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international business law > flashcards for exam > Flashcards

flashcards for exam

1
Q

who is the GDPR applicable to

A

organisations offering services or monitoring the behaviour of EU citizens.

non-eu company offering goods to Eu customers

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2
Q

difference between regulation and directive

A

regulation =
- legislation that EU countries implement and is directly applicable
- full harmonisation

directive =
- indirectly applicable to be implemented in member states.
- only binding with regard to result

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3
Q

what is the idea behind EU

A

common market with no borders

peace, safety and wellbeing

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4
Q

which 2 treaties govern the 27 member state of EU

A

TEU and TFEU (covers free trade, customs union, economic and monetary union)

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5
Q

what do the principles of proportionality and subsidiarity mean

A

Article 5 TFEU
proportionality = content and form of union shall not exceed what is necessary to achieve the objectives of the treaties

subsidiarity = The union may only act if an action cannot be achieved at member states

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6
Q

what are the main EU institutions

A

Legislator
- parliament and council

Judiciary
- european court of justice

Executive
- EU commission

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7
Q

what are the 4 freedoms in European law

A
  1. goods
  2. capital (investment)
  3. services (builders, bankers can practice throughout EU)
  4. persons (free movement)
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8
Q

what article of TFEU sets out freedom of movement

A

Article 49

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9
Q

what is the rule of law

A

everyone person is subject to the law

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10
Q

what is trias politica/ separation of powers

A

the 3 branches of government
- legislator
- executive
- judiciary

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11
Q

what is the process of acts of parliament being done national level

A
  1. proposal
  2. advice council of State
  3. 2nd chamber of parliament
  4. 1st chamber of parliament
  5. king
  6. publication
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12
Q

what are the 3 courts within judiciary

A

Supreme Court, court of appeal, district court and subdistrict court

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13
Q

what is a summary proceeding

A

used for urgent preliminary relief.

non jury legal process that resolves a dispute quickly

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14
Q

what happens during a seizure

A
  • if the defendant won’t pay out his own will, the claimant can seize assets of the defendant.
  • bank accounts, real estate can all be seized.
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15
Q

what is a counterclaim by the defendant

A

counter arguing the claimant supported by evidence

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16
Q

what is a prejudicial query

A

when legal aspects are unclear to court they can pose prejudicial/ preliminary question to either
1. NL Supreme Court or
2. in case involving EU law - the eu court of justice in Luxembourg

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17
Q

what problems does the judiciary face

A
  • massive case load
  • automation system failure
  • long time to process
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18
Q

in what cases can a foreign party claim before a dutch court

A
  • when claimant is foreign
    and defendant is based in NL
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19
Q

when are mass claims relevant

A

data leaks, mass injury after disaster, examples….

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20
Q

how is a contract formed

A

offer and acceptance

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21
Q

what is an invitation to start negotiation

A

window advert

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22
Q

what is meant by will and statement

A

will means intention expressed through a statement

  • for there to be no will the defendant would need to show that the statement did not match intent.
  • but the claimant can show they relied on bus statement as an expression of intent
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23
Q

what are the contents of a contract

A

essence (Names, mutual obligations, due date payment, signing date, signatures)

general terms

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24
Q

what are terms and conditions

A

‘fine print’
- everything that is not in the essence of the contract (Limitations of liability, payments and consequences of non-performance)

  • user is obliged to make them available
  • reference to text suffices
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25
Q

what is void and voidable contracts

A

void (formal requirements not met of public order reasons and contract cannot be enforced before court)

voidable (fraud, threat, abuse of circumstances and claimant decided whether it is void or not)

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26
Q

what are different types of non-performance

A

misrepresentation
- If the representation is falsely made, however, it can be a misrepresentation and can cause the contract to be voidable.

force majeure
- extraordinary event out of ones control = frees both parties from liability

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27
Q

how can you revoke an offer?

A

in NL it can only be revoked once it has been reasonable time

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28
Q

is law of torts contractual or non-contractual

A

non contractual/ fault based

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29
Q

what are the 4 requirements for action based on tort

A
  1. unlawful act
  2. blame
  3. damage
  4. causal relation between act and damage
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30
Q

what is meant by unlawful act

A
  • violation of a right or
  • statutory duty or
  • general duty of care.
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31
Q

what is a tortious act

A

act that brings harm to someone

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32
Q

do employers have duty of care

A
  • yes

businesses are usually insured against damage caused by torts by their employees and products

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33
Q

do parents have duty of care

A

yes as they are parents

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34
Q

if tort committed abroad what law applies

A

foreign country applies

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35
Q

how long after the event occurs can you claim on tort

A

5 years or if the identity of the the damagers was unknown its 20 years

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36
Q

what different things can you be compensated for in tort law

A

pecuniary damage, devaluation, costs made, missed profits

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37
Q

under dutch and common law how do u transfer ownership.

