Flashcards
International Business Law
Cards in this deck (43)
- 1Other terms for ending, cancelling or avoiding a contract arewithdraw from
terminate
repudiate - 2Name 5 areas of Business law (except international business law)-Insolvency law
-Competition law
-Intellectual Property law
-Labour law
-Transportation law
-Contract law - 3Give a typical example of a legal dispute and explain common ways to solve it .-Example: payment claim against a defaulting customer who refuses to pay.
-Solutions:
1)Negotiations resulting in a settelment.
2)Law suit resulting in a judgement.
3)Law suit resuilting in a settelment. - 4Name typical impediments a manufacturer often faces for marketing goods in a foreign country.-Culture difference
-language barrier
-unknown legal environment
-unknown economic environment - 5Name 5 main areas of the law of international trade other than contracts.1)CISG
2)Incoterms
3)Overseas transportation
4)Arbitration
5)International payment - 6Name 3 examples of international sales which do not entail a shipment of assets across a border and which are not a sale of service.1)Sale of trademarks (liecense agreement)
2)Sale/acquisition of shares in a company
3)Acquisition of real estate. - 7Consider a purchase contract that says nothing about warranty rights of the buyer for defect goods. Does the buyer have warranty rights?Issues not covered by the contract are covered by the applicable statutory law.
(In Germany (GCC) warranty rights cannot be excluded from a contract) - 8What is private international law ?-Absence of choice of law clause, which law governs?
=> set of rules determining which civil law of which country apply to a specific crossborder contract. - 9What is a choice of law clause and its scope/limitation ?Agreement between the two contracting parties determining the applicable law of the contract (english/german law..). Limited by Domestic law
- 10What is a CapStat and in which context is it used ?-Capstat = capability statement
-for the preperation of an international deal the help of consultants and advisors is often needed.
Before the selection of consultants/advisors companies check their expertise and capabilites with the CapStat. - 11What does CISG stand for and whatis it about ?-Convention on Contracts for the International Sale of Goods
-treaty for a uniform international sales law. - 12In which case are buyer and seller obligated to apply CISG to a purchase contract?-There is no case that obligates application of CISG.
CISG is a flexible, non mandatory law !! - 13Requirements for application on CISG?1)Parties explicitly agree on CISG for their contract.
2)Places of business of the parties are located in two different countries that have ratified CISG.
3)sales contract for „goods“. - 14Change or exclusion of a rule in CISG possible ?-Yes, because CISG is a flexible law parties may agree on deviations..
- 15With respect to a purchase contract, state what are remedies in general and name (do not describe) types of remedies that CISG provide to the buyer.-Remedies are rights of a party against the other party if the other party breaches the contract.
Types of Remedies :
-Cure of defect
-Price reduction
-Damages
-Avoidance - 16Under CISG, may the buyer of defective goods reduce the price ? If so to what extent ?-He may if he keeps the goods.
-Reduce by a certain ratio/proportion that equals the loss in value of the defected goods. - 17What is the fundemental CISG principle with respect to the rights of the seller against the freight forwarder in case of defect/loss of goods on transport?-Not an issue CISG concerned with, CISG governs the legal relationships between seller and buyer.
This matter is governed by transport contract between seller-carrier. - 18Scenario: seller delivered goods under a sales contract subject to CISG. The goods reach the buyer 6 weeks later (delay) → buyer claim damages, seller refuses the claim and says delay was caused due technical problems..Is the seller right ?-Breach of contract by seller, he may be excused only in case an impediment was beyond his control (war, natural disasters, embargos)
- 19If the seller bears the risk in an international sale, what does that mean? In the practice of international sales, how is the determination of the seller’s risk made?-Seller bears the risk → seller responsible for losses or damages caused on transport and in case of damages he has to make a new delivery.
-the risk determination is made through certain Incoterms. - 20What is the relationship between Incoterms and CISG?-No legal relationships, CISG is a law and Incoterms are not a law (proposal to business community by ICC) in practise both will often be applied jointly.
- 21Name and briefly describe the main issues that incoterms are concerned with ?1)Shipment (how,who will pay for it)
2)Customs (who pays tariffs and duties)
3)Insurance (who s responsible for the insurance)
4)Risk (who bears the risk in case of loss or damage) - 22Briefly explain the primary rationale for arbitration in international business.The arbitration award can be enforced in most countries in the world, because most states signed the New York Convention of 1958.
Judgement of courts often not enforceable in foreign countries. - 23In arbitration, what is generally meant by ‘procedural law’ and ‘material law’?-Procedural law → Arbitration procedure rules ( how does arbitration procedure start, who appoints the arbitratiors...)
-Material law → underlying the dispute, the law designated in the choice of law,Incoterms,CISG.. - 24Briefly state (in one sentence) what a trademark is.A trademark is a word, sign, combination of both, or design which identifies a specific product or service.
