2021 Business Law Past Paper PDF

FINAL EXAM – BUSINESS LAW (PART 1 AND PART 2) TEST DATE NAME SURNAME N. 1) DURESS is a) physical violence that deprives a person free will b) coercion, either physical or mental, that deprives a person free will c) threat of physical viol...

FINAL EXAM – BUSINESS LAW (PART 1 AND PART 2) TEST DATE NAME SURNAME N. 1) DURESS is a) physical violence that deprives a person free will b) coercion, either physical or mental, that deprives a person free will c) threat of physical violence that deprives a person free will 2) UNCONSCIONABILITY is a) the effect of drug or metal illness that renders the contract void b) general or specific c) gross unfairness brought about by the superior position of one of the parties of the contract 3) MISTAKE to be relevant must be a) mutual b) material c) unilateral 4) FRAUD to be relevant must a) cause an injury to the other party b) determine a misrepresentation c) be brought in front of a Court 5) QUASI CONTRACT are intended a) to avoid unjust enrichment b) to protect the weak party c) neiter a) nor b) 6) MORAL RULES are a) legally non-binding rules b) legally binding rules c) neither a) nor b) 7) ONE OF AN AGENT’S DUTIES IS a) to act as a member of the board of directors b ) to avoid conflicts of interest c) to find business opportunities 8) UNDUE INFLUENCE a) occurs in case of labour contracts b) occurs when one of the parties takes advantage of another by reason of the superior position c) occurs in any case of superior position of one of the parties 9) CAPACITY OF THE PARTIES is a) a requirement of valid contract b) a requirement of effective contract c) a requirement of enforceable contract 10) A VOID CONTRACT IS a) not binding on both parties b) binding on only one of the parties c) unenforceable 11) In case of VOIDABLE CONTRACT a) the contract is binding on one party, but only in case the other decides to enforce it b) the contract is binding on both parties, unless one of them decides to withdraw from it c) the contract is binding on only one party and the other has the option to enforce it or withdraw from it 12) ONCE A CONTRACT IS CLOSED a) the parties can continue the negotiation b) the parties are bound by the agreement c) the parties can change their minds over a given period of time 13) CONTRACTS can be classified as follows a) general/specifical, negotiated/unilateral, direct/indirect b) express/implied, bilateral/unilateral, executed/executory, valid/ void/voidable c) written/oral, formal/informal, registered/unregistered 14) AN OFFER MUST a) be comprehensive, be voluntary, be personal b) indicate a clear intent, be definite, be communicated c) be written, be accepted, be exchanged to a specific party 15) SILENCE OR INACTIVITY a) are legally irrelvant for contract b) cannot be deemed as acceptance c) is acceptance in case the offer imposes the duty to speak within a given time on the offeree 1) WAIVER is a) a voluntary and intentional relinquishment or renunciation of a contract right b) an incomplete performance c) a unilateral obligation 2) AGENT is a) a member of Police Department b) a person authorized to act for another c) a duly authorized lawyer 3) INTERNATIONAL BUSINESS TRANSACTIONS are regulated a) by U.N. b) by international conventions c) by private agreements 4) AN INVITATION TO OFFER IS a) an invitation to start a negotiation b) an offer c) an invitation to make a proposal 5) AN OFFER MUST a) provide a fixed period for acceptance and be accepted before the offeror withdraws it b) be accepted within the given term , if provided, or otherwise within a reasonable time c) neither a) nor b) 6) DISCHARGE means a) waiver b) termination or completion of contract c) failure in performance 7) A CONTRACT MADE BY TWO PARTIES FROM DIFFERENT COUNTRIES will be regulated by the law of a) the offeree’s country of origin b) the applicable law provided in the contract c) the offeror’s country of origin 8) DAMAGES can be a) general or specific b) essential or irrelevant c) consequential, limitated or punitive 9) PARTNERSHIP means a) sharing thoughts and feelings b) a company c) a type of business organization 10) L.O.I. means a) loan over interests b) letter of insurance c) letter of intent 11) SOLE PROPRIETORSHIP is a) a leasehold b) the simplest form of business organization c) an association of undertakings 12) C.F.O. means a) Chief Fiscal Officer b) Chief Financial Officer c) Control of Execution Orders 13) A GENTLEMEN’S AGREEMENT is a) an agreement entered by two members of a gentlemen’s club b) a legally binding agreement under certain circumstances c) an legally non-binding agreement 1) EU law provides the legal framework for a) European Economic Interest Grouping, Societas Europaea, Societas Cooperativa Europaea, Societas Privata Europaea, European Mutual Society, European Foundation b) European Economic Interest Grouping, Societas Europaea, Societas Cooperativa Europaea c) partnerships, limited partnerships, corporations 2) Freedom of Establishment includes a) right to set up and manage companies or firms in any member state b) right to set up and manage companies or firms by partners of different member states c) right to set up and manage companies or firms in at least two member states 3) The Right of Secondary Establishment includes the right for companies a) to set up a new company only after creating one in a different member state b) to set up secondary offices in a different member state c) to set up agencies, branches or subsidiaries 4) According to the Right of Establishment a) Eu nationals and non-nationals can be subject to the same regulation b) Eu