businesslaw相關(guān)名詞英語解釋

1、international law：the body of rules and norms that regulates activities carried on beyond the legal boundaries of a single st ate.the sources of international law：treaties、conventions. custom (2 basic elements : behavioral ； psychological.)、 general principles&others comparison： civil law system

2、 mostly influenced by roman law、germanic tribal law、canon law&law merchant.common law system mostly influenced by customary practice of the courts in england. roman law、 canon law&law merchant.history&bistribution.state responsibility：the liability of a state for the injuries that 汁 caus

3、es to aliens and foreign businesses.doctrine of imputability : if the acts are done by officials of a country within their apparent authority, including：acts within the scope of an official's author計(jì)y,acts outside their scope of authority when the state provides the means or facilities to accomp

4、lish the acts. ps : non-imputable acts - acts of private persons - acts of officials of other states or international organization- acts of insurrec+ionaries- state terrorism.standard of care：national standard of care (third world countries)- treating aliens as the same as nationals.international st

5、andard of care (most western countries)-the state is responsible for injuring aliens when 汁s conduct violates the international norms.objec tions:©lack of standing：objection that may be made to an international tribunal's exercise of jurisdiction when a plain tiff is not qualified to be app

6、ear before the court.lack of nationality：objection that may be made to an international tribunal's exercise of jurisdiction when state bringing suit is dong so on behalf of a person who is not a national of that state.©lack of a genuine link others® failure to exhaus t remedies ： objec

7、t ion that may be made to an international tribunafs exercise of jurisdiction when the private person on whose behalf the suit is broughtjailed to seek relief from defendant state.investment risks：expropriation (both outright & creeping)、 currency inconvertibility. political violence.agencies： p

8、rivate insurers-na tio nal invest men t guaran tee program, eg. opic- multilateral investment guarantee agency, eg. migabisp ute set tiemen t t hrough diplomacy：®negotiation：the process of reaching an agreement by conferring or discussing. media tion： bringing abo ut a peaceful settlement or co

9、mpromise bet ween parties to a dispute through the benevolent intervention of an impartial third party.good offices：a third party who provides the means by which disputing parties may communicate with each other.conciliation：the process of an impartial third party makes an independent investigation

10、and suggests a solution to a dispute.inquiry：the process which an impartial third party makes an investigation to determine the facts underlying the dispute without resolving the dispute itself.dispute settlement organs of wto：dsbbispute sett lementpaneixappellate body管轄原則：in criminal case©terr

11、itoriality principle : doctrine that a court has criminal jurisdiction if the offense was commit ted within the forum sta te.©nationality principle boctrine that a court has criminal jurisdiction if the defendant is a national of the forum st ate.©protective principle：boctrine that a court

12、 has criminal jurisdiction if the national interest is injured.©universality principle：boctrine that a court has criminal jurisdiction if the forum state has the defendant in the custody.(§) passive personality principle ：boctrine that a court has criminal jurisdiction if the victim is a n

13、at ional of the forum st ate.jurisdiction in civil cases(jurisdiction over person/property)in personam jurisdictionthe power of a court or tribunal to det ermine the rights of a party who appear before it.in rem jurisdictiorvthe power of a court to determine the ownership rights of persons as to pro

14、per ty loca ted within the forum st ate.國(guó)家免責(zé)sovereign or st ate immuni ty:doc trine tha t municipal courts must decline to hear suits against foreign sovereign.absolute sovereign immunity rules that a foreign state is immune from all types of suits.restrictive sovereign immunity：theory that a foreig

15、n state isn't immune when the cause of action for a suit is based on conduct unrelated to the states governmental doctrine that the act of a government within the boundaries of its own territory isn't subject to judicial scrutiny in a foreign municipal court.a court municipal court will decl

16、ine to hear a dispu te based on such acts if to do so would int erf ere with the conduct of the forum state foreign policy.選擇法律:agreement of parties/statutory choice-of-law provision/most significant relationshipvested rights doctrine doctrine that courts should apply the law of the state where the

