The Legal Environment of Business (6)

Unit 13Legal Environment of BusinessText I Government Regulation of BusinessDictionary Workbyword, ruthless, unscrupulous, tycoon, aggressive, profiteer, altruistic, terse, hovering, undercut, dubious, crafty, latitude, intervene, abuse,, empower, unconstitutional, interpret, interstate, intrastate,Pre-reading Questions1.What is government regulation of business?2.Why is government regulation necessary to business?3.How does the government exercise its regulatory power over business?Historical Evolution of Government Regulation1It’s important to understand that regulation hasn’t always been with us. Relatively speaking, it’s a rather novel idea if one takes the long historical view. America’s founders believed in a laissez-faire1–or “hands-off” –approach to the regulation of business. Business leaders took care of business, politicians took care of government, and the two groups left each other alone. Caveat emptor2, “let the buyer beware,” was the byword of the marketplace in the 1800’s. Moreover, there was little room for “friendly competition” in nineteenth century business transactions. With limited markets, hard-to-get supplies, and few production shortcuts, the business that hoped to survive often felt pressured into taking a fairly ruthless approach –wiping out competitors wherever opportunity permitted and taking full advantage of consumers not sufficiently wily to protect their own interests.2But by the late 1800s, too many competitors and consumers had fallen victim to unscrupulous business practices. Public opinion turned decidedly against the business tycoons, and this new philosophical tone set the stage for more aggressive laws3that sought to intervene in the marketplace. Despite widespread public support, however, early efforts at reform were not as successful as advocates had hoped. It was not until the late 1930s that it became generally accepted by lawmakers and the courts, that the Constitution did allow Congress fairly wide in in regulating commerce.3 In fact, today’s ongoing di scussions about the proper amount of governmental regulation are only the latest round in a debate – and, at times, fight – that is unlikely to end. Typically, business leaders insist that government interference does more harm than good. But many workers and citizens point to abuses of the past and present as proof of the dangers of unregulated industry. In general, legislators and federal agencies now tryto balance the ideal of the free marketplace with the less altruistic realities of human nature.4 Most observers these days agree that some form of government control is necessary. But where and how to apply that control has never been an easy issue to resolve. Few persons want to return to the days in which consumers took their chances in a marketplace where profiteering was an integral part of shrewd business management; yet, at the same time, almost no one favors the insufferable hovering of a government that involves itself in even the least important decisions.The Sources of Government Regulatory Power5 City, country, state, and federal administrative agencies together have created a web of regulations that govern how and under what circumstances a company is allowed to transact business, sell securities, set loan terms, ship freight, use resources, hire and fire employees, compete with rival firms, or negotiate labor contracts. You name it, and there’s probably some type of regulation to govern it.6 The government derives most of its power to regulate business from the U.S. Constitution’s “comme rce clause4,” which states that “The Congress shall have power … to regulate commerce among the several states.” This clause – together with the Constitution’s Article I, Section 8, which empowers Congress to levy taxes – are the twin pillars on which government regulation rests.7 The terse phrase among the several states allows some latitude in interpretation, and this has resulted in changes over time in the allowable scope of government control. At various points in its history, the commerce clause has been given a narrow interpretation; at other times, the interpretation has been considerably more extensive. At the heart of the issue is the debate over what constitutes interstate commerce (from inter, meaning between) versus intrastate commerce (from intra, meaning within). If the Supreme Court5interprets “interstate” commerce to include only the transportation of goods from one state to another, this is quite different from an interpretation that considers “interstate” commerce to be business practice s in one state (that is, intrastate) that affects business practices in another state. This distinction between intra-and inter state commerce is critical because the commerce clause allows Congress to regulate only that commerce that is among the several states.The Early Years of Regulation8 Early in the nineteenth century, the Supreme Court interpreted the commerce clause very broadly, giving the government power to regulate not only commerce that passed between states, but also “local” transactions that in some way “affected” interstate commerce. But this broad interpretation had little impact, since Congress left business pretty much alone to do as it wanted; the fact that the Supreme Court would permit broad regulation made little difference. As we noted earlier, however, by the end of the Civil War, workers and social advocates became increasingly upset with the overreaching practices of business, and Congress became more involved in attempting to regulate business practices. The passage of laws outlawing child labor andsixteen-hour workdays were major examples of this initial regulation.9 As Congress began to intervene in business practices this way, however, the Supreme Court also began to re-evaluate its interpretation of the commerce clause. It came to believe that federal power could only extend to those business transactions that in fact moved from one state to another – only these transactions met the definition of interstate commerce. It concluded that all other business transactions –even if their influence extended beyond a state’s boundaries – were part of intrastate commerce and, as such, beyond the reach of the federal government to regulate. So, ironically, as Congress became interested in passing regulatory law, the Supreme Court came to see those efforts as potentially unconstitutional. This conflict between what the public and Congress wanted and what business and the Supreme Court said the Constitution would allow continued until the late 1930s. But around that time, the Supreme Court again re-evaluated its interpretation of the commerce clause and concluded that Congress had the power to regulate any transactions by businesses that organized themselves on a national scale, not just those transactions that crossed state lines.The Current Regulatory Environment10 Today, the Supreme Court continues to reflect this broader reading of the commerce clause6, bringing it in line with the opinions held by the earliest Supreme Court views. Put simply, the current view is that the federal government can constitutionally not only regulate commerce that passes through or is transacted across two states, but also commerce that affects business in other states. Let’s consider an example to see how this works.11 Let’s say that Sharpe, a street vendor of chocolate-chip cookies, uses some questionable business practices to undercut his competitors in the Seattle business district cookie market. At this point, he is probably violating only local fair-business ordinances. But suppose Sharpe instead distributed packages of cookies to be sold in Seattle supermarkets. If Sharpe’s dubious practices are cutting into national markets, Sharpe may be charged with violating federal regulations –even though his is not a national company. Similarly, when business booms and Sharpe expands to form Northwest Cookies, a larger interstate company, he must either abandon his crafty methods of competition or risk running afoul of federal regulations. (1,156 words) Notes1. laissez-faire: let (people) do (as they choose). [尤指对商业活动的]自由放任的、不干涉的原则It’s a motto of 18th century French economists who protested excessive government regulation of industry. See: 1) the reaction against free trade and laissez-faire economy 2) a central position between laissez-faire and a planned economy2. Caveat emptor: Let the buyer beware. （购者当心，指货物出门概不退换原则）I t’s a maxim of the common law expressing the rule that the buyer purchases at his peril. Implied warranties in the sale of personal property are exceptions to the rule thus expressed. The maxim is applicable to salesof real estate in respect of conditions of the premises open to observation. The doctrine of the maxim applies in its utmost vigor and strictness to judicial sales, so that the purchaser takes upon himself the risk of finding outstanding rights that could have been asserted against the parties to the proceedings and which necessarily affect the title conveyed to him.3. more aggressive laws: referring to the multitude of laws, acts and statutes enacted in the late 19th century and also in the 20th century, for instance, the Sherman Antitrust Act in 1890, the Clayton Act in 1914, the Federal Trade Commission Act, the Consumer Credit Protection Act, the Consumer Product Safety Act, the Clean Air Act, etc., to regulate business practices and protect customers and the environment, which are more forceful or threatening.merce clause: Art. 1, §8, cl. 3 of the United States Constitution which gives Congress exclusive powers to regulate commerce with foreign nations, and among the several states, and with the Indian tribes. 