nationals and non-nationals must be subject to the same regulation c) Eu non-nationals can be subject to special regulation in different member states 5) The formation of a NewCo include the following steps a) (i) ipo; (ii) preventive control; (iii) capital suscription b) (i) charter of incorporation, (ii) meeting of founders, (iii) preventive control c) (i) instrument of constitution and statute, (ii) preventive control, (iii) public registry 6) Formation of a Societas Europaea can take place a) by merger, by acquisition, by spin off, by default b) by merger, by establishment of a holding, by conversion, by formation of a subsidiary c) neither a) nor b) 7) Legal Capital is a) the contribution in cash provided by shareholders b) the minimum amount of assets request by law for the formation of a company c) the sum of assets contributed to company by shareholders 8) the so-called ‘balance sheet test’ a) is intended to probe the truth of the balance sheet b) is intended to prevent reimbursement of legal capital c) is intended to assess the efficiency of management organ 9) In corporate governance board structure a) is a ‘one-tier’ system b) is a ‘two-tier’ system c) can be either a ‘one-tier’ system or a ‘two-tier’ system 10) two-tier system is characterized by the presence of a) a management organ and a supervisory organ b) a management organ and two types of general meeting c) a management organ and a supervisory organ, alongside the general meeting 11) the supervisory organ a) may appoint and remove the management organ and even manage the company itself b) may appoint and remove the management organ, but never manage the company itself c) may only remove the management organ 12) one-tier system is characterized by the presence of a) a single management organ b) a double management organ c) the president alongside the board of director 13) members of the organs of SE may be appointed a) for an unlimited period b) for no more than 1 year c) for no more than six years 1) ARTICLE 101 OF TFEU prohibits a) agreements having as their object or effect to abuse of a dominant position b) agreements having as their object or effect to share markets or sources supply c) agreements having as their object or effect to create concerted practices 2) ART. 101 of TFEU provides that a) agreements and decisions pursuant to the same article shall be automatically void b) agreements, decisions and concerted practices pursuant to the same article shall be automatically void c) agreements prohibited pursuant to the same article shall be automatically void 3) Provisions of paragraph 1 of article 101 of TFEU will be INAPPLICABLE in case of a) improvement of production and distribution b) improvement of european economy c) improvement of wellfare 4) THE GRUNDIG CASE CONCERNED a) a concerted practise b) a horizontal agreement c) a vertical agreement 5) HORIZONTAL AGREEMENT are harmful for competition because a) rival undertakings share the market instead of competing b) rival undertakings share instead of competing c) rival undertakings collude instead of competing 6) IN DUTCH TRADE ASSOCIATION CASE a) the association imposed the price at which cement should be sold by its members b) the association recommended the price at which cement should be sold by its members c) the association concerted with its members the price at which cement should be sold 7) The most popular vertical agrements are a) cooperation agreements and joint ventures b) agency agreements and supply agreeements c) distribution agreements and franchising agreements 8) TO HAVE AN INFRINGEMENT OF ARTICLE 102 OF TFEU a) an agreement between undertakings is required b) an agreement between undertakings may occur, but it is not necessary c) there must be no agreement between undertakings 9) PROHIBITIONS PROVIDED BY ARTICLE 101 OF TFEU a) are subjects to specific exceptions in case of resulting benefits for consumers b) can meet exceptions in case provided by nationals regulations c) can meet no exceptions 10) WHICH OF THE FOLLOWING CONDUCTS IS NOT SUBJECT TO ARTICLE 101 OF TFEU? a) a unilateral decision made by an association of undertakings b) an agreement entered by a single entrepreneur and a company c) a unilateral decision made by an undertaking 11) TO HAVE A CONCERTED PRACTICES AS PROVIDED BY ARTICLE 101 OF TFEU a) there must be at least a parallel behaviour over a period of time, even though it may be regarded as no adequate proof b) there must be at least a memorandum of understanding between the parties c) there must be a written agreement 12) ACCORDING TO ARTICLE 101 OF TFEU an agreement is prohibited when a) it affects trade between member states b) it infringes conventions between member states c) it prevents, distorts or restricts competition between undertakings 1) WHICH OF THE FOLLOWING CONDUCTS IS NOT SUBJECT TO ARTICLE 101 OF TFEU? a) a unilateral decision made by an association of undertakings b) an agreement entered by a single entrepreneur and a company c) a unilateral decision made by an undertaking 2) DOMINANCE MEANS a) that an undertaking can avoid competition only by using illegal strategies b that an undertaking can act indipendently from its competitors and consumers and thus is not subject to normal competitive forces) c) that an undertaking can act indipendently and it is not subject to normal competitive forces because it has no competitors at all 3) DOMINANCE IS WITHIN THE SCOPE OF ARTICLE 102 OF TFEU a) only if such dominace refers to the entire internal market b) if it at least refers to a substantial part of the internal market c) in any case 4) IN PRONUPTIA DE PARIS CASE