,为公司的最大利益做出的商业决策,即使事后看来是失误的或给公司带来了损害,法院也对做出该决策的董事给予免责的制度。
面临着现代逐渐明显的“董事会中心主义”的趋势和信息社会发展导致的董事决策的风险性的增大,探讨如何对董事决策权给予适当的保护,以鼓励企业家精神和促进社会效率,以及体现法律的公平、交易安全等法律价值,将具有积极的现实意义。
美国作为当今市场经济最发达的国家之一,其发达的公司法律制度对美国公司和整个国家经济的发展发挥着不可忽视的作用。
作为公司法尚处于年轻阶段的我国,研究美国的公司法,无疑会在很多方面得到有益的启发。
本文各章的内容结构具体如下:绪论部分,介绍现代公司法领域“董事会中心主义”的发展趋势,通过对董事和公司关系的一般法理分析突出董事会及其决策对公司发展的意义和董事决策具有风险性的特点,从而证明对董事决策给予适当保护的必要性,引出本文所介绍的商业判断规则。
文章通过对商业判断规则的概述,对商业判断规则的历史发展和基本内容进行了介绍,在对商业判断规则形成和发展的历史追寻中,主要阐述了商业判断规则的概念、与商业判断原则(Business Judgment Doctrine)的关系、判例法渊源及成文法定义和适用对象,进而着重分析了商业判断规则的构成要素问题,总结了它的法律特征。
作为一个至今仍然在案例中活跃着的规则,因为几乎没有成文法的渊源,也没有未来可预见期限内被成文法化的演进趋势,该规则松散的架构体系和不断扩充的内涵在案例中充满了生命力。
法官在案例中创制了商业判断规则,在案例的环境中继续发展和丰富它。
不在制定法中将该审查规则模式化,这是美国商业判断规则的现实状态。
在商业判断规则与相邻概念的比较中,笔者从董事的谨慎职责注意义务入手进行了研究,因为这是商业判断规则发挥作用的场合。
高教版大学英语泛读教程4(第三版)电子教案Review 02
B) A more recent success story is the actress Mila Kunis, who was born in Russia, but moved to the States at the age of seven in 1991. RussianAmericans have also achieved considerable success in other areas of entertainment: Like Kunis, the singer and pianist Regina Spektor was born in Russia and emigrated to the U.S. as a child. She was following in the footsteps of one of the greatest pianists of them all: the classical musician and composer Sergei Rachmaninoff. By far the most successful Russian immigrant of them all, though, is Google cofounder Sergey Brin, who came to the U.S. as a 6-year-old, and is now worth an estimated US$24.4 billion dollars.
Review 02-p.75
D) However, despite Putin’s claims that the policy is designed to keep Russian children in Russian families, the numbers simply don’t stack up. Statistics from the United Nations Children’s Fund (UNICEF) indicates that a staggering 740,000 children await adoption in Russia, with just 18,000 families on the waiting list to adopt. Child care professionals, who have worked with some of the most needy, have branded the law a disaster for hundreds of thousands of Russian orphans. They also point out that Russian families are extremely unlikely to adopt children with mental or physical disabilities, whereas American families have consistently demonstrated a willingness to do so. With the Kremlin insisting that the policy is here to stay, it remains to be seen what the future holds for continued Russian immigration to the United States.
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Chapter 4
Enforcing the Law
Section 1
Directions: Complete the following story by inserting the correct word(s) in each space. The number in the space refers to the definition of the word(s) in the list at the end of the story. (The
first has the correct answer inserted as an example.)
Following a Legal Dispute Through Court
The Barbours bought custom-made draperies for their home from Dickson’s Drapery Shoppe for the price of $3,500, but they paid only $500 and refused to pay the balance. Dickson, therefore, filed a civil action against the Barbours for the balance due. As the (1) , Dickson (through his attorney) filed a (2) in the proper (3) . The clerk of the court issued a (4) addressed to the Barbours as (5) . The Barbours’ attorney formally replied with a(n) (6) in which the Barbours denied liability because the drapes were allegedly defective.
To obtain additional information, Dickson’s attorney began (7) and had an independent expert on fabrics examine the draperies. Shortly after, Dickson’s attorney had the court set a date for a jury trial as requested by the Barbours. When the trial began, the (8) supervised the selection of the (9) and it was sworn in.
Both attorneys made opening statements before the presentation of (10) , which consisted of (11) by three (12) . Dickson testified as to the sale, which had been made six months earlier. A former employee. Karoll, who had been (13) , testified that he had delivered and installed the drapes, which were new and in perfect condition. The jury, after deliberation, reached a (14) and the judge rendered a (15) for Dickson.
Definition of words
(0)Lawsuit brought to enforce a private right.
(1)One who brings a civil action.
(2)First paper in civil action, filed by the person bringing the action, which states the claim for
judgment.
(3)Tribunal establishment to administer justice.
(4)Court order directing the defendant to answer the plaintiff’s complaint and to appear in court.
(5)Persons against whom a civil (or criminal) action is brought.
(6)Defendant’s formal statement in reply to the plaintiff’s complaint.
(7)Means of getting (before the trial) facts about the dispute from the opposing party and witnesses.
(8)One who presides over the trial, decides issues of law, and renders judgment.
(9)Body of impartial citizens selected to determine questions of fact in a trial.
(10)Anything that provides information used to prove or disprove alleged facts.
(11)Oral statements given as evidence by witnesses under oath.
(12)Persons who have personal and direct knowledge of the facts.
(13)An order in writing by a court directing a witness to appear for a trial.
(14)Decision of a jury.
(15)Final result of a trial.
Section 2
Directions: Place a check in the “Yes” or “No” column to indicate the correct answer to each
question, and briefly explain your answer.
1.In civil disputes with other persons, should one generally attempt to Array settle without litigation?
2.Reason:
3.When a suspected criminal is arrested, does the victim prosecute the
suspected criminal and collect any fine imposed?
4.Reason:
5.Can all cases be tried in federal courts?
6.Reason:
7.Can a minor ever be tried in a regular criminal court as an adult?
8.Reason:
9.Are court procedures in criminal actions and in civil actions the
same?
10.Reason:
11.Is it foolish to ignore a summons and complaint even when you
know the plaintiff’s case is groundless?
12.Reason:
Extra Credit Practical Pointer
What are some advantages and disadvantages of suing in small claims court?。