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Commercial > 1 > Flashcards

1 Flashcards

1
Q

HArdcore restraints

A

decide p
restrict territory
selective distr
sell components

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2
Q

By object likely

A

fix p q
share markets
reduce capacity
fix p thru info share
boycotto compet
vertical p fixing RPM
absolute territorial protection ATP
selective distr
divide market

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3
Q

criteria 102 to apply

A

1 or more und
dominant position within internal market or subs part
abuse
affect inter state trade

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4
Q

differences 101 102

A

no more rigid
no delimits apreciable
less customer centric

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5
Q

dominance 102 akzo

A

50 presumption

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6
Q

Intent in 102

A

no matter but may in pred. pricing

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7
Q

Akzo test p pricing

A

p<AVC presum p<ATC no pres but if part of plan pred

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8
Q

Recoupment case law 102

A

Not necessary may consider if p<ATC and obj just

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9
Q

Types bundling

A

Contractual tying buy both
Tech tying work properly
pure bundling not supplies seperate
mixed bundl advantageous if both

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10
Q

Tying conditions and test

A

2 seperate (exists demand for tying wo tied)
dominance in tying
can’t buy tying alone
foreclose comp

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11
Q

When rts abuse

A

no subs
prevented new prod for which e demand
no justific
reserve downstream market

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12
Q

Bronner criteria rts

A

indispensability of access
elimination of effective comp
no obj. justification

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13
Q

Constructive refusal to supply

A

liberalized sectors

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14
Q

Legal utterance structure content and effect

A

descr prescr enf
rule standard
mandatory default

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15
Q

Rule and standard evaluation

A

ex ante ex post

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16
Q

Corporation definition uk us ger it

A

das

17
Q

3 shared elements

A
18
Q

5 core features

A
19
Q

subject/activity

A
20
Q

basic triad

A

risk organisation capital

21
Q

Incorporation uk us ger it fr

A

body capable exercising all functions of incorporated
same power as an individual to carry out business
having slp
liable for debts with corporate assets
granted upon registration, give also slp

22
Q

entity shielding

A

=slp functionally
priority rule (creditor of sh no claim on firm assets)
liquidation protection (sh cannot withdraw)

23
Q

veil lifting uk ger

A

fraudolent trading anyone knowling taking part
liability for causing insolvency. ll only as long as assets kept separate, if deprive company asset and cause insolvency liable

24
Q

voting rights views uk us ger

A

economic political doctrinal

25
Q

Voting inefficiencies

A

rational apathy free riding

26
Q

GM structure uk us ger it

A

sh appoint bod
same
sh appoint supervisory board (worker repr) who appoints management board
sh appoint both bod and board of statutory auditors

27
Q

GM when who info agendash quorum uk us ger

A

6m accounting ref/every 13m/first 8 or 4 of FY
no rule to pass on info/sh and info rights to cust in proxies/depends on class
mgm info, motivation, material info, board reccom/=/=+ material on voting rights
sh >5% or 100 holding t leats 100€ avg/yes/5% or 500.000 total
liability for false info/rule enforcing
2 members if adnop/1/3 voting or maj if adnpo/only majorities
Quora and maj mor strict for important issues

28
Q

where power bod comes

A

law and corp contract

29
Q

bod appointment rules and incentives uk us ger

A

detailed fiduciary duties, no app req/more rules with more dispersion
standard for conduct, no self dealing/state law, less detail/procedural req, standard of care and loyalty
perform-based but linked to long term success of company/perf remuner (risk stock magic)/ stock and stock options ok

30
Q

remuneration bod

A

committee only with non-executive
share options long term incentive
perf related
vote every 4 years EU

31
Q

chairman ceo diff

A
32
Q

Preemption right

A

Priority on buying shares

33
Q

Creating of sub classes by directors

A

US ok no G Uk

34
Q

Interest of whom bod act Uk us ger

A

enlightened shareholder value/shareholder value/stakeholder value

35
Q

Duty of loyalty uk us ger from where rules and standard

A

all from law, ger jurisprudence and us also to sh
no benefit 3rd parties, avoid coi/more flexible, less rule/confidentiality, non compete
CA 2006 consequences breach/Jurisprudence case by case/liable for decisions not in interest of company, if damage must prove diligence

36
Q

other duty of loyalty

A

confidentiality, non compete, conflict of interest

Commercial (1 decks)

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