ECJ HELD that a) restrictions imposed by the franchisor to the franchisee are within the scope of article 102 of TFEU b) restrictions imposed by the franchisor to the franchisee are outside the scope of article 101 of TFEU c) restrictions imposed by the franchisor to the franchisee are within the scope of article 101 of TFEU 5) INTERNAL MARKET AS TO ARTICLE 102 OF TFEU MEANS a) foreign market b) national market c) european market 6) EXEMPTIONS UNDER ARTICLE 101 (3) OF TFEU must satisfy a) 4 criteria b) 4 criteria, 2 positive and 2 negative ones c) 2 criteria 7) ACCORDING TO ARTICLE 101 OF TFEU an agreement is prohibited when a) it affects trade between member states b) it infringes conventions between member states c) it prevents, distorts or restricts competition between undertakings 8) Before the BAYER AG CASE the signature of a dealership contract a) was regarded as an expression of free entreprenership of the manufacturer b) was regarded as tacit acquiescence by the dealers in subsequent anti-competitive activities of the manufacturer c) was regarded according to the subsequent conducts of the dealers 9) IN THE BAYER AG CASE ECJ HELD that a) the intention of Bayer was to make a fraud b) the intention of Bayer was not illegal c) the intention of Bayer was to impose an export ban 1) LEGAL CAPITAL MEANS a) the sum of assets contributed to a company by shareholders when shares are issued b) the sum of assets contributed to a company by investors after its creation c) the current value of company assets 2) THE LEGAL CAPITAL a) is a confidential information b) is disclosed in the public registry and in the financial statements c) is disclosed in the financial statements only 3) AUTHORISED CAPITAL MEANS a) the capital approved by the meeting of shareholders b) the capital represented by assets raised by shareholders and third parties by issuing new shares c) the maximum amount of assets that the directors of the company are authorized to raise as contributions by by shareholders and third parties by issuing new shares 4) SUBSCRIBED CAPITAL MEANS a) the amount of assets that existing shareholders have already undertook to contribute to the company b) the amount of assets that existing shareholders have already paid up to the company c) the remaining part of authorized capital still to be paid by the existing shareholders to the company 5) NOMINAL VALUE IS a) the actual value of shares b) the market value of shares c) the part of the legal capital that each share represents 6) DIVIDENDS ARE DISTRIBUTED a) in case of profits b) in case the balance sheet is positive c) in case the meetings of shareholders decide ro do so 7) IN CASE OF SERIOUS LOSS OF THE SUBSCRIBED CAPITAL a) Board of directors can call a general meeting of shareholders to decide appropriate measures b) Board of directors must call a general meeting of shareholders to decide appropriate measures c) ECL sets out no mandatory conducts upon the board of directors 8) GENERAL ACCOUNTING PRINCIPLES FOR ANNUAL ACCOUNTS ARE a) Prudence and true and fair view b) Confidentiality and privacy c) Effectiveness and performance 9) IN TWO-TIER SYSTEM THE MANAGEMENT ORGAN MAY BE COMPOSED OF a) One member b) More than one member c) One or more members 10) MEMBERS OF MANAGEMENT ORGAN IN TWO-TIER SYSTEM ARE APPOINTED AND REMOVED BY a) General meeting b) Supervisory organ c) Both a) and b) 11) MEMBERS OF SUPERVISORY ORGAN IN TWO-TIER SYSTEM ARE APPOINTED AND REMOVED BY a) General meeting b) Management organ c) Both a) and b) 12) MEMBERS OF SUPERVISORY ORGAN a) Can be appointed as members of management organ b) Cannot be appointed as members of management organ c) Can be appointed as chairman of the management organ only 13) MEMBERS OF MANAGEMENT ORGAN IN ONE-TIER SYSTEM ARE APPOINTED AND REMOVED BY a) General meeting b) Supervisory organ c) Both a) and b) 14) MEMBERS OF THE ORGANS OF AN SE SHALL BE LIABLE FOR a) Any breach of the legal, statutory or other obligation inherent in their duties b) Any losses of the SE c) Any claim for damages by third parties 15) AMENDMENT OF THE SE STATUTE WILL BE DECIDED BY a) General meeting b) Management organ c) Supervisory organ 16) GENERAL MEETING SHALL BE HELD a) At least once a year b) At least twice a year c) At least every quarter 17) AT GENERAL MEETING SHAREHOLDERS a) must vote in presence b) can vote either in presence or by proxy c) neither a) nor b) 18) SHAREHOLDERS’ MEETING PROCEDURE a) Convocation, identification, deliberation b) Convocation, Participation, Resolution c) Notification, Participation, Resolution 19) GENERAL MEETING RESOLUTIONS ARE GOVERNED BY a) Unanimity principle b) Majority principle c) Golden share principle 20) VOTING RIGHTS DEPEND a) By the number of shareholders attending the meeting b) By the overall number of shares c) By the number of shares held by shareholders attending the meeting 21) SHAREHOLDERS EXPRESS THEIR VOTE a) By expressing their opinion on the resolution b) By assenting or dissenting on the issues in the agenda c) By assenting, dissenting or abstaining on the issues in the agenda 22) THE PRINCIPLE OF EQUAL TREATMENT OF SHAREHOLDERS IS PROTECTED BY a) Winding-up rules b) Annual accounts rules c) Pre-emptive rights 23) SE CAN BE CREATED BY MERGER FOLLOWING TWO POSSIBLE PROCEDURES a) By acquisition or by formation of a new company b) By spin-off or consolidation c) By winding-up or liquidation 24) A FORMATION OF SE BY CONVERTION a) of a public limited-liability company with registered office in the Union b) of a public limited-liability company with registered office in the Union with at least one subsidiary outside the