A

dutch - tradition and agreement
common - agreement only

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38
Q

how do u transfer goods

A

written deed between buyer and seller

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39
Q

is a bitcoin a good

A

not seen as a good you can own and sell but instead a contractual claim

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40
Q

what are contracts used for

A

for purchase of goods and services

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41
Q

what is the purpose of the ROME 1 regulation

A

enables parties to choose the law governing contract.

CROSS BORDER contracts

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42
Q

what type of law is ROME 1

A

an eu act/ regulation that is directly applicable

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43
Q

what is the step by step of what type of law is applicable

A
  1. first check if there is a choice
  2. if no choice and parties are EU MS, check ROME 1
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44
Q

does Rome 1 contain substantive law or referral rules

A

referral rules

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45
Q

what is the CISG treaty?

A

convention on contract for international sale of goods

  • provides substantive rules for international contracts, like defining breach of contract
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46
Q

what is the Brussels 1 regulation

A

determine which national court is competent in cases of litigation arising from international contracts

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47
Q

what is meant by choice of forum

A

an element of contract which states which national court would be used

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48
Q

what happens if there is no choice of forum

A

the default os typically the court in the country where the defendant lives

49
Q

what are incoterms

A

standards issued by the international chamber of commerce to define responsibilities in international contracts of sales, particularly concerning transportation risks and delivery terms

50
Q

what is the alternative despite resolution

A

arbitration and mediation

51
Q

what are the relevant acts for company law

A

uk - companies act
germany - AktG and GmbH
US - state law
NL - DCC Book 2

52
Q

what is BV and NV?

A

BV = private limited liability company (small and medium enterprises)

NV = Public limited liability company (larger enterprises)

53
Q

what are the different types of legal forms for doing business

A

sole proprietorship
partnership
limited liability companies

54
Q

what is difference between limited liability company and private company

A

limited liability is not personally accountable

55
Q

what are the articles of association

A

document that defines purpose of the company, kind of business it will develop and duties and responsibilities

56
Q

what are the shareholder powers

A

appointment
dismissal
remuneration
discharger directors
adoption of annual accounts
filing for bankrupt

57
Q

what is the board of directors power

A

representation
operations and risk management
administration

58
Q

what is meant by piercing the corporate veil

A

situation where courts put aside limited liability and hold corporations shareholders or directors personally liable.

in cases of fraudulent conveyance of goos

59
Q

why are intellectual property rights important

A
  • distinguishment
  • value creation
  • competitive advantage
  • they can be assets on balance sheets
60
Q

how do you register a trade or company name

A

usually be registration
- cant interfere with existing company name

61
Q

what can you do if someone uses a similar name

A
  • order injunction to stop further use of name based on tort (non contractual liability )
  • specific remedy to change name
62
Q

how long is trademark protected

A

NL 10 years

63
Q

what can the owner of if their trademark is violated

A

injunciton
- claim damages
- claw back profits
- claim deregistration

64
Q

what is trademark

A

sign used to distinguish a product or service from competitors

65
Q

what is copyright

A

exclusive right to exploit literary, scientific or artistic work

66
Q

how do you register a copyright

A

its automatic once its been written down

67
Q

how long is copyright protected for

A

50 years

68
Q

what constitutes violation of copyright

A

copying it for any commercial exploitation

69
Q

what can the owner do once copyright has been violated

A

injunction and penalty
profit claw back

70
Q

how does copyright work in employment

A

if a work is made by an employee then it is the employers.

BUT it is transferred upon termination of the employment agreement

71
Q

what does national treatment mean

A

according to Berne convention - a copyright originating in one MS must be given the same protection in any of the MS

72
Q

what is a patent

A

exclusive right to exploitate an invention

73
Q

what are the 3 requirements for a patent

A
  1. inventive step
  2. novelty
  3. industrial applicability
74
Q

how long is patent protected for

A

20 years

75
Q

what can a patent owner do if their patent has been violated

A

injunction

76
Q

what are grounds for patent invalidity

A

not novel and lack of inventive step

77
Q

what is the patent office on european level

A

EPO unitary patent

78
Q

which treaty covers international patents

A

Patent cooperation treaty (PCT) bundle of national patents

79
Q

what does the GDPR do

A

protect individuals fundamental rights and freedom

80
Q

what does article 4 of the GDPR state

A

personal data definition
- any info relating to an identifiable natural person (data subject)

81
Q

what dos processing mean according to GDPR

A

any operation which is performed on personal data
- collecting
- recording
- organising
- storage
- use

82
Q

when is processing allowed

A

The processing is lawful and is done in accordance with the six principles for data processing.