- 25When a trademark is properly registered, the owner of the trademark is said to be ‘protected’. What does ‘protected’ mean in this respect?Registered owner of a trademark is protected = he may prohibit third parties through legal actions using his trademark or a similar word/sign for products/services belonging to the relevant classes.
(but: „notorious“trademarks, e.g. Audi, are protected for all classes) - 26What is a trademark licence?Right to use a trademark granted by owner on the basis of a licence agreement..
- 27Name typical terms for a trademark licence.-Royalties (fees paid for use of trademarks)
-Exclusivity (exclusive non exclusive)
-Scope
-Time (limited/unlimited) - 28Briefly explain what ‘M&A’ is.-M&A → mergers & acquisitions = purchasing a business
- 29Briefly state what is meant by a due diligence and letter of intent in the M&A area.-letter of intent → Nonbinding preliminary accord between buyer sellersetting forth commercial milestones of the envisaged M&A deal.
-Due diligence → Seller gives interested buyer(s) the opportunity to investigate the target (before any purchase is made) by an extensive review of documents on the target, which are provided by the seller. - 30-Merger control basically means that ‘larger’ transactions require (i) ... by (ii)... in all countries concerned (‘large’ in German law depends on (iii)...). When making its decision, the body referred to at (ii) above mostly applies the following standard: (iv)... In case the decision referred to at (i) above is denied, the outcome of the merger control procedure is (v) ...(i)clearance
(ii)cartel authorities
(iii)combined revenue of buyer and target (plus affiliates) the preceding business year
(iv) whether or not buyer and target combined would obtain or increase a dominant market position.
(v) the transaction will be prohibited - 31A synonym of buyer is ... A synonym of seller is ...-purchaser
-vendor - 32Complete the text : Private Law : also referred to as ... deals .. The primary exampe of a legal activity in the area of private law is ... The basic German statute in this area of law is ..- Civil law
-with legal relationships between private persons.
- purchase contract
-the BGB - 33What is a : -b2b contract -b2c contract-business to business contract.
-business to consumer contract. - 34Does CISG apply to an international sales contract when it is a purchase contract between two parties and these parties are based in two different countries that have each signed and ratified CISG?Yes, if it is a sales contract for goods and the parties have not excluded CISG in their contract.
- 35Consider a case in which the parties to an international sale of goods plan to agree on CISG. However one of the parties is not satisfied with the rules for the delivery date under CISG and wants to have substantially different rules in the sales contract for the delivery date. Is that possible?Yes! CISG is flexible law. Single or several rules may be amended or excluded by the parties.
Contractual provisions > CISG - 36Name the 3 main areas of International Business Law-International trade
-Intellectual property
-Foreign direct investment - 37"Most businesses are organized as a corporation. A corporation is owned by (i)..., and it typically has a board. The board members mostly acquire such position through (ii)... . The board members' primary responsibility is (iii).... The main reason for the organization of a business as a corporation is (iv)... . The two fundamental ways by which a corporation becomes the owner of its capital or of its business assests are (v)... and (vi)... ."i) shareholders
ii) election by the shareholders
iii) management of the company
iv) limited liability (shareholders not personal liable for obligations of the company)
v) contributions of shareholders
vi) acquisitions made by the company itself - 38Indicate the technical legal terms for the following matter: i) Court order prohibiting a certain action ii) Payment to the state for illegal behavior iii) Compensation payment a person makes to another person for losses caused to that person iv) Legal responsibility for an actioni) Injunction
ii) Fine
iii) Damages
iv) Liability - 39Other terms for forming or making or agreeing on a contract are: i)... ii)... iii)...i) signing
ii) concluding
iii) entering - 40Briefly explain the following chart.-Chart shows two major fields of commercial law and indicates examples.
Business Law governs the legal relationship between businesses such as Contracts and companies.
Regulatory Law governs the legal relationship between businesses and the state/the government/authorities, such as permits and authorities. - 41A company's business activity is restricted by man legal provisions in the area of environmental protection, competition, etc. State how that part of commercial law is generally referred to.Regulatory Law
- 42If the buyer bears the risk in an international sale, what does that mean?Buyer has to pay full price even if goods get damaged or lost on transport.
- 43What is the main issue for the parties intending to enter into an international sales contract when they negotiate the payment (not the amount or currency) of the purchase price, and which basic alternatives are available to them in this respect?Buyer and seller want to avoid the risk which ensues when one of them performs first.
Either the the buyer pays after delivery, so the seller is at risk, or the buyer pays before delivery is made, so he is at risk.
Basic alternatives are a partly downpayment, or a "Letter of Credit", where a neutral bank guarantees payment after the seller has provided evidence that the goods have been shipped.
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- Law Flashcards on International Business Law, created by marius . on 08/07/2017.
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- marius .
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