Union c) of a public limited-liability company with registered office in the Union with at least one subsidiary governed by the law of another member state for at least two years 25) SE FORMATION a) Requires at least two partners from two different member states b) Requires that at least one partner is in control of a subsidiary in another member state c) Is possible by a single member 26) THE PROCESS OF SETTING UP A NEW COMPANY a) Financing, promotion, creation b) Constitution, promotion, registration c) Instruments of constitution, preventive control, registration 27) A CONTRACT IS a) a legally enforceable agreement, express or implied b) an expression of will c) a document 28) CONSIDERATION IS a) the price b) something a party provides in exchange for something from the other party c) something a party provides in exchange for goods from the other party 29) CONTRACT LAW IS A FOUNDATION UPON WHICH ARE BUILT a) tort law, business law, company law b) institutional relationships c) other areas of business law 30) CONTRACT a) is a rule to be enforced just as law b) is a rule to be enforced but is less binding than law c) is a rule binding upon the parties 31) DOCUMENT AND CONTRACT a) are the same b) contract is the content of the document c) the document is only evidence of the mental agreement that constitutes the actual contract 32) THE INTENT OF THE PARTIES IS TO BE DETERMINED a) from the words contained in the document b) from the words and actions taken as a whole c) from mental interpretation 33) THE ESSENTIAL ELEMENTS OF A CONTRACT ARE a) capacity, mutual agreement, consideration and legality of subject matter b) oral or written agreement, implied or express agreement c) essential conditions, optional conditions 34) EXPRESS CONTRACT IS a) the one expressing the clear intention to be bound by the agreement b) a signed document c) stated in words, written or oral, or partly written and partly oral 35) AN IMPLIED CONTRACT a) can be inferred by a judge b) can be by conduct c) can be inferred by a reasonable person 36) A QUASI-CONTRACT IS CREATED a) by operation of law on behalf of the unconscious party b) by subsequent meeting of the minds c) by operation of law in order to avoid unjust enrichment of one party at the expense of another 38) UNILATERAL CONTRACT a) involves two promises b) involves one promise by one party and an act by another c) is a unilateral conduct 39) A VALID CONTRACT a) is an effective contract b) in an effective and enforceable contract c) is a contract that meets all legal requirements and can be enforced by either party 40) A VOID CONTRACT a) is valid but cannot be enforced b) is not valid and cannot be enforced c) is not valid but can be temporarily enforced 41) A VOIDABLE CONTRACT a) is binding on either party but is enforceable by only one b) is binding on one party and enforceable by the same c) is binding on one party who has the option to withdraw from it or enforce it 42) NEGOTIATION ends a) when minds meet b) after a reasonable time c) when minds meet or if they don’t meet within a reasonable time 43) SUBJECTIVE INTENT a) is legally relevant b) is legally irrelevant c) is legally relevant only if is manifested by words or actions 44) AN ADVERTISMENT a) is not an offer but just an invitation to offer b) is an offer c) can be an offer if it is specific to an identified or identifiable person or group 45) AN OFFER a) must state the essential terms of the proposed contract b) must clearly identify the good or service c) can state the essential terms of the proposed contract 46) IN AN OFFER UNSTATED TERMS a) must be clarified before the agreement is reached b) may be implied or inferred by common sense c) could be clarified after the contract is closed 47) AN OFFER LASTS a) for the specified period of time b) for the specified period of time or, if not specified, for a reasonable time c) for a reasonable time 48) DURING THE PERIODO OF TIME DURING WHICH THE OFFER IS TO REMAIN OPEN IT MAY EXPIRE a) in case of rejection, counteroffer, death or incompetency of either offeror or offeree b) in case the acceptance is revoked by the offeree c) never 49) AN OFFER CAN BE REVOKED BY THE OFFEROR a) never b) in any case c) always except in case of option contract, unilateral contracts, u.c.c. exception, promissory estoppel 50) ACCEPTANCE a) must be addressed b) must be addressed in any manner or by any medium so long as reasonable c) can be implied by silence or inaction 51) ACCEPTANCE a) can be clear and unconditional b) must be clear and unconditional c) can be a counteroffer 52) CONSIDERATION a) is a good given in exchange for another b) is a service given in exchange for another c) is any lawful alteration of responsibilities that is given in exchange for the other person’s consideration 53) ADEQUACY OF CONSIDERATION a) is not an issue in court b) is an issue in court c) neither a) nor b) 54) PAST CONSIDERATION (something already performed without expectation of obtaining something in return) a) is not binding if the parties don’t enter a new agreement b) is binding for the parties c) is not binding since it was not bargained for in the current transaction 55) A MISTAKE IS LEGALLY RELEVANT IF IT IS a) material b) unilateral c) incidental 56) IN CASE OF UNILATERAL MISTAKE a) the contract is binding b) the contract is not binding, except when the other party knows or should have known the mistake c) the contract is binding, except when the other party knows or should have known the mistake 57) IN CASE A PARTY FAILS TO READ WHAT HE SIGNS a) the contract is binding b) the contract is not binding because there was no intention