国际商法英文版:2 Chapter4.doc
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1、Chapter 4 Multinational Enterprise ContentsSummary2Outline3Questions 16Vocabulary19Part1: SummaryM.N.E. (Multinational Enterprise) is a business organization which has direct investments abroad in different markets. It is a company that sells, markets, and manufactures in many countries. Large firms
2、 whose operations and functions span national borders. Operates in different countries and adjusts products and practices to each at a higher relative costs.Shareholders and stockholders who do not intervene in the day-to-day operations of the corporation but the only interest is in the return of th
3、eir investments. The purpose of the corporation is to make a profit (goals and objectives). The board of directors is responsible to the shareholders with right to dividends not the investment per se, they are the legal representatives, and can be sued. Part2: OutlineChapter 4 - The Multinational En
4、terprise1.Introductiona.The organization and regulations of a business is a matter of municipal law.A.THE BUSINESS FORM1.Introductiona.The organizational form a business takes is a matter of municipal law.1)States authorize or forbid different business forms based on:a)Political ideology.b)Economic
5、and social needs.2)The company laws of every country in the world are unique in many ways.3)A prudent business investor planning to organize a firm abroad will investigate in detail the company laws of the particular country involved.b. For comparative and general planning purposes, it is useful to
6、know the legal derivation of national company laws in categorizing business forms.1)Most national company laws are derived from:a)The civil law, especially French and German law.b)The common law, especially English law.2.Business Forms in Civil Law Statesa.Company: An association of persons or of ca
7、pital organized for the purpose of carrying on a commercial, industrial, or similar enterprise.b.Partnership: A company of two or more persons who co-own and manage a business and who are each liable to the full extent of their personal assets for its debts.1)Limited partnership: A company of two or
8、 more persons, at least one of whom has unlimited personal liability for the debts of the business and at least one other who is an investor having limited liability.2)Silent partnership: A secret relationship between two or more persons, one of whom carries on a business in his name alone without r
9、evealing the participation of the other who has limited personal liability.3)Partnership limited by shares: A company of one or more general partners who have unlimited personal liability for the debts of the company and limited participation by investors in the form of shares. The company is taxed
10、as a corporation.c.Corporation: A company of capital whose owners have limited personal liability.1)Stock corporation: A corporation that can raise money in the public marketplace through the sale of freely transferable shares. Its financial statements have to be disclosed to the public.2)Limited li
11、ability company: A corporation owned by members that does not issue negotiable share certificates and is subject to minimal public disclosure laws.3.Business Forms in Common Law Statesa.Company: An association of persons organized for the purpose of carrying on a commercial, industrial, or similar e
12、nterprise.b.Partnership: An association of two or more persons who co-own and manage a business for profit and who are each liable to the full extent of their personal assets for its debts.1)Limited partnership: A partnership consisting of one or more general partners who manage the business and who
13、 are each liable to the full extent of their personal assets for its debts, and one or more limited partners whose liability is limited to the funds they invest.2)Secret partnership: A partnership in which the participation of one or more persons as partners is not disclosed to the public by any of
14、the partners. All of the partners have unlimited personal liability.c.Joint stock company: An unincorporated association of persons whose ownership interests are represented by transferable shares.1)The shareholders have unlimited personal liability.d.Business trust: A business arrangement in which
15、the owners of a property, known as beneficiaries, transfer legal title to that property to a trustee who then manages it for them.1)The beneficiaries hold transferable trust certificates entitling them to the income generated by the property and a residual equitable share at the time the trust is te
16、rminated.2)The trustee has unlimited personal liability while the beneficiaries have limited personal liability.e.Corporation: A separate juridical entity owned by shareholders who may have limited, unlimited, or no liability.1)Public corporation: A corporation that can raise money in the public mar
17、ketplace through the sale of freely transferable shares. Its financial statements have to be disclosed to the public.2)Private corporation: A corporation that may not ask the public to subscribe to its shares, bonds, or other securities and which is subject to less stringent public disclosure laws t
18、han a public corporation.3)Limited liability company: An unincorporated business association.a)Treated as a partnership for tax purposes.b)Provides limited liability for its owners.d.Limited liability for equity investors.1)Unlimited liability corporation: A corporation whose members are liable in t
19、he event that it is wound up and its assets are insufficient to cover its debts.2)No liability corporation: A corporation whose shareholders are not obligated to pay any call for contributions made by the firm or to pay any of the firms debts, but who will not receive any dividends if a call is due
20、and unpaid.4.The Importance of the Separate Legal Identity of Companiesa.Juridical entities (such as companies) have legal identities separate from that of their owners.b.Significance:1)The liability of the owners is limited to their investment in the company.2)The owners are neither managers nor ag
21、ents nor representatives of the company.3)The rights and benefits accruing to the company belong to the company and not its owners.a)The property rights of a company can only be claimed by that company.Case 4-1.Case Concerning Barcelona Traction, Light, and Power Co. (Second Phase)B.THE MULTINATIONA
22、L ORGANIZATION1.The Parent Companya.Note: The following structures are considered in order of their increasing complexity.b.The Nonmultinational.1)Defined: A domestic firm functioning in the international marketplace through a foreign agent.2)Note: Neither the principal nor the agent are truly multi
23、national enterprises because neither operates outside of its home state.c.The National Multinational.1)Defined: A firm in one country the “parent” that operates in other countries through branches and subsidiaries.a)Branch: A unit or a part of the parent (such as an overseas purchasing office, assem
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