美国宪法商业条款5. the Supreme Court: the highest of the three-tier American federal court system. Established by the US Constitution, the Supreme Court is made up of nine justices and has both original and appellate jurisdiction. It also has the final responsibility for interpretation of the Constitution and federal statutes. 最高法院6. broad reading of the commerce clause: an interpretation of the meaning and extent of the commerce clause, which suggests an extensive scope of the commerce clause.Language Points1.With limited markets, hard-to-get supplies, and few production shortcuts, the business thathoped to survive often felt pressured into taking a fairly ruthless approach –wiping out competitors wherever opportunity permitted and taking full advantage of consumers not sufficiently wily to protect their own interests. (paragraph 1)Pay attention to the use of the verb-ing forms: wiping out competitors and taking full advantage of consumers. They are gerunds used here in apposition to the preceding noun phrase a fairly ruthless approach.2.It was not until the late 1930s that it became generally accepted by lawmakers and the courtsthat the Constitution did allow Congress fairly wide latitude in regulating commerce.(paragraph 2)Pay attention to the sentence pattern “It is/was not until … that + S + V”. It means the same as “S + do/does/did not +V + until …”. Hence, this sentence can be revised as: It didn’t become generally accepted by lawmakers and the courts until the late 1930s that the Constitution did allow Congress fairly wide latitude in regulating commerce.The pronoun it that follows the connective that is a nominal subject, standing for the real subject -- the noun clause that the Constitution did allow Congress fairly wide latitude in regulating commerce, which comes in the end of the sentence.3.Typically, business leaders insist that government interference does more harm than good.(paragraph3)Pay attention to the clause that follows the connective that. It’s a noun clause. A noun clause usually functions in the sentence as subject, object, prepositional object, or in apposition to the subject or object. There are other noun clauses in the text.4.It concluded that all other business transactions –even if their influence extended beyond astate’s boundaries –were part of intrastate commerce and, as such, beyond the reach of the federal government to regulate. (paragraph 9)Such here refers to the previous statement all other business transactions –even if their influence extended beyond a state’s boundaries –were part of intrastate commerce, and the insertion as such means because of this.5.Put simply, the current view is that the federal government can constitutionally not onlyregulate commerce that passes through or is transacted across two states, but also commerce that affects business in other states. (paragraph 10)Put simply here is a parenthetical phrase, meaning “to be put in short or to sum up”.6. Similarly, when business booms and Sharpe expands to form Northwest Cookies, a largerinterstate company, he must either abandon his crafty methods of competition or risk running afoul of federal regulations. (paragraph 11)Pay attention to the collocation risk running afoul of federal regulations. The verb risk is usually followed by a gerund or a noun. The collocation means to run the risk of getting into conflict with federal regulations.ComprehensionQuestions about the text1.What is a laissez-faire economy?2.What is the nature of government regulation of business in America?3.Why was there little room for “friendly competition” in the 19th century businesstransactions?4.Where does the government’s power to regulate bus iness mainly come from?5.What is the most satisfactory government regulation as history shows?6.What is the scope of government regulation in U.S. business?7.Was the Congress’ power to regulate business challenged in the 19th century?8.What is the difference between interstate commerce and intrastate commerce?9.What was the conflict between what the public and Congress wanted and what business andthe Supreme Court said the Constitution would allow, which went on until the late 1930s?10.What was the Supreme Court’s interpretation of the Congress’ power to regulate business inthe 19th century and what is its current position?VocabularyWrite out the word or phrase according to the explanation provided:A Ba.r________ 1. to control, direct, or to replace confusion with orderb.s________ 2. fixed or controlled by lawc.a________ 3. statement which is not supported by proof, that someone has donesomething bad or criminald.e________ 4. the gradual change and developmente.c________ 5. an agreement reached in a way that is acceptable to both sides of theconflict or lawsuitf.p________ 6. the approval of a law, statute, or act by a legislatureg.r_________ 7. the action of resolving somethingh.i________ 8. the definition or explanation of a term or clause in the statutei.a_______ 9. a method of doing something or dealing with a problemj.i_______ 10. a person who comes between two people or groups of peoples, esp. inorder to bring them into agreementk.d_______ 11. clear differencel.a_______ 12. a person who speaks for or supports an idea, way of life, etc.m.a________ 13. the settling of an argument by the decision of a person or group thathas been chosen by both sidesn.t________ 14. the doing or performing of trade, including the purchase, sale,exchanging, leasing, and distribution of commoditieso.s________ 15. having the highest position, in terms of power, importance, orinfluenceParaphraseParaphrase the following sentences from the text:1.In general, legislators and federal agencies now try to balance the ideal of the free marketplacewith less altruistic realities of human nature. (para. 3)2.Few persons want to return to the days in which consumers took their chances in a marketplacewhere profiteering was an integral part of shrewd business management; yet at the same time, almost no one favors the insufferable hovering of a government that involves itself in even the least important decisions. (para. 4)3.But this broad interpretation had little impact; since Congress left business pretty much alone todo as it wanted; the fact that the Supreme Court would permit broad regulation made little difference. (para. 8)4.But suppose Sharpe instead distributed packages of cookies to be sold in Seattle supermarkets;if Sharpe’s dubious practices are cutting into national markets, Sharpe may be charged with violating federal regulations – even though his is not a national company. (para. 11)Useful Phrases and Collocationsleave sb/sth alone, wipe out, take (full) advantage of, fall victim to sth, set the stage for, balance sth with sth else, take (one’s) chances, involve oneself in, compete with rival firms, derive (sth) from, empower sb to do sth, allow some latitude in, result in, at the heart of the issue, consider sth to be, in some way, be involved in, outlaw child labor, intervene in, beyond the reach of, bring sth in line with, be charged with, run afoul ofExercisesI. Blank fillingFill in the blanks with the proper phrases given below. Add words and/or change the form of the given words when necessary.leave sb/sth alone, take an approach, take (full) advantage of,fall victim to sth, involve oneself in, allow some latitude in,make little difference, bring sth in line with, run afoul of sth, result in1.At a time, a lot of people complained that the administrative agencies _______ ______________almost all business activities, making it hard to conduct business.2.As our country is approaching its accession to the WTO, we have to ___________________________ the international norms.3.When you open up a business in a new market, you have to ___________________.4.In the initial years of the reform and opening-up some people ______________ the loosegovernment regulation and accumulated a lot of wealth.5.In market economy companies should ___________________ running their own business.6.His own carelessness ___________ his injuries, so he couldn’t expect any remedy from theemployer.7.At a time businesspeople wanted the government _______________, but customers complainedabout the abuses as a result of lack of government regulation.8.Before Congress granted the government with regulatory power in business many customers________________ immoral business practices.9.Nowadays business managers have to study laws in order to prevent their businesses from________________ government regulations.10.Whether the government curbs smoking by levying heavier tax on tobacco or not___________________ to him as he has quit smoking.II. Error correction1.Public opinion turned decidedly against the business