to agree c) the contract is binding because a person should not be allowed to benefit from his own ignorance or carelessness 58) A MATERIAL MISTAKE PERTAINS TO a) a relevant fact, value or opinion b) a relevant fact c) a relevant value 59) IN CASE OF RELEVANT MISTAKE THE CONTRACT IS a) void b) voidable c) unenforceable 60) FRAUD IS a) a misreprensentation of a fact, made knowingly, with the intent to defraud, justifiably relied upon, causing injury to the other party b) a misreprensentation of a material fact, made knowingly, with the intent to defraud, justifiably relied upon, causing injury to the other party c) a misreprensentation of a material fact, made knowingly, with the intent to defraud, justifiably relied upon 1) MADE KNOWINGLY a) means actual knowledge b) means potential knowledge c) includes careless indifference to the truth 2) JUSTIFIABLY RELIED UPON MEANS THAT a) the mistaken party must have actually relied upon the misrepresentation b) the mistaken party must have reasonably relied upon the misrepresentation c) the mistaken party could have reasonably relied upon the misrepresentation 3) THE DEFRAUDED PARTY can a) claim for damages b) rescind the contract c) rescind the contract or affirm the contract 4) INNOCENT MISREPRESENTATION OCCURS a) never b) in case of minor c) in case misrepresentation is made unknowingly and without the intention to defraud 5) IN CASE OF INNOCENT MISREPRESENTATION a) contract is valid and enforceable b) is voidable and gives rise to a claim for damages c) is voidable but doesn’t give rise to a claim for damages 6) UNDUE INFLUENCE OCCURS a) when one party gains a position of dominance after the contracts b) when one party takes advantage of the dominant position following the closing of contract c) when one party takes advantage of another by a previous superior position or condition of relationship 7) DURESS CAN BE a) physical b) mental c) both 8) DURESS AFFECTS THE CONTRACT VALIDITY a) in any case b) if the party concerned raises an action against the other c) if it has deprived one party of his free will 9) CAPACITY MEANS a) capacity of dealing with the type of business object of the contract b) adequate level of experience in the business object of the contract c) a legally defined level of mental ability sufficient to reach an agreement 10) A MINOR a) is deemed to have no capacity b) is deemed to have no capacity, unless the other party gives contrary evidence c) neither a) nor b) 11) TO BE INSANE UNDER CONTRACT LAW a) there must be a medical certification b) there must be a medical assessment c) neither of them 12) IF ONE OF THE PARTY IS INTOXICATED a) the contract is voidable b) the contract is voidable if the intoxication deprived him/her of an adequate level of mental ability c) the contract is void if the intoxication deprived him/her of an adequate level of mental ability 13) IF THE SUBJECT MATTER IS NOT LEGAL the contract a) is void b) is voidable c) is not enforceable, because it has no existence in contemplation of law 14) DISCHARGE MEANS a) rescission b) termination or completion c) compensation 15) DISCHARGE BY PERFORMANCE MEANS a) complete performance b) substantial performance c) bilateral performance 16) IN CASE OF CONTRACT PARTIALLY PERFORMED, THE NON PERFORMING PARTY a) has no right to consideration for his limited performance b) has the right to recover his expenses c) has the right to recover the market value 17) TYPES OF CONDITIONS ARE a) express/implied, precedent/concurrent/subsequent b) essential/limitative c) punitive/compensatory 18) CONDITION PRECEDENT MEANS a) it must be complied with or occur before the other party becomes obligated for his performance b) it must be complied with or occur after the other party becomes obligated for his performance c) it must be complied with or occur the very monent the other party becomes obligated for his performance 19) BREACH MEANS THAT a) one party has failed to perform b) both parties have failed to perform c) one party has failed to perform in a material way 20) IN CASE ONE PARTY HAS SUBSTANTIALLY PERFORMED a) there can be a discharge by breach b) there cannot be a discharge by breach c) neither a) nor b) 21) ANTICIPATORY BREACH OCCURS a) before the given date of performance b) before the given date of performance, but can be claimed only after such date c) after the given date of performance 22) ANTIPATORY BREACH a) must be expressed b) is implied by action taken by one party c) can be expressed or implied 23) MUTUAL RESCISSION a) is a type of discharge b) is a contract c) is a unilateral act 24) IN DISCHARGE BY ACCORD AND SATISFACTION a) parties declare to be satisfied with the performances made up to that moment b) parties agree to terminate the contract c) parties agree to substitute an existing obligation with a new performance 25) RELEASE a) is only bilateral b) can be both unilateral or bilateral c) must be unilateral 26) IN RELEASE a) one party excuses the other from his performance b) one party accepts a different performance in the place of the original one c) both parties agree in replacing their reciprocal performances 27) WAIVER a) must be provided in the original contract b) is a new contract c) is a voluntary relinquishment of a party’s right in a contract 28) TYPES OF DISCHARGE BY OPERATION OF LAW a) subsequent illegality, impossibility, bankruptcy, statute of limitations, b) default, illegality, force majeure c) tort, illegality, bankruptcy 29) TYPES OF DAMAGES a) essential, substantial, partial b) compensatory, consequential, liquidated, punitive c) judicial, conventional, moral, equitative 12/18/2020 