lectures Flashcards
Ur Nammu Law code
the earliest written laws that archeologists have found, created by a military leader Ur Nammu who came into power in 2112 BC. the laws probably reflected existing practices and contained pragmatic directions and punishments.
Code of Hammurabi
followed around 1755-1750 BC. it was created by Babylonian king Hammurabi (1792-1750 BC reign). it is one of the earliest and most complete written legal codes. the laws provided for transfer and ownership of land, interest rates, dowries, support for widows, and inheritance. it established standards for fines and punishments.
Roman Code
a source of inspiration in the 19th century for European legislators in times of secularisation. legislators searched for a ‘social contract’ as opposed to the totalitarian reign of kings and emperors or the divine power of god.
French Civil Code
regulated the settlement of legal conflict between citizens; rules on liability, commerce, property, and civil procedures. it was established under the reign of Napoleon Bonaparte. it emphasises Freedom, Equality and Brotherhood.
good governance
can be for example, equal cases are treated equally, no abuse of power (no private gain), or that law should be executed consistently.
conventions
unwritten political customs.
Magna Carta
one of the most important documents in history as it established the principle that everyone is subject to the law, even the king, and guarantees the rights of individuals, the right to justice, and the right to a fair trial. this laid the foundation for constitutional government and freedom under the law in the UK. since this document, many constitutional charters and documentation has been written, even though there is no written constitution.
Treaty on the Functioning of the European Union (TFEU)
one of the two core functional treaties of the EU (with Treaty on European Union in Maastricht). it was signed in 1957 in Rome, establishing the European Economic Community. it lays out how the EU operates and has been altered by amending treaties.
principle of direct effect
enables individual citizens of member states to be able to directly invoke EU law before a national court.
Costa v ENEL case
the ruling showed that the Treaty has created its own legal system which has become an integral part of the legal systems of member states, and that Community law takes precedence over national law.
Dassonville ruling (1974)
an example of indistinctively applicable MEE. the certificate of origin constituted a trade barrier when Belgian retailers want to purchase whisky from France. it resulted in the principle of mutual recognition and the rule of reason doctrine.
Keck & Mithouard ruling
the court rules that sales modalities not in conflict with EU law are allowed if all market participants are affected equally.
Article 56 TFEU
both the service provider and the service receiver have freedom.
Article 63 TFEU
prohibition on restrictions of capital and payments.
undertakings
are broader than a company or a firm.
horizontal cartel
a cartel in the same production stage. no more than 10% is allowed.
vertical cartels
cartels in a different production stage. no more than 15% is allowed.
Hoffman LaRoche case (1979)
resulted in the definition of a dominant position.
merger regulation
authorises the EC to review a concentration against the principle of fair competition.
EU Corporate Sustainability Reporting Directive (CSRD)
ensure that investors and stakeholders have access to the information they need to assess the impact of companies on people and the environment, and for investors to assess financial risks and opportunities arising from climate change and other sustainability issues. it is part of the European Green Deal. it was entered into force on 5 January 2023.
EU Whistleblowing Directive
(1) to detect and prevent misconduct and breaches in laws and regulations (2) to improve law enforcement by establishing effective, confidential, and secure reporting channels to effectively protect whistleblowers from fear of retaliation (3) to protect and enable whistleblowers by helping them raise concerns confidently without fear of retaliation by ensuring anonymity.
principle of reasonableless
a contract is invalid if there is a difference between the expression and the intention.
reception theory
used by the Germanic model; an offer may not be revoked until expired.
foundation
is a separate legal personality with no shareholders and just a board. in some cases comparable to multionationals in management and size.
bundle assignability
the simultaneous transfer of all (but no less than all) of a firm’s contracts by transferring the corporation’s shares.
default rule
describes that without legal personality, the transfer of contracts needs the consent of the counterparty.
former ‘real seat’ doctrine
a firm must incorporate under the law of the state where it has its principal place of business. this is now replaced by the place of incorporation rule.
regulatory competition
law systems that are driven primarily by market forces based on company demand.
Dodd-Frank Act
US federal law that places regulation of the financial industry in the hands of the government. the legislation, which was enacted in July 2010, created financial regulatory processes to limit risk by enforcing transparency and accountability.
ownership structure
affects the functionality of different legal strategies and the interest group dynamics that govern changes in corporate law.
dispersed share ownership
no single shareholder or affiliated group of shareholders is capable of exercising control over the firm. the US and UK have large numbers of publicly traded corporations with dispersed share ownership.
hedge funds
relatively unregulated collective investment funds with highly speculative strategies, eg. purchasing substantial stakes in individual firms.
private equity funds
highly speculative strategies. acquires control over the firm and affects major changes in the firm’s structure, strategy or management.