tycoons, and this new philosophical toneset the stage for less aggressive laws that sought to intervene in the marketplace.2.Today’s ongoing discussions about the proper amount of governmental regulation are only thelast round in a debate – and, at times, fight – that is unlikely to end.3.Business leaders insist that government interference does more harm than good, but manyworkers and citizens point to abuses of the past and present as proof of the dangers of regulated industry.4.Most observers these days agree that some form of government control is necessary, but whereand how to apply that control has always been an issue to resolve.5.Since Congress left business pretty much alone to do as it wanted, the fact that the SupremeCourt would permit broad regulation made a little difference.6.If Sharpe’s dubious practices are cutting in to national markets, he may be charged withviolating federal regulations – even though he is not a national company.7.The parties whose dispute is solved through mediation are more unlikely to be able to workconstructively within the agreement.8.Almost no one favors the insufferable hovering of a government that involves itself in even theleast momentous of decisions.9.At the heart of the issue is the debate in what constitutes interstate commerce versusintrastate commerce.10.At this point, Sharpe is probably violated only local fair-business ordinances.III. GrammarA.The following exercises are about noun clauses. Choose the most appropriate answer from theoptions provided to complete the sentences:1.The truth _______ the US is a country with rule of law is known to all of us.a. ifb. whetherc. thatd. which2.______ the customer will win the lawsuit against the seller remains a question.a. Thatb. Whetherc. Ifd. What3.______ the government should apply its regulatory power in business relationshipshas never been an easy issue to resolve.a. Whetherb. Ifc. Whyd. How4.The lawyer has not answered my question ________ I can count on some remedyfor the damage.a. whetherb. whenc. whered. why5.His success is due to _________ he had been working hard.a. thatb. the fact whichc. the fact thatd. the fact of6.Mr. Cooper looked rather depressed. Do you know ________ trouble was?a. hisb. why hisc. how hisd. what his7.When dealing in a litigious environment, you cannot take ________ approach youprefer.a. whatb. whateverc. whicheverd. whosever8._______ worries us a lot is what the world will be like in the future.a. Thatb. Whichc. Whod. What9.I’m not sure ________ the U.S. antitrust law should be enacted.a. ifb. whetherc. whend. why10.He is concerned about ________ judge will preside over the court hearing.a. whichb. whatc. whose thatB. Complete the sentences by translating the expressions in the brackets:1.The States retain the exclusive power to regulate intrastate commerce – economic activities thathave no significant effect on commerce outside their own borders, while____________________________________________________________________________ ____________________________________ ________ (联邦政府单独享有调解美国所有的涉外贸易和州际贸易活动的权力).2.Many people who favored increased regulation of business felt that the courts and legislatures_____________________________________________________________________________________________________ (不太适应处理我们所处的不断变化的环境中出现的复杂问题).3.The Federal Trade Commission Act, which created one of the most active and controversialfederal administrative agencies and _______________________________________________________________________(赋予它调解竞争性商业活动的广泛权限), is a good example of the feder al government’s extensive regulation of business.4.The large number of injuries caused by defective consumer products _________________________________________________________ (导致了国会于1972年通过了《消费品安全法》).5.The equality of the sexes is literally applied so that a law is unconstitutional when it gives towomen a protection or an advantage _____________________________________________ (而不给予从事同种工作的男子).IV. ClozeWhy Is Government Regulation Necessary?The Industrial Revolution changed the nature of American society. Before the Civil War, more than 80 percent of Americans were self-employed, and the small proprietorship was the 1________ form of business organization. Many forms of organization were objects of public 2 _ Labor unions were treated as criminal conspiracies, and even corporations were viewed with some suspicion.The 3 of corporate power and the abusive activities of the large industrial combines and trusts after the Civil War became subjects of major public concern, producing a public outcry for federal action. Congress responded by 4 the Interstate Commerce Act in 1887 and the Sherman Antitrust Act in 1890.In addition, life was becoming more 5 . New forms of human activity that presented a need for regulation were (and are today) 6 on an almost daily basis. Ever-expanding scientific knowledge also continued to increase our understanding of the effects of our behavior on each other and on the environment.This tremendous growth of government regulation, while it has no doubt produced many 7_____ social benefits, has also produced considerable public dissatisfaction. We all regularly hear complaints about government “red tape”* and bureaucratic inefficiency. Some commentators argue that the costs associated with complying with government regulations are a 8 contributor to spiraling inflation. Others complain that 9 a business is becoming more and more difficult in an environment of increasing and sometimes 10 regulations. Regulatory agencies are criticized as being inefficient and overzealous on the one hand and “captive” tools of industry on the 11.Despite current 12 disenchantment with regulation, however, it is probably fair to say that regulation is here to stay. Today, we are witnessing a “13” movement aimed at reducing numerous “friendly” regulations that in the past operated to shield some businesses from the forces of competition. In other areas, conflicting or 14_________ regulations may need to be reworked. Nonetheless, as long as the United States continues to be a highly complex and industrialized society, 15 will be an important fact of life.*red tape: forms and routines followed in official business; the protective helmet of bureaucracy.V. Translation1. In the eyes of many observers, administrative agencies like the Federal Trade Commission, theSecurities and Exchange Commission, and the Environmental Protection Agency form an unofficial fourth branch of government with the authority to enact rules and regulations (quasi-legislative power) and the power to hold hearings to determine whether those rules have been violated (quasi-judicial power).2. Every person who shall monopolize, or attempt to monopolize, or combine or conspire with anyother person or persons to monopolize any of the trade or commerce among the several states, or with foreign nations, shall be deemed guilty of a misdemeanor.3. By the middle of the 20th century, realizing that business needs had been given too muchpreferential treatment –often at the expense of consumers’ rights, consumer activists bega n to convince local, state, and federal governments to pass laws that would re-evaluate priorities and give consumers the protection they needed and deserved.4. 中国宪法明文规定：中国政府鼓励外商来华投资并依法保护外国企业和个人的合法权益。

企业对外投资国别(地区)营商环境指南英文版1. IntroductionIntroductionInvesting in foreign markets can be a strategic move for businesses seeking growth, diversification, and competitive advantage. However, navigating the complexities of different countries' (regions') business environments is crucial for success. This guide provides an overview of key factors to consider when evaluating potential investment destinations, ensuring informed decision-making and minimizing risks.2. Political Stability & GovernancePolitical Stability & GovernancePolitical stability is fundamental to a conducive business environment. Assess the host country's political climate, including government stability, democratic processes, and likelihood of civil unrest or regime change.A transparent, predictable, and corruption-resistant governance system fosters investor confidence.3. Legal & Regulatory FrameworkLegal & Regulatory FrameworkInvestigate the legal system, particularly the enforceability of contracts, property rights protection, and dispute resolution mechanisms. Understand the regulatory landscape, including sector-specific laws, licensing requirements, and compliance costs. A well-defined, consistent, and business-friendly legal framework mitigates operational uncertainties.4. Economic ConditionsEconomic ConditionsEvaluate the target country's economic health, such as GDP growth rate, inflation, exchange rate stability, and debt levels. Consider market size, consumer purchasing power, and sector-specific growth prospects. Robust economic indicators and promising sector trends indicatea fertile ground for investment.5. Market Access & CompetitionMarket Access & CompetitionAnalyze market access barriers, such as tariffs, quotas, or non-tariff measures. Study the competitive landscape, including local and international players, market concentration, and entry barriers. Favorable accessconditions and a healthy competitive environment enhance the