20201203 TEST BUSINESS LAW 20201203 TEST BUSINESS LAW Totale punti 62/62 NAME/SURNAME/MATR NUMBER L'indirizzo email della persona che ha risposto ([email protected]) è stato registrato all'invio del modulo. SOLE PROPRIETORSHIP means 1/1 ownership right the simplest form of business organization two partners partnership franchise is 1/1 a form of corporation a contractual arrangement in which owner of a trademark, copyright, etc, appoints someone (franchisee) in order to promote it a contractual arrangement in which owner of a trademark, copyright, etc, permits others others (franchisees) to use it for fee (royalties) QUASI CONTRACT are intended 1/1 to protect the weak party to avoid unjust enrichment neiter a) nor b) https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 1/21 12/18/2020 20201203 TEST BUSINESS LAW A PARTNERSHIP can be creates 1/1 by contract by express agreement, by implied agreement, by estoppel by operation of law In a general partnership each partner 1/1 is a limited partner is a worker is an agent for the other partner(s) LIMITED PARTNERSHIP requires 1/1 an LP certificate an agreement about reciprocal liability of parties the presence of more than one partner https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 2/21 12/18/2020 20201203 TEST BUSINESS LAW the existence of an IMPLIED PARTNERSHIP can be argued in case of 1/1 multilateral agreement to run a business concerted practice joint ownership of a business, sharing of profits and losses and equal management rights In an LP certificate the following information are mandatory 1/1 number of partners, type of business, winding up procedures, assets partnership's name, location, name and address of its agents and general partners, term of duration name and address of founders, shareholders and directors FRANCHISEE 1/1 may be an agent may be an independent contractor both an agent or an independent contractor https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 3/21 12/18/2020 20201203 TEST BUSINESS LAW CORPORATE 'VEIL' may be pierced case of 1/1 one partner corporation use of different corporation names fraudulent purpose and running of corporate business as though corporation didn't exist PUBLIC CORPORATION 1/1 is formed to meet a governmental or public purpose is open to public investors is of public domani Fundamental documents for creating a corporation are 1/1 Charter and Bylaws Agreement and statute Proxies and power of attorney https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 4/21 12/18/2020 20201203 TEST BUSINESS LAW CONTRACTS can be classified as follows 1/1 general/specifical, negotiated/unilateral, direct/indirect express/implied, bilateral/unilateral, executed/executory, valid/ void/voidable written/oral, formal/informal, registered/unregistered AN OFFER MUST 1/1 be comprehensive, be voluntary, be personal indicate a clear intent, be definite, be communicated be written, be accepted, be exchanged to a specific party AGENT is 1/1 a member of Police Department a person authorized to act for another a duly authorized lawyer https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 5/21 12/18/2020 20201203 TEST BUSINESS LAW DISCHARGE means 1/1 waiver termination or completion of contract failure in performance DUTIES OF THE PRINCIPAL TO THE AGENT ARE 1/1 grant the powers needed to accomplish the duties pay expenses and inform of existing risks pay adequate compensation SILENCE OR INACTIVITY 1/1 are legally irrelvant for contract cannot be deemed as acceptance is acceptance in case the offer imposes the duty to speak within a given time on the offeree https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 6/21 12/18/2020 20201203 TEST BUSINESS LAW WAIVER is 1/1 a voluntary and intentional relinquishment or renunciation of a contract right an incomplete performance a unilateral obligation INTERNATIONAL BUSINESS TRANSACTIONS are regulated 1/1 by U.N. by international conventions by private agreements AN OFFER MUST 1/1 provide a fixed period for acceptance and be accepted before the offeror withdraws it be accepted within the given term , if provided, or otherwise within a reasonable time neither a) nor b) https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 7/21 12/18/2020 20201203 TEST BUSINESS LAW A CONTRACT MADE BY TWO PARTIES FROM DIFFERENT COUNTRIES will 1/1 be regulated by the law of the offeree’s country of origin the applicable law provided in the contract the offeror’s country of origin IN STM case the ECJ held that exclusivity clause 1/1 is outside the scope of article 102 tofu if the product is highly specialized and expensive is outside the scope of article 101 tofu if the product is highly specialized and expensive is always outside the scope of article 101 AN EXPORT BAN under TFEU is 1/1 always unlawful usually unlawful lawful https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 8/21 12/18/2020 20201203 TEST BUSINESS LAW Selective distribution systems under TEFU are lawful 1/1 if made by unilateral decision of an undertaking if made by agreement between undertakings if are made on the basis of objective criteria of a qualitative nature In brasserie de Haecht case the ECJ stated that exclusive purchasing 1/1 agreement are within the scope of article 101 tfeu if they are part of network of similar agreements outside the scope of article 101 Altro: To determine the RPM must be taken into account 1/1 the number of exsisting players in the market the number of potential players who could quickly enter the market neither a) nor b) https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2M… 9/21 12/18/2020 20201203 TEST