国际商法复习重点整理

国际商法复习重点整理

考试题型：

选择题10*2=20判断题10*1=10名词解释5*5=25简答题3*6=18案例分析6*2=12

论述15

1. Legal system （两种法律体系的区别和特点）

Civil law system: 1) statutory law, based on a prehensive code

2) France, Germany, Switzerland etc

3) emphasize the importance of written law

4) case has no legal validity

mon law system: 1) derived from custom, usage and court decision or court-established law

2) England, USA, Canada etc

3) evolves through case precedent, binding the later

2．Incoterms 2000 (the International Rules for the Interpretation of Trade Terms revised i n 2000 by International Chamber of merce)

UCP600 (the Uniform Customs and Practice for mercial Documentary Credits revised in 2 007 by International Chamber of merce)（了结）

3. Legal Characteristics of corporation:

（1）Ownership of Property

（2）Independent legal personality/status

（3）Centralized management

（4）Limited Liability: shareholders share limited liability to the extent of capital contributi on

4. Classification of Corporation (比较和区别这两种公司)

(1)Corporation with Limited Liability

a. the number of shareholders confined by law and regulation

b. stocks not issued and could not be freely transferred

(Transfer of stocks be strictly restricted. Under the same condition, other shareholders own

c. priority in buying this stock. Thus, the relationship between shareholders is much stab le) shareholders assume limited liability to corporation

d. evident characteristic of personal closure

(2)Corporation Limited by Shares

a. the number of shareholders not limited, usually multitudinous

b. the total capital divided into equal stock

c. stock be publicly issued and could be freely transferred according law

d. the right of ownership and that of operation be separate

e. the scale is much bigger than that of corporation with limited liability

5. （比较子公司和分公司区别）

Subsidiary: (1) legal person;

(2) independently assume civil responsibility, although be controlled somewhat by parent corporation.

Branch: (1)with no legal person status;

(2) its civil responsibility be assumed by the home corporation

(最主要的区别：子公司是独立的法人，分公司不是独立法人)

6．Merger：（）比较吸收合并和新设合并的区别

（1）merger by amalgamation（吸收合并）

When a corporation has another corporation amalgamated with it, it is merger by amalga mation, and the amalgamated corporation shall be dissolved

（2）merger by new establishment（新设合并）

When two or more corporations merge to establish a new corporation, it is merger for new establishment, and all parties being merged shall be dissolved

（when corporations merge, the claims and debts of all the parties to the merger shall be succeeded to by the corporation that continues to exist after the merger or by the n ewly established corporation.）

7．Applicability of CISG

（1）The contract is for the mercial sale of goods;

（2）It is between parties whose places of business are in different States (nationality or citizenship of individuals is not a determining factor);

8．Reservation（中国对CISG做的两项保留）

a. the reservation towards the applicable scope of CISG:

China agrees that CISG shall be limitedly applied to a contract of sale entered into by a nd between the parties whose business premises are located in the contracting States of CISG, don’t agree to expand the applicable scope of CISG in accordance with the con flict rules;

b. the reservation towards the form of a contract.