potential for market penetration and profitability.6. Infrastructure & LogisticsInfrastructure & LogisticsAssess the quality and accessibility of transportation networks, energy supply, digital connectivity, and other essential infrastructure. Well-developed infrastructure reduces operational costs and facilitates efficient supply chain management. Additionally, examine the availability and cost of skilled labor, as a capable workforce is vital for business operations.7. Taxation & IncentivesTaxation & IncentivesFamiliarize yourself with the host country's tax regime, including corporate income tax rates, value-added tax, withholding taxes, and any double taxation treaties. Investigate available investment incentives, such as tax holidays, grants, or special economic zones. A favorable tax environment and attractive incentives can significantly impact the project's financial viability.8. Intellectual Property ProtectionIntellectual Property ProtectionStrong IP protection is crucial for businesses operating in knowledge-intensive sectors or with proprietary technologies. Evaluate the host country's IP laws, enforcement mechanisms, and track record in addressing IP infringement. Adequate IP protection safeguards your company's assets and encourages innovation.9. Environmental, Social, & Governance (ESG) FactorsEnvironmental, Social, & Governance (ESG) FactorsConsider the host country's commitment to environmental sustainability, labor standards, human rights, and anti-corruption measures. Ensure your investment aligns with your company's ESG policies and international best practices. Adhering to high ESG standards can mitigate reputational risks and foster long-term stakeholder relationships.10. Cultural Compatibility & Local PartnershipsCultural Compatibility & Local PartnersshipsUnderstanding and respecting local culture is vital for successful business integration. Cultivate relationships with potential local partners who can provide valuable market insights, facilitate regulatorycompliance, and help navigate cultural nuances. Strong local partnerships can expedite market entry and enhance overall performance.ConclusionConclusionNavigating the complexities of different countries' (regions') business environments is paramount for successful overseas investments. By diligently considering the factors outlined in this guide, companies can make informed decisions, minimize risks, and maximize the potential for profitable, sustainable growth in their chosen investment destinations.。

摘要商业判断规则(Business Judgment Rule)是美国公司法中一项极具特色的法律制度,其几乎不曾在成文法中被完整表达过,但它是美国法院提供给董事的免责的保护制度,即董事在善意的且在充分了解相关信息的情况下,为公司的最大利益做出的商业决策,即使事后看来是失误的或给公司带来了损害,法院也对做出该决策的董事给予免责的制度。

面临着现代逐渐明显的“董事会中心主义”的趋势和信息社会发展导致的董事决策的风险性的增大,探讨如何对董事决策权给予适当的保护,以鼓励企业家精神和促进社会效率,以及体现法律的公平、交易安全等法律价值,将具有积极的现实意义。

美国作为当今市场经济最发达的国家之一,其发达的公司法律制度对美国公司和整个国家经济的发展发挥着不可忽视的作用。

作为公司法尚处于年轻阶段的我国,研究美国的公司法,无疑会在很多方面得到有益的启发。

本文各章的内容结构具体如下:绪论部分,介绍现代公司法领域“董事会中心主义”的发展趋势,通过对董事和公司关系的一般法理分析突出董事会及其决策对公司发展的意义和董事决策具有风险性的特点,从而证明对董事决策给予适当保护的必要性,引出本文所介绍的商业判断规则。

文章通过对商业判断规则的概述,对商业判断规则的历史发展和基本内容进行了介绍,在对商业判断规则形成和发展的历史追寻中,主要阐述了商业判断规则的概念、与商业判断原则(Business Judgment Doctrine)的关系、判例法渊源及成文法定义和适用对象,进而着重分析了商业判断规则的构成要素问题,总结了它的法律特征。

作为一个至今仍然在案例中活跃着的规则,因为几乎没有成文法的渊源,也没有未来可预见期限内被成文法化的演进趋势,该规则松散的架构体系和不断扩充的内涵在案例中充满了生命力。

法官在案例中创制了商业判断规则,在案例的环境中继续发展和丰富它。

不在制定法中将该审查规则模式化,这是美国商业判断规则的现实状态。

在商业判断规则与相邻概念的比较中,笔者从董事的谨慎职责注意义务入手进行了研究,因为这是商业判断规则发挥作用的场合。

Unit 2 FORMS OF BUSINESS ORGANIZATIONIn today's business environment, there are three major forms of legal organization: sole proprietorship, partnership, and corporation. Before starting a business, you need to make a number of decisions. One of the decisions you have to make is the form of organization your business will take. Usually, it is recommended that owners consider the following questions before choosing their form of organization:What are the firm's goals, and what form contributes most to these goals?How much control of operations does the owner have? What are the costs and procedures of starting a given form of business?How easy will it be to raise more capital? To attract qualified employees?What is the size of the owner's liability (esp. financial responsibility) for the debts and taxes of the firm?Would the firm continue if something happened to the owner? What are the effects of the tax and regulatory laws of the form? Sole ProprietorshipsThe most common form of ownership is a sole proprietorship—that is, a business owned by one individual. In many cases, the sole proprietor also works in the firm. Of course, the proprietor always has complete responsibility for all operating decisions. The majority of sole proprietorships are found in agriculture, wholesale and retail trade, and services. The rest are found in manufacturing and other industries.Sole proprietorships have several advantages that foster their widespread use:Ease and Low Cost of Formation The sole proprietorship is the easiest of all businesses to establish. After securing (apply for and get)any licenses and permits if they are required, the owner simply begins operations. It is also the least expensive type of firm to get going. There are no agreements between parties (as there are for partnerships) and no applications for charters (as there are for corporations). Thus both time and money are conserved.All Profits to the Owner The owner of the sole proprietorship has claim to all the profits the business makes. Of course, if the business is successful, the tax collector will also get a share of them.Direct Control of the Business The proprietor is responsible for all the decisions regarding the operation of the business. It also allows the owners to be flexible and to make the changes quickly in order to meet the changing business conditions.Freedom from Government Regulation All businesses are subject to government control of their activities, but the sole proprietorship has more freedom than other businesses because its formation is not controlled by law. This freedom, however, doesn't mean that proprietorships are exempt from all the regulations of government agencies.No Special Taxation. Proprietorships aren't subject to corporate taxes, and they aren't required to pay income taxes on the profits of their activities. Instead, business profits are taxed as personal income of the owner.Several disadvantages also characterize sole proprietorships:Unstable Business Life The business will last as long as the owner wants to or is able to operate it. It may be impaired or ended by the death or disability of the owner.Difficulty in Attracting Qualified Employees Since proprietorships tend to remain small, they usually offer little potential for management development and promotion into top executive positions; they also tend to provide only limited fringe benefit s. Thus they may find it difficult to attract and keep qualified employees. Unlimited Liability The proprietorship isn't a separate legal entity. That is, the business isn't independent of its owner. Thus the owner is fully liable for all the business debts of the proprietorship---even when they exceed the owner's business assets. In the event of a lawsuit or of failure of the business, the owner can be hold personally liable (to the extent of personal assets) for all creditor claims against the business.1 / 5Difficulty in Raising Capital Given their full liability, owners may have a hard time raising capital to expend their business, because lenders worry about the possibility that the personal creditors will bring claims against business assets. To finance their businesses, sole proprietors often borrow on their life insurance, take second mortgages on their houses, withdraw money from personal savings accounts, and lower their standard of living.Limited Management Expertise The management expertise that can be focused on the problems of the business is limited to that of the owner. There is no one to look to for advice unless the owner hires a consultant.PartnershipsA partnership is an association of two or more persons to work as co-owners of a business. Partnerships are of 3 basic types: general, limited and joint venture. Each type has its own particular value and meets a different set of requirements of the owners.General partnerships are those in which all the partners share in the management and profits of the firm, co-own the assets of the firm, and can act on behalf of the firm. All partners in this type of partnership have unlimited liability for business debts and contracts.Limited partnerships are associations of one or more general partners, who have unlimited liability, and one or more (usually many more) limited partners, whose liability is limited to their capital contributions.Joint ventures are partnerships that are established to undertake a specific project or to operate for a specific amount of time. Once the project (such as building a subdivision or laying a pipeline) is completed or the period of time has come to an end, the partnership is dissolved and the profits are distributed as agreed. Joint ventures are common in the oil and gas extraction industries because the cost of exploring for oil and gas is very high. Some businesses also enter into joint ventures with foreign