17、rights of the parties legally become effective.choiceof law clause a provision in a contract designating the state whose whose law will govern disputes relating to the contract.most significant relationship：doctrine that courts should apply the law of st ate that has the closest and most real connec

18、tion with dispute.governmentai interest doctrine：doctrine that holds that courts should apply the law of the state that has the most interest in determining the outcome of the dispute.forum non convenience：doctrine that a municipal court will decline to hear a dispute when it can be better or more c

19、onvenient heard in a foreign countries.商業(yè)組織形式：sole proprietorships business entity established with its capital contributed by one individual and its assets owned personally by the sole proprietor, who assumes unlimited liability to the extent of his personal assets company：an association of persons

20、 or of capital organized for the purpose of carrying on a commercial, industrial, or similar enterprise主要商業(yè)組織形式：partnerships： a partnership is a company or an association of at least 2 persons who coown & manage a business and who are each liable to the full extent of their personal assets for t

21、he debts. ©corporations： a corporation both in civil law & common law refer to an independent juridical entity owned by its investors-shareholders/members who usually have limited liabilitiessole proprietorship®characteristics of a partnership：1) it is co-owned & managed by its inv

22、estors-partners;2) its profits & losses are shared by the partners;3) the partners have unlimited liabilities4) it is not regarded as a juridical person in most countries.characteristics of a corporations：1) lt is owned by its investors/shareholders/members in a form of a certain number of share

23、s/a certain amount of participation, while managed by professional administrators2) its pro fits are shared by the investors according to the amount of t heir respective investment3) the owners have lim汁ed liability4) it is always regarded as a juridical person independent from its owners article of

24、 incorporation：the basic instrument creating and defining a particular corporation which is filed with a state agency at the time of the firm's incorporation.memorandum of associatiorvan instrument creating and describing the basic details of a particular corporation, which is filed with a sta+e

25、 agency at the time of the f irm's incorporation.par share：a share that may be sold by a company for at least value.no par share：a share that may be sold by a company for any value.classified stock； stock that is categorized according to the persons who may own it or benefits it gives its owner.

26、preferred stock：stocks that benefits its owners that ordinary stockholders dont have.common stock：普通股是指在公司的經(jīng)營(yíng)管理和盈利及財(cái)產(chǎn)的分配上享有普通權(quán)利的股 母國(guó)對(duì)公司：unfair competition law products liability laws、 sharp practices 東道國(guó) 對(duì)公司:consent to the jurisdiction of the host statecommon enterprises liabilitypiercing the compan

27、y veilpiercing the company veil： a company is a separate legal entity will be set aside and the shareholders of the company will be held liable for its conduct as if they were partners in partnership.四種否定子公司獨(dú)立法人地位的：the controlled companythe alter ego companyundercapitalizationpersonal assumption lia

28、bilitygatt994 原則：nondiscrimination protection throughtariffs transparency regional integrationthe most-favored-nation rule：最惠國(guó)待遇是貿(mào)易條約屮的一項(xiàng)重要條款，其涵義是：締約一方現(xiàn)在和將來給予任何第三方的一切特權(quán)、優(yōu)惠和豁免，也同樣給予締約對(duì)方。 其基本要求是使締約一方在締約另一方享有不低于任何第三方享有或可能享有的待遇。the national treatment rule：once imported goods are within the t erritory of

29、 a st atezthe st ate must t real t hose good as the domestic goods.distinctions from ab & cvb measures:©nature of underlying activityab and cvb counteract “unfair” trade practices.tn safeguard cases, there is no issue of unfairness nature of injury variesab and cvb require only material inj

30、ury, safeguards require serious injury nature of remedyab and cvb limited to the amount of clumping or subsidization safeguard remedies more flexible duration of remedyab and cvb can last forever, although there are reevaluations every five years.safeguard measures usually shorter in duration - ofte

31、n three years to avoid need to compensateexceptions ：general/security exceptiongeneral exception: excuses t hat allow a wto member st ate from complying with its gatt obligations in order for the state to protect certain essential public policy objectives.security exception:excuses that allow a wto