83
Q

what is classed as a controller

A

organisationthat determines the purposes of processing

84
Q

who is the processor

A

actually processing the data

85
Q

what are the types of employment issues

A

workplace issues
modern slavery
conflicting rights
gig economy

86
Q

what are the 5 employment law principles

A
  1. right to work
  2. freedom of contract
  3. no slavery/ modern slavery
  4. the right safety/ labour conditions
  5. no discrimination
87
Q

what are contractual aspects of an employment

A

parties agree to the contractual terms but they also join collective labour agreements and companies codes of conduct

88
Q

can u dismiss someone under NL law

A

no unless serious
- economic reasons
- personal reasons
- dysfunctional relationship

89
Q

what are codes of conduct

A

guidelines specifying expected behaviours - self regulated

90
Q

what is discrimination

A

unjust treatment of different categories of people

91
Q

what is collective bargaining

A

workers, typically through their unions or representatives, negotiate with their employers to establish terms of employment. The goal of this process is to come to an agreement that regulates salaries, working condition

92
Q

can a junior analyst at a bank vote or be elected for the banks work council

A

yeh

93
Q

what is a normal non-competition clause

A

during employees employment with employer and 12 months after, they cannot work for direct competitor

94
Q

when are emloyees protected

A

during, during illness and on and after termination

95
Q

what employment issues are the EU harmonised on

A
  1. minimum wage
  2. non - discrimination
  3. social security
  4. platform employment risks
96
Q

what is a non-solicitation clause

A
97
Q

what is a non-competition clause

A
98
Q

can a junior analyst employed at a bank can you vote for the council or can u be elected

A

yes and yes

99
Q

can the works council effectively stop a company’s divestment plan

A

yes if it can convince the enterprise chamber (court) that there is no good grounds for this divestment plan

100
Q

can a works council stop a new time table or the company

A

yeh

101
Q

hat kind of personnel employed an have staff

A

business driven as a sole proprietorship

102
Q

A ban on ancillary activities is no longer permitted, unless the employer has an objective justification ground. This means the new rule: [choose the optimal answer]

A

Forbids clauses in employment agreements that forbid ancillary activities for employees.
Forbids clauses in employment agreements that allow ancillary activities for employees.
Will forbid clauses that allow for ancillary activities by employees.
Only allows a ban on ancillary activities if the employer has an objective justification ground for such ban.

103
Q

are non-competition clauses allowed

A

A non competition clause is allowed under Dutch law, provided certain conditions are met.

104
Q

what is distributed ledger technology (DLT)

A

system that records transactions of assets in multiple places simultaneously

105
Q

what is a block chain

A

a decentralized digital ledger technology that securely records transactions across multiple computers
- transparency
- decentralised
- efficient

106
Q

what is bitcoin and project jasper

A

example of block chain

107
Q

what does mining mean

A

the process of creating new blocks in exchange for rewards

108
Q

what is a private key

A

used to identify the owner of a given cryptocurrency wallet. acts much like a password

109
Q

what is a public key

A

generated alongside your private key as a pair, long string of characters that is run through an algorithm to produce wallet address

110
Q

what is a wallet

A

tools used by crypto holders to control private keys and provide interface to make transaction

111
Q

what is a smart contract

A

programs that run autonomously on a digitial platform or block chain

112
Q

what are the key advantages of smart contracts

A
  • allows for digitalisation of value
  • guarantees execution
  • implements atomic transactions
113
Q

what is DeFi?

A

decentralised finance that uses smart contracts to provide financial services without trusted 3rd party intermediaries
EXAMPLE
- collaterised lending

114
Q

what is an ICO

A

initial coin offering - issues a new token usually against other crypos such as BTC or ETH

115
Q

what is an NFT

A

data representing a colleciton of digitial assets stored on a block chain that can be traded

116
Q

what is a stable coin

A

cryptocurrency whose value is pegged to some other asset

117
Q

what are some examples od stablecoi s

A

Tether
Libra
Dai
terra

118
Q

what is central bank digital currency

A

a digital form of central bank money

119
Q

can smart contracts be used as an alternative to contract law

A
  1. cant provide for payment of damages if damages excueed the contract sum meaning it doenst provide full remedies of contract law
  2. predetermined contracts not accomodating unforseen changes like contract law does

international business law (2 decks)

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