companies to produce autos, appliances, and other goods. For example, US-based General Motors Corporation and Toyota Motor Corporation, based in Japan, have a joint venture called New United Motor Manufacturing, Inc., created for the purpose of producing cars in California.CorporationsA corporation is an artificial being, invisible, intangible, and existing only in the law. It is an legal entity but the existence of it is separated from its owners.Corporations have a distinctive organization structure with several important components. These components are the incorporators, the stockholders, the directors, and the officers.The organizers of a corporation are known as its incorporator s, who must sign the application for a corporate charter. The incorporators also decide on the name of the corporation, its purpose, and the amount of initial shares of stock to issue. Often the incorporators are the people who started the business as a sole proprietorship or partnership.The owners of a corporation are known as its stockholders (or shareholders). Stockholders have rights to sell or transfer their ownership in the corporation (their stocks) at any time, and they can receive dividends. They are also entitled to attend annual meetings, to elect the board of directors, and to vote on a few other matters affecting the corporation, as provided (provision) in the charter and bylaws.The governing authority (administration / management) of each corporation is the board of directors. The directors are elected by the stockholders and are responsible for the overall administration of the corporation. They set major corporate policies, elect corporate officers, and generally oversee the operational and financial affairs of the corporation. In small and medium-size corporations, the stockholders are often the directors.The top-level employees of the corporation who are responsible for its day-to-day operations are the officers (or operating managers). They are elected by the board of directors, and many of them are also the members of the board and stockholders. Some of the titles are President, Chief Executive Officer, Vice-President, Treasurer, and Secretary.Corporations have several advantages over sole proprietorships and partnerships, primarily the following: Limited Liability Because of its legal standing, corporation affords its owners limited liability for the debts of the firm. That is, the liability of each stockholder for corporate debts is limited to the amount the stockholder invested in the corporation in buying shares of stock. If the corporation goes bankrupt, creditors can look only to corporate assets for satisfaction of their claims.Stability of Existence The life of corporations is unlimited. Corporations are unaffected by death, illness, and withdrawal of stockholders, directors, and officers. They continue to exit and do business unless they are deliberately dissolved or go bankrupt.Relative Ease of Obtaining Additional Capital When corporations want to raise additional funds, they sell stocks to people who have faith in their future growth and profit potential. The initial sale of stocks by a corporation is known as going public.Issue stocks (initial stocks) Go public Initial public offering Be listed / quoted on NYSE Partner in business, investigation, law firm, sex Co-operator in specific projects, right diminished Co-worker in the same organization or occupation Fellow workerColleague in the same line of work, but not necessarily the same organizationAssociate in the same organization but may play different rolesCounterpart in different organization but play similar functionsDissolve company, contract, marriage, etcDismiss students, class, meeting, etcDisassemble a car, a building, toy bricks, etc.Contribution tax, profit, income, revenue contributionDistribution profits, income, products, population distributionAllocation resources allocationonly / single / mere / sole / exclusive----adj.only---no others of the kindHe is an only child=12,900,000 He is a single child=1,930,000 He is a mere child.He is the only / single child in the family who has ever died of lung cancer.mere---no more thanHe is a mere child. He is a mere author of the book. He is merely an author of the book.He is the only author of the book. He is the sole author of the book. He is the single author of the book sole--- (of titles) not shared or (do sth) in no partnership with otherspiano / violin soloist sole child custody sole proprietorexclusive---(of right, or membership) not granted to any othersexclusive sale of tobacco or alcohol products exclusive clubconsumer / customer / client / user, etc.consumer--- one that acquires goods or services for direct use or ownership rather than for resale or use in production and manufacturing consumer goods / industrial goods3 / 5customer--- one that buys goods or services (individual or business alike)customer account=8,050,000 consumer account=247,000client--- particularly the one that buys professional services from an agent such as a legal, accounting, advertising, traveling, or real estate serviceuser--- particularly the one that buys and uses machines, equipment, devices, or chemical productscharter / licencecharter--- a document issued by a legislature, or other authority, for creating a public or private corporation, and defining its privileges and purposeslicence--- issued by authorities to allow an activity that would otherwise be forbidden. It may require proving a capability.dog license / driver's license / gun licence / hunting license / marriage license / medical license / teacher’s license / television licenseCharter and BylawSEC. 1. Purpose and Name. SEC. 2. Membership.SEC. 3. Management. SEC. 4. Powers.⏹To own, hold, manage and dispose of all Village property;⏹To make contracts;⏹To sue and be sued;⏹To borrow money from the revolving Indian Credit fund and to use it under a loan contract;⏹To enter into any business or activity that will better the condition of the Village and itsmembers;⏹To do such other things as may be necessary to carry on the business and activities of theVillage.SEC. 5. Limits to Powers.⏹Go against any law or the constitution and by-laws of the Village;⏹Sell or mortgage any land set aside as a reserve for the Village;⏹Make leases, permits or contracts any lands or waters set aside as a reserve for the VillageSEC. 6. Property of Members. SEC. 7. Records.SEC. 8. Changes in the Charter. SEC. 9. Adoption of Charter.Corporate bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation. Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors are conducted, and what officers the organization will have and a description of their duties.A common device for remembering the typical articles in bylaws is NOMOMECPA. It stands for Name,Object, Members, Officers, Meetings, Executive board, Committees, Parliamentary authority, Amendment.claim / title / ownershipclaim---a demand for something as rightful or due (business):have a claim on the damage / losses / profitsclaim your car insurance / your social security / your credit to the borrower / your lost dog / the payment due / recognition from your bosstitle---the full legal right to control and dispose of property (legal):Have / hold title to the property / the real estate / the assetSummery:1. How to classify and generalize⏹In today's business environment, there are 3 major forms of legal organization: soleproprietorship, partnership, and corporation.⏹Partnerships are of 3 basic types: general, limited and joint venture.⏹Corporations have a distinctive organization structure with several important components. Thesecomponents are the incorporators, the stockholders, the directors, and the officers.⏹Mergers may be done in different ways. If……., the merge is a horizontal merger. If…………, t hemerger is called vertical merger. Finally, if……….., the merged company is often calledconglomerate.2.How to organize information by listingSole proprietorships have several advantages that foster their widespread use:Ease and Low Cost of Formation All Profits to the OwnerDirect Control of the Business Freedom from Government Regulation No Special Taxation.[文档可能无法思考全面，请浏览后下载，另外祝您生活愉快，工作顺利，万事如意!]5 / 5。