BUSINESS LAW Legal Capital is 1/1 the contribution in cash provided by shareholders the minimum amount of assets request by law for the formation of a company the sum of assets contributed to company by shareholders In Hugin case (cash machines) the Ecj held that 1/1 a product and its spare parts are part of the same market a product and its spare parts are part of different market a product and its spare parts are part of the same market only in case there are no other spare parts producers As a consequence of Hugin case the ECJ held that 1/1 producing spare parts is an abuse of dominant position selling spare parts is an abuse of domination position refusing to sell spare parts on equal conditions is an abuse of dominant position https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 10/21 12/18/2020 20201203 TEST BUSINESS LAW Relevant Temporal Market means 1/1 temporary market part-time market seasonal market According to ECJ bananas' market 1/1 is a seasonal market is not a seasonal market is a RGM In the Italian Flat Glass producers case, according to the Commission, 1/1 there was an agreement between undertaking an abuse of domination position both https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 11/21 12/18/2020 20201203 TEST BUSINESS LAW In the Italian Flat Glass producers case ECJ annulled the Commission's 1/1 decision pointing out that in case of breach of article 102 TFEU there can be no agreement in case of breach of article 101 TFEU there can be no abuse of dominant position in case of breach of alleged breach of article 102 cannot be merely recycled evidences as to article 101 TFEI members of the organs of SE may be appointed 1/1 for an unlimited period for no more than 1 year for no more than six years members of the board of directors shall be liable, in case of infringement 1/1 of their duties, for loss damage loss or damage https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 12/21 12/18/2020 20201203 TEST BUSINESS LAW the shareholders’ meetings procedure requires 1/1 convocation, participation, resolution convocation, deliberation, resolution meeting, assessment, profiling the shareholders’ meetings can be called for by 1/1 the management organ the administrative, management or supervisory organ the court ARTICLE 101 OF TFEU prohibits 1/1 agreements having as their object or effect to abuse of a dominant position agreements having as their object or effect to share markets or sources supply agreements having as their object or effect to create concerted practices https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 13/21 12/18/2020 20201203 TEST BUSINESS LAW ART. 101 of TFEU provides that 1/1 agreements and decisions pursuant to the same article shall be automatically void agreements, decisions and concerted practices pursuant to the same article shall be automatically void agreements prohibited pursuant to the same article shall be automatically void Provisions of paragraph 1 of article 101 of TFEU will be INAPPLICABLE in 1/1 case of improvement of production and distribution improvement of european economy improvement of wellfare THE GRUNDIG CASE CONCERNED 1/1 a concerted practise a horizontal agreement a vertical agreement https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 14/21 12/18/2020 20201203 TEST BUSINESS LAW HORIZONTAL AGREEMENT are harmful for competition because 1/1 rival undertakings share the market instead of competing undertakings on different levels of supply chain collude instead of competing rival undertakings exchange shares IN DUTCH TRADE ASSOCIATION CASE 1/1 the association imposed the price at which cement should be sold by its members the association recommended the price at which cement should be sold by its members the association concerted with its members the price at which cement should be sold The most popular vertical agreements are 1/1 cooperation agreements and joint ventures agency agreements and supply agreeements distribution agreements and franchising agreements https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 15/21 12/18/2020 20201203 TEST BUSINESS LAW PROHIBITIONS PROVIDED BY ARTICLE 101 OF TFEU 1/1 are subjects to specific exceptions in case of resulting benefits for consumers can meet exceptions in case provided by nationals regulations can meet no exceptions WHICH OF THE FOLLOWING CONDUCTS IS NOT SUBJECT TO ARTICLE 1/1 101 OF TFEU? a unilateral decision made by an association of undertakings an agreement entered by a single entrepreneur and a company a unilateral decision made by an undertaking DOMINANCE MEANS 1/1 that an undertaking can avoid competition only by using illegal strategies that an undertaking can act indipendently from its competitors and consumers and thus is not subject to normal competitive forces) that an undertaking can act indipendently and it is not subject to normal competitive forces because it has no competitors at all https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 16/21 12/18/2020 20201203 TEST BUSINESS LAW TO HAVE A CONCERTED PRACTICES AS PROVIDED BY ARTICLE 101 OF 1/1 TFEU there must be at least a parallel behaviour over a period of time, even though it may be regarded as no adequate proof there must be at least a memorandum of understanding between the parties there must be a written agreement DOMINANCE IS WITHIN THE SCOPE OF ARTICLE 102 OF TFEU 1/1 only if such dominace refers to the entire internal market if it at least refers to a substantial part of the internal market in any case INTERNAL MARKET AS TO ARTICLE 102 OF TFEU MEANS 1/1 foreign market national market european market