32、member state from complying with its gatt obligations when those are in conflict with its essential security irrterests or its duties under the united nations charter.customs valuation：transac+ion/deductive/computed/derived value國(guó)家外資政策的目的：promoting local productivity and technological development/en

33、couraging local participation/minimizing foreign competition in economic areas already well served by local businesses/ 對(duì)外肓接投資的限制limitations on business forms(preference) limitations on foreign equity (sectoral limitations/geographic limitations) 鼓勵(lì)措施：©guarantee for nationalization or expropria

34、tion®repatria+ion guarantee nondiscrimination guaranteestabilization guaranteerepatria tion guarantee： the assure nee of a host state government t hat foreign investors will be able to take out of the state both the investment capital they brough t in and pro fits the earned.nondiscrimination g

35、uarantee ； the assurance of a host state government that foreign investors will be treated in the same way as local investors.stabilization guarantee: the promise of a host government that any future changes it makes in its tax,foreign exchange or other legal regimes will not apply to a particular f

36、oreign investor.外資監(jiān)管： st art-up standards ©operational reviews©modification of foreign investment agreement©protection of subsidiaries from the disadvantageous decisions by their parent company disclosure of informationprotection of a subsidiary's minority shareholders； appraisal

37、rights;©rights to minimum guaranteed dividendsprotection of a subsidiary's creditors： piercing the corporate veil; beeprock boctrine/equitable subordination rule 深石原則/衡平居次規(guī)則是指在 存在控制與從屬關(guān)系的關(guān)聯(lián)企業(yè)屮，為了保障從屬公司債權(quán)人的正當(dāng)利益免受控股公司的不 法侵害，法律規(guī)定，在從屬公司進(jìn)行清算、和解和重整等程序中，根據(jù)控制股東是否有不公 平行為，而決定英債權(quán)是否應(yīng)劣后于英他債權(quán)人或者優(yōu)先股股東受償?shù)脑?/p>

38、則。penalties：1) fines 2) suspension of the right to engage in business in the hostcountry 3) w汁h(huán)drawal of the facilities grantedpolicies of national foreign investment laws and codes： encouraging foreign investment through incentives and minimal regula tions using investment incentives but also requi

39、ring “ local participation quotas”©allowing foreign investmerrts subject to local screening and supervision appraisal rights：the right of a dissenting shareholder to require the company to purchase his shares at their fair market value.depository receipts：d negotiable instrument issued by a ban

40、k that represents a foreign company's public traded securities and that in turn is traded on a local securities exchange.inside trading：the use of material nonpublic information about a company or the securities market to buy or sell securities for personal gains. 并購(gòu)汁h(huán)e purchase of the publicly

41、traded stock shares of a target corporation, which is aimed at changing in the controlling interest of this corporation. takeovers may be hostile or friendly.惡意并購(gòu)：敵意并購(gòu)亦稱惡意并購(gòu)，通常是指并購(gòu)方不顧h標(biāo)公司的意愿而采取非協(xié)商購(gòu) 買的手段，強(qiáng)行并購(gòu)目標(biāo)公司或者并購(gòu)公司事先并不與目標(biāo)公司進(jìn)行協(xié)商，而突然直接向目 標(biāo)公司股東開出價(jià)格或收購(gòu)要約。知識(shí)產(chǎn)權(quán)四類：copyrights： a copyright is an incorpore

42、al statutory right that gives the author of any artistic work that can be fixed in a tangible medium, for a limited period, the exclusive privilege of making copies of the work and publishing and selling the copies.認(rèn)定條件;originalityduration： a copyright of a work exists in the whole life of its autho

43、r and lasts for 50 years following the authors death.neighboring rights： rights similar to copyrights that are protected by different statutes.patents: a pat ent is an incorporeal statutory righ t that gives an inventor, for a limited period, the exclusive right to use and sell a patented product or to use a patented method or process.認(rèn)