relationship betwee n Government and busine ss. T he wo se ssions, General Se cretary of Pro, clear the wor d succinctly summarized t he new relationship betwee n Gov ernment a nd business, as pure politi cs, resha ping the political relationship specified i n the directi on. District le aders i n handling political and busi ness relations, engage in tradi ng power for money, and finallystumbl ed, we a lesson, always kee p in mind that Pro, cl ean pra cticing Pro, clear. Pr o is to open a sincere engagement wit h private enterprise t o help solve practical difficulties; Clear is to clarify the Division of pow er, exercised i n accordance with, private e nt repre neurs with i nnoce nt purity, not abusi ng power for per sonal gain, not to engage in tra ding power for money. Third, in order t o maintain fairness and justice. Fairness and justice i s the lifeline of the rule of law, is t he be st development environme nt. Currentl y, lax law enforcement a nd t he judicial sector in our regi on al so exist t o varying degrees, la wenforcement departments a nd individual window units power for persona l gains and bribes, thick friends, relations, human cases, money cases in which seriously infringe on the legitimate rights and i nterests of enterpri ses and pe ople. Especially some law e nforcement and inspe ction for profit purpose s, deliberately looking for cor porate loophol es, found dire ctly under the ti cket does not give business impr ovement opportunities. We re cruit a company doesn't easily, cultivati ng a business more difficult, never for personal gai n, systemati c harassment, card, last checked to check to get the enter prise collapse d. og uarantee t he legitimate rig hts a nd interests. Al ways procee d from the overall situati on of reform and devel opment of services, fully consider the chara cteristics of pr oduction a nd management i n non-public enterprises and social benefits, an a ccurate grasp of legal limits, protect the enthusia sm of entre preneurs a nd practitioners in innovation and e ntrepre neurship, enhancing expectations a nd confi dence. To promote strict enforcement. Strengthening law enforcement procedures, impr ove law enforcement performance evaluation, strengthening the supervi sion of law e nforcement, explorati on and practice of risk control mechanism of lawe nforcement to further standardize the social security, urba n management, road trafficadmi nistrative law enfor cement, effectively free, extensive law-enfor cement and lax enforcement of law enforcement and ot her issues. o uphol d justi ce. Justice is the last li ne of Defe nse to safeguard fairne ss a nd justice, to unequivocall y support the courts and procuratorates independently exerci se level ... Judicial activities were rampa nt, must not be allowe d to run, favors, money, must not be allowed to knowingly violate the miscarriage,vi olations of the l egitimate rights and interests of the masses must not be allowed to a buse of power, to make forest mass ca n be felt in every judicial cases i n equity and justice. Four todee pen grass-r ootsgovernance according to law【标题】１９８２年联合国海洋法公约(附英文)【分类】国际海事【时效性】有效【颁布时间】1982.12.10【实施时间】1982.12.10【发布部门】蒙特哥湾目录第Ⅰ部分用语和范围第Ⅱ部分领海和毗连区第１节一般规定第２节领海的界限第３节领海的无害通过第４节毗连区第Ⅲ部分用于国际航行的海峡第１节一般规定Grass-roots g overna nce according to law i s an importa nt foundation for pr omoting the constr uction of rule of la w, but also the most ba sic development e nvironment. Despite my good social order in General, but there are law-a biding consciousness, social order i s not standard, regardless of faith, Twining visit visit and other outstanding problems. We want t o actively promote the f ield of multi-level governa nceaccor ding to law, promote the continuous improvement of the socia l environment. o promote universal compliance. Actively foster the rule of law culture, carry out law publicity and e ducation on honesty a ndtr ustworthine ss, guide the masse s and consciously abi de by t he law, failing to find method, problem-solving method, method of graduallycha nging the world, he is not l ooking for but some湯?unspoken rule s, formed all law lawabide by t he good atmosphere. To strengthe n the comprehensive ma nagement of public security. Deepening peace xingan constr uction, stronglyagainst viole nce crime, mafia and serious criminal offences, to protect the legitimate rights a nd interests of citizens, legal persons, carry out criminal policy of temper justice with mercy, the maximum stimulating social vitality, and earnestly safeguard social harmony and stabilit y. To resolve social confli cts by law. To further sm ooth channels of reporting soci al conditi ons and public opi nion, improving regulati on, arbitration, as well a s dispute resolutionme cha nisms, implement f ully the petitioners ' ca ses hir d-party hearings and supervising system of letters and calls, and to resolve the involved law lawsuit into the orbit of rule of law, vexatious, Twini ng visit visit, distur bing social order and other mali cious extortion, resolutely crack dow n. Five, impr oving cadres Vitale, provide str ongpr otection for forest developme nt XI General Secretary stressed that the com prehe nsive revitaliza tion in Northeast China, needs a high quality, solid style, cadres of the dare to play. Cadre cadres is a pledge, shouldwant to do work and able to do good, enthusiasm is paramount. Treat party ca dres, it is necessary to Strict management, and warm care, enable the br oad masses of cadres work har d work, this is tw o parallelprinciple s. In strict accor dance with the sta ndard s of good cadres selecti on and a ppoint ment, the real officer s, dare officers, those who wa nt to play, good as excellent cadre s at all levels of lea dership in the past. At present, some l eadi ng cadres work i nitiative is not high, beyond politi cal, idle, lazy governa nce g overna nce, not a s, slow, messy and a phenomenon still exist t o varying de grees, affected and restricted economic and social development. We must mobilize the enthusiasm of ca dres as an urgent task, adhere to combination of incentives and constraints, and adhere to the strict management and warm care, practi cal solutionor the officers not to problem, m otivate cadres and better lead the masses to an undertaking, t he ca dres and create t he new achievement i n a dare to play, em, accurate pulseprobl dentify the s as new. To igood at showrelationship betwee n Government and busine ss. T he wo se ssions, General Se cretary of Pro, clear the wor d succinctly sum marized t he new relationship betwee n Gov ernment a nd business, as pure politi cs, resha ping the political relationship specified in the direction. District leaders i n handling political and busi ness relations, engage in tradi ng power for money, and finally stumbl ed, we a lesson, always kee p in mind that Pro, cl ean pra cticing Pro, clear. Pro is to open a sincere engagement wit h private enterprise t o help solve practical difficulties; Clear is to clarify the Division of pow er, exercised i n accordance with, private entrepre neurs with i nnoce nt purity, not abusi ng power forper sonal gain, not to e ngage in trading power for money. Third, in order t o maintain fairness and justice. Fairness and justice i s the lifeline of the rule of law, is t he be st development environme nt. Currentl y, lax law enforcement a nd t he judicial sector in our regi on al so exist t o varying degrees, la wenforcement departments a nd individual window units power for persona l gains and bribes, thick friends, relations, human cases, money cases i n which seriously infringe on the legitimate rights and i nterests of enterpri ses and people. Especially some lawe nforcement and inspection for pr ofit purpose s, deliberately looking for cor porate loophol es, found directly under the ti cket does not give business improvement opportunities. We re cruit a company doesn't easily, cultivati ng a busines s more difficult, never for personal gain, systematic harassment, card, last checked to check to get the enter prise collapse d. o guarantee t he legitimate rig hts a nd i nterests. Always procee d from the overall situati on of reform and devel opment ofservi ces, f ully consider the chara cteristics of pr oduction a nd management i n non-public enterprises and social benefits, an a ccurate grasp of legal limits, protect the enthusia sm of entre preneurs a nd practitioners in innovation and e ntrepre neurship,enhancing expectations a nd confi dence. To promote strict enforcement. Strengthening law enforcement procedures, impr ove law enforcement performance evaluation, strengthening the supervi sion of lawe nforcement, explorati on and practice of risk control mechanism of law e nforcement to further standardize the social security, urba n management, road traffic admi nistrative law enfor cement, effectively free, extensive law-enfor cement and lax enforcement of law enforcement and ot her issues. o uphol d justi ce. Justice is the last li ne of Defense to safeguard fairne ss a nd justice, to unequivocall y support the courts and procuratorates independently exercise level ... Judi cial activities were rampant, must not be allowe d to run, favors, money,must not be allowed to knowingly violate the miscarriage, vi olations of the l egitimate rights and interests of the masses must not be allowed to a buse of power, to make forest mass ca n be felt in every judicial cases in equity and justice. Four to dee pen grass-r ootsgovernance according to law第２节过境通行第３节无害通过第Ⅳ部分群岛国第Ⅴ部分专属经济区第Ⅵ部分大陆架第Ⅶ部分公海第１节一般规定第２节公海生物资源的养护和管理第Ⅷ部分岛屿制度第Ⅸ部分闭海或半闭海第Ⅹ部分内陆国出入海洋的权利和过境自由第Ⅺ部分“区域”第１节一般规定第２节支配“区域”的原则第３节“区域”内资源的开发Grass-roots governance a ccording to law is a n important foundation for promoting the construction of rule of law, but al so the most basic development environment. Despite my good social order in General, butthere are law-a biding consciousness, social order is not standard, regardless of faith, Twining visit visit and other outstanding problems. We want to actively promote the f ield of multi-level governance according to law, pr omote the continuous improvement of the sociale nvironment. To pr omote universal compliance. Actively foster the r ule of law culture, carry out law publicity