https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 17/21 12/18/2020 20201203 TEST BUSINESS LAW IN PRONUPTIA DE PARIS CASE ECJ HELD that 1/1 restrictions imposed by the franchisor to the franchisee are within the scope of article 102 of TFEU restrictions imposed by the franchisor to the franchisee are outside the scope of article 101 of TFEU restrictions imposed by the franchisor to the franchisee are within the scope of article 101 of TFEU INTERNAL MARKET AS TO ARTICLE 102 OF TFEU MEANS 1/1 foreign market national market european market EXEMPTIONS UNDER ARTICLE 101 (3) OF TFEU must satisfy 1/1 4 criteria 4 criteria, 2 positive and 2 negative ones 2 criteria https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 18/21 12/18/2020 20201203 TEST BUSINESS LAW ACCORDING TO ARTICLE 101 OF TFEU an agreement is prohibited when 1/1 it affects internal market of member states it infringes conventions between member states it prevents, distorts or restricts competition between undertakings IN DUTCH TRADE ASSOCIATION CASE ECJ HELD that 1/1 the association was actually infringing the article 101 of TFEU the association was actually infringing the article 102 of TFEU the association was acting legally, but its members were not PRONUPTIA DE PARIS CASE CONCERNS 1/1 a distributorship agreement a sale purchase agreement a franchising agreement https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 19/21 12/18/2020 20201203 TEST BUSINESS LAW RPM, RGM and RPM MEANS 1/1 rotational product market, revenue gross measure, return on temporary placements relevant product market, relevant geographic market and relevant temporary market nothing IN UNITED BRAND case the ECJ used the ‘demand substitutability ‘ test 1/1 to determine the RPM the RGM the RTP THE CATEGORIES OF ABUSES PROVIDED BY ARTICLE 102 OF TFEU ARE 1/1 limitative abuses, competitive abuses, dumping abuses exclusionary abuses, exploitative abuses, price discrimination positive, negative, intermediate https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 20/21 12/18/2020 20201203 TEST BUSINESS LAW AN ABUSE OF DOMINANT POSITION IS 1/1 prohibited only when it affects trade between member states prohibited only when it affects a substantial part of the internal market prohibited in any case TO HAVE AN INFRINGEMENT OF ARTICLE 102 OF TFEU 1/1 an agreement between undertakings is required an agreement between undertakings may occur, but it is not necessary there must be no agreement between undertakings Questo modulo è stato creato all'interno di Universita di Cassino e del Lazio Meridionale. Moduli https://docs.google.com/forms/d/e/1FAIpQLScEYA6rDjOEGP3ZQZxqwjqSOwxFioUKJjiopZBUxt6ZZzHsUg/viewscore?viewscore=AE0zAgDBucG2… 21/21  1. PRINCIPAL is the person appointing an agent The principal is the party who authorizes the other to act in their place, and the agent is the person who has the authority to act on behalf of the principal. 2. A Legal Subject is a physical or juristic entity A legal subject is any entity which has rights, duties and capacities. 3. ACCORD AND SATISFACTION means that the parties agree to substitute an existing obligation with a new performance. 4. General partnership differs from limited partnership because: In General partnership there can be some limited partners, but only general partners have management…. and unlimited liability for partnership debts. 5. C.E.O is chief executive officer. 6. According to Article 101 of TFEU it is illegal to apply dissimilar conditions to equivalent transactions: If it places the different trading parties at a competitive disadvantage. 7. Agreements infringing article 101 of TFEU are automatically void. 8. The list of cases of abuse provided by article 102 of TFEU: Is a limitation for ECJ rulings. 9. The categories of abuses provided by article 102 of TFEU: Are mutually exclusive. 10. All the members of the organs of an SE shall be liable, if sustained by the SE as a consequence of a breach of their duties, for any: Loss or damage. 11. The shareholders’ meetings take place: When their decision is required appropriate. 12. Compliance with IAS/IFRS standards adopted by EU commission: Is mandatory for preparation of the consolidated accounts of companies admitted to regulated markets only. 13. Horizontal agreement is: Horizontal agreements are agreements between actual or potential competitors who operate at the same level of production or distribution in the market.  14. Vertical agreement is: agreements between firms at different levels of the supply chain. 15. Franchising is: a contract and a type of business organization. 16. The basic types of business organizations are: Sole proprietorship, Partnership, Corporation. 17. Negotion/Negotiation related documents are: N.D.A/L.O.I 18. N.D.A is: non-disclosure agreement. 19. The Sherman Act outlaws: Contracts, combinations or conspiracies in restraint of trade, as well as monopolization or attempted monopolization. 20. An independent contractor is: A person hired to undertake a contractually defined result. 21. Incorporators are: The public agents in charge with the registration of the corporation. 22. Powers of a Corporation: A corporation has two types of powers: express powers and implied powers. When a corporation is acting outside its permissible power, it is said to be acting ultra vires. A corporation engages in ultra vires acts whenever it engages in illegal activities, such as criminal acts. 23. A corporate action ULTRA VIRES is: Beyond the character powers. 24. Article 102 of TFEU prohibits: Monopoly and abuse of dominant position. 25. The Character or articles of incorporation is: A document.