国际商法考点整理的.doc

国际公法概念：rules and norms regulating the relationships between states is called public international law 法律渊源概念：Legal source Definition : sources in legal sense refer to something (such as a constitution, treaty, statute, or custom )that provide authority for legislation and for judicial decisions. 母公司子公司分公司关系： 发起人Promoters are people who bring a corporation into being, the one who sign on the initial constitution of the corporation 权利义务成立过程中的责任： The legal liability法律责任of Promoters: Liability to the other Promoters: the promoters assume joint liability each other to the total cost and debt in incorporating process. Liability to the Corporation: Fiduciary duty to the corporation: the duties of full disclosure, good faith and absolute honesty to the corporation Liability to the shareholders and creditors: Merger merger by amalgamation（吸收合并） (when a corporation has another corporation amalgamated with it, it is merger by amalgamation, and the amalgamated corporation shall be dissolved) 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债权债务 of all the parties to the merger shall be succeeded to by the corporation that continues to exist after the merger or by the newly established corporation. 股权equity债权debt区别：股票债券的区别 ??? Corporation with Limited Liability shareholders assume limited liability to corporation stocks not issued and could not be freely transferred Transfer of stocks be strictly restricted. the relationship between shareholders is much stable) Corporation Limited by Shares the total capital divided into equal stock stock be publicly issued and could be freely transferred according law CISG适用范围＝联合国国际货物销售合同适用范围 允许定约国对部分条款保留吗？ CISG empowers a contracting State to declare that it will not be bound by part Ⅱ or Ⅲ of CISG. 合同形式要求Essential elements of a v