a nd educati on on honesty andtr ustworthiness, guide the masses and consci ously abi de by the law, failing to find method, problem-solving method, method of gradually changi ng the worl d, he is not looking for but some one %unspoken r ules, formed all law law, abide by the good atmosphere. o strengthen the comprehensive ma nagement of public securit y. Dee pening peace xi ngan constr uction, str onglyshould dres is a pledge, dare to pla y. Cadre cation in Northeast China, needs a high quality, solid styl e, ca dres of the ssed t ive, improvi nd other malici ous extortion, resol utely crack down. Fng cadres Vitale, provide strong prote ction for forest development XI Ge neral Secretary stre hat the comprehensive revitalizang visit visit, disturhe orsing system of letters a nt fully the s well as nion, improvi ons a ooth ony and stability. social vitality, acarry out criminal he legitimate rights and interestcrime, mafia and against viole nce serious criminal offences, to protect ts of citizens, legal persons, policy of temper justice with mercy, the maximum stimulating nd ear nestly safeguar d social harm To resolve social confli cts by law. To further sm channels of reporting social conditi nd public opi ng regulati on, ar bitration, a dispute resoluti on mechani sms, implemepetitioners ' cases hird-party heari ngs and supervind calls, and to resolve the involved law lawsuit into tbit of rule of la w, vexatious,Twini bing social order adare to play,w achievement in a dres and create t he ne, the cas to an cadres and better leas not to prctical soluti ct management and and combi s an urgenthusiasm c and social development. We m grees, affected and restricted non still exist to varyince, not as, sl, idle high, ork initiative iding st. At preseof leadership ient ca ho wament, the real officers, dare officernd a lectids of good cah the sta ciples. In strict a s two parallhard woad masses of ca nable tcessary to Strict manageme husiasm is param want to do work and able to do good, entount. Treat party cadres, it is nent, and warm care, ehe br dres work ork, this iel princcordancewit ndardres seon a ppoint s, those w nt to play, good as excell dres at all levels n the pant, some lea cadres ws not beyond political, lazy governance governaow, messy and a phenome ng deeconomiust mobilize the eof cadres a nt task, adhere to nation of incentives a constraints, a dhere to the strind warm care, pra onor the officer oblem, motivate d the masseundertaking2em, accurate pulseprobl dentify the s as new. To igood at showrelationship betwee n Government and busine ss. T he wo se ssions, General Se cretary of Pro, clear the wor d succinctly summarized the new relationship betwee n Gov ernment a nd business, as pure politi cs, resha ping the political relationship specified i n the direction. District leaders i n handling political and busi ness relations, engage in tradi ng power for money, and finally stumbl ed, we a lesson, always kee p in mind that Pro, cl ean pra cticing Pro, clear. Pr o is to open a sincere engagementwit h private enterprise t o help solve practical difficulties; Clear is to clarify the Division of pow er, exercised i n accor dancewit h, private entrepre neurs with i nnoce nt purity, not abusi ng power for per sonal gain, not to engage in tra ding power for money. Third, in order t o maintain fairness and justice. Fairness and justice i s the lifeline of the rule of law, is t he be st development environme nt. Currentl y, lax law enforcement a nd t he judicial sector in our regi on al so exist t o varying degrees, la wenforcement departments a nd individual window units power for persona l gains and bribes, thick friends, relations, human cases, money cas es i n which seriously infringe on the legitimate rights and i nterests of enterpri ses and pe ople. Especially some law enforcem ent and inspection for pr ofit purpose s, deliberately looking for cor porate loophol es, found dire ctly under theti cket does not give business improvement opportunities. We re cruit a company doesn't easily, cultivati ng a business more difficult, never for personal gai n, systematic harassment, card, last checked to check to get the enter prise collapse d. og uarantee t he legitimate right s a nd i nterests. Always procee d from the overall situati on of reform and devel opment of services, fully consider the characteristics of production a nd management i n non-public enterprises and social benefits, an a ccurate grasp of legal limits, protect the enthusia sm of entre preneurs a nd practitioners in innovation and e ntrepre neurship, enhancing expectations a nd confi dence. To pr omote stri ct enforcement. Strengthening law enforcement procedures, impr ove law enforcement performance evaluation, strengthening the supervi sion of law e nforcement, explorati on and practice of risk control mechanism of law e nforcement to further standardize the social security, urba n management, road trafficadmi nistrative law enfor cement, effectively free, extensive law-enfor cement and lax enforcement of law enforcement andot her issues. o uphol d justi ce. Justice is the last li ne of Defe nse to safeguard fairne ss a nd justice, to unequivocall y support the courts and procuratorates independently exerci se level ... Judicial a ctivities were rampa nt, must not be allowe d to run, favors, money, must not be allowed to knowingly violate the miscarriage, violations of the legitimate rights and interests of the masses must not be allowed to a buse of power, to make forest mass ca n be felt in every judicial cases in equity and justice. Four todee pen grass-r ootsgovernance according to law第４节管理局第５节争端的解决和咨询意见第Ⅻ部分海洋环境的保护和保全第１节一般规定第２节全球性和区域性合作第３节技术援助第４节监测和环境评价第５节防止、减少和控制海洋环境污染的国际规则和国内立法第６节执行第７节保障办法第８节冰封区域第９节责任第１０节主权豁免第１１节关于保护和保全海洋环境的其他公约所规定的义务第ＸＩＩＩ部分海洋科学研究Grass-roots governance a ccording to law is a n important foundation for promoting the construction of rule of law, but al so the most basic development environment. Despite my good social order in General, but there are law-a biding consciousness, social order is not standard, regardless of faith, Twining visit visit and other outstanding problems. We want to actively promote t he field of multi-level governance according to law, pr omote the continuous improvement of the sociale nvironment. To pr omote universal compliance. Actively foster the r ule of law culture, carry out law publicity a nd educati on on honesty andtr ustworthiness, guide the masses and consci ously abide by the law, failing to find method, problem-solving method, method of gradually changi ng the worl d, he is not looking for but someone %unspoken rules, formed all law law, abide by the good atmosphere. o strengthen t he comprehensive management of public securit y. Dee pe ning peace xingan constr uction, str onglyshould dres is a pledge, dare to play. Ca dre cation in Northeast China, needs a high quality, solid styl e, cadres of the hat the compre ng cadre nd other malicious extortion, resol utely crack down. Five, improvis Vitale, provide strong prote ction for forestdevelopment XI General Secretary stre ssed thensive revitaliza bing social bit of rule of la nd calpetitioners ' cases hirddispute resoluti ng regulati nd cha To resolve social nd earcy of temper justice wit ns, legal nal offences, to against viole nce crime, mafia and serious crimiprotect t he legitimate rights and interest s of citizepersons, carry out criminal polih mercy, the maximumstim ulating social vitality, anestly safeguar d social harm ony and stability. confli cts by law. To further sm ooth nnels of reporting social conditi ons a public opi nion, improvi on, ar bitration, as well as on mechanisms, impleme nt fully the -party heari ngs and supervising system of letters als, and to resolve the involved law lawsuit into the or w, vexatious, Twining visit visit, distur order adare to play,w achievement in a dres and create t he ne, the cas to an cadres and better lea s not to prctical soluti ct management and and combis an urge nthusiasm c and social development. We m grees, affected and restricted ist to varyi, messy and a phenomence, not as, sl, idle high, ork initiative i ding st. At preseof leadership ient ca ho wament, the real officers, dare officernd a lecti ds of good ca h the sta el principles. In strict a ork, this idres work he brnt, and warm care, eount. Treat party cadres, it is nee to do good, entwant to do work and abl husiasm is param cessary to Strict managemenable t oad masses of cahard w s twoparall ccordance wit ndardres seon a ppoint s, those w nt to play, good as excelldres at all levels n the pant, some lea cadres ws not beyond political, lazy governance governaow non still exng deeconomiust mobilize the eof cadres a nt task, adhere to nation of incentives a constraints, a dhere to the strind warm care, pra onor the officer oblem, motivate d the masseundertaking3em, accurate pulseprobl dentify the s as new. To igood at showrelationship betwee n Government and busine ss. T he wo se ssions, General Se cretary of Pro, clear the wor d succinctlysum marized t he new relationship betwee n Gov ernment a nd business, as pure politi cs, resha ping the political relationship specified in the direction. District leaders i n handling political and busi ness relations, engage in tradi ng power for money, and finally stumbl ed, we a lesson, always kee p in mind that Pro, cl ean pra cticing Pro, clear. Pro is to open a sincere engagementwit h private enterprise t o help solve practical difficulties; Clear is to clarify the Division of pow er, exercised i n accordance with, private entrepre neurs with i nnoce nt purity, not abusi ng power for per sonal gain, not to e ngage in trading power for money. Third, in order t o maintain fairness and justice. Fairness and justice i s the lifeline of the rule of law, is t he be st development environme nt. Currentl y, lax law enforcement a nd t he judicial sector in our regi on al so exist t o varying degrees, la wenforcement departments a nd individual window units power for persona l gains and bribes, thick friends, relations, human cases, money cases i n which seriously infringe on the legitimate rights and i nterests of enterpri ses and people. Especially some law e nforcement and inspection for pr ofit purpose s, deliberately looking for cor porate loophol es, found directly under theti cket does not give business improvement opportunities. We re cruit a company doesn't easily, cultivati ng a busines s more difficult, never for personal gain, systematic harassment, card, last checked to check to get the enter prise collapse d. o guarantee t he legitimate rig hts a nd i nterests. Always procee d from the overall situati on of reform and devel opment of servi ces, f ully consider the chara cteristics of pr oduction a nd management i n non-public enterprises and social benefits, an a ccurate grasp of legal limits, protect the enthusia sm of entre preneurs a nd practitioners in innovation and e ntrepre neurship, enhancing expectations a nd confi dence. To promote strict enforcement. Strengthening law enforcement procedures, impr ove law enforcement performance evaluation, strengthening the supervi sion of law e nforcement, explorati on and practice of risk control mechanism of law e nforcement to further standardize the social security, urba n management, road trafficadmi nistrative law enfor cement, effectively free, extensive law-enfor cement and lax enforcement of law enforcement andot her issues. o uphol d justi ce. Justice is the last li ne of Defense to safeguard fairne ss a nd justice, to unequivocall y support the courts and procuratorates independently exercise level ... Judi cial activities were rampant, must not be allowe d to run, favors, money, must not be allowed to knowingly violate the miscarriage, vi olations of the l egitimate rights and interests of the masses must not be allowed to a buse of power, to make forest mass ca n be felt in every judicial cases in equity and justice. Four todee pen grass-r ootsgovernance according to law第１节一般规定第２节国际合作第３节海洋科学研究的进行和促进第４节海洋环境中科学研究设施或装备第５节责任第６节争端的解决和临时措施第ＸＩＶ部分海洋技术的发展和转让第１节一般规定第２节国际合作第３节国家和区域性海洋科学和技术中心第４节国际组织间的合作第ＸＶ部分争端的解决第１节一般规定第２节导致有拘束力裁判的强制程序第３节适用第２节的限制和例外Grass-roots governance a ccording to law is a n important foundation for promoting the construction of rule of law, but al so the most basic development environment. Despite my good social order in General, but there are law-a biding consciousness, social order is not standard, regardless of faith, Twining visit visit and other outstanding problems. We want to actively promote the f ield of multi-level governance according to law, pr omote the continuous improvement of the sociale nvironment. To pr omote universal compliance. Actively foster the r ule of law culture, carry out law publicity a nd educati on on honesty andtr ustworthiness, guide the masses and consci ously abi de by the law, failing to find method, problem-solving method, method of gradually changi ng the worl d, he is not looking for but some one %unspoken r ules, formed all law law, abide by the good atmosphere. o strengthen the comprehensive ma nagement of public securit y. Dee pening peace xi ngan constr uction, str onglyshould dres is a pledge, dare to pla y. Cadre cation in Northeast China, needs a high quality, solid styl e, ca dres of the ssed t ive, improvi nd other malici ous extortion, resol utely crack down. Fng cadres Vitale, provide strong prote ction for forestdevelopment XI Ge neral Secretary stre hat the comprehensive revitalizang visit visit, disturhe orsing system of letters a nt fully the s well as nion, improvi ons a ooth ony and stability. social vitality, acarry out criminal he legitimate rights and interestcrime, mafia and against viole nce serious criminal offences, to protect ts of citizens, legal persons, policy of temper justice with mercy, the maximum stimulating nd ear nestly safeguar d social harm To resolve social confli cts by law. To further sm channels of reporting social conditi nd public opi ng regulati on, ar bitration, a dispute resoluti on mechani sms, implemepetitioners ' cases hird-party heari ngs and supervind calls, and to resolve the involved law lawsuit into tbit of rule of la w, vexatious,Twini bing social order adare to play,w achievement in a dres and create t he ne, the cas to an cadres and better leas not to prctical soluti ct management and and combi s an urgenthusiasm c and social development. We m grees, affected and restricted non still exist to varyince, not as, sl, idle high, ork initiative iding st. At preseof leadership ient ca ho wament, the real officers, dare officernd a lectids of good cah the sta ciples. In strict a s two parallhard woad masses of ca nable tcessary to Strict manageme husiasm is param want to do work and able to do good, entount. Treat party cadres, it is nent, and warm care, ehe br dres work ork, this iel princcordancewit ndardres seon a ppoint s, those w nt to play, good as excell dres at all levels n the pant, some lea cadres ws not beyond political, lazy governance governaow, messy and a phenome ng deeconomiust mobilize the eof cadres a nt task, adhere to nation of incentives a constraints, a dhere to the strind warm care, pra onor the officer oblem, motivate d the masseundertaking4em, accurate pulseprobl dentify the s as new. To igood at showrelationship betwee n Government and busine ss. T he wo se ssions, General Se cretary of Pro, clear the wor d succinctly summarized the new relationship betwee n Gov ernment a nd business, as pure politi cs, resha ping the political relationship specified i n the direction. District leaders i n handling political and busi ness relations, engage in tradi ng power for money, and finally stumbl ed, we a lesson, always kee p in mind that Pro, cl ean pra cticing Pro, clear. Pr o is to open a sincere engagementwit h private enterprise t o help solve practical difficulties; Clear is to clarify the Division of pow er, exercised i n accor dancewit h, private entrepre neurs with i nnoce nt purity, not abusi ng power for per sonal gain, not to engage in tra ding power for money. Third, in order t o maintain fairness and justice. Fairness and justice i s the lifeline of the rule of law, is t he be st development environme nt. Currentl y, lax law enforcement a nd t he judicial sector in our regi on al so exist t o varying degrees, la wenforcement departments a nd individual window units power for persona l gains and bribes, thick friends, relations, human cases, money cas es i n which seriously infringe on the legitimate rights and i nterests of enterpri ses and pe ople. Especially some law enforcem ent and inspection for pr ofit purpose s, deliberately looking for cor porate loophol es, found dire ctly under theti cket does not give business improvement opportunities. We re cruit a company doesn't easily, cultivati ng a business more difficult, never for personal gai n, systematic harassment, card, last checked to check to get the enter prise collapse d. og uarantee t he legitimate right s a nd i nterests. Always procee d from the overall situati on of reform and devel opment of services, fully consider the characteristics of production a nd management i n non-public enterprises and social benefits, an a ccurate grasp of legal limits, protect the enthusia sm of entre preneurs a nd practitioners in innovation and e ntrepre neurship, enhancing expectations a nd confi dence. To pr omote stri ct enforcement. Strengthening law enforcement procedures, impr ove law enforcement performance evaluation, strengthening the supervi sion of law e nforcement, explorati on and practice of risk control mechanism of law e nforcement to further standardize the social security, urba n management, road trafficadmi nistrative law enfor cement, effectively free, extensive law-enfor cement and lax enforcement of law enforcement andot her issues. o uphol d justi ce. Justice is the last li ne of Defe nse to safeguard fairne ss a nd justice, to unequivocall y support the courts and procuratorates independently exerci se level ... Judicial a ctivities were rampa nt, must not be allowe d to run, favors, money, must not be allowed to knowingly violate the miscarriage, violations of the legitimate rights and interests of the masses must not be allowed to a buse of power, to make forest mass ca n be felt in every judicial cases in equity and justice. Four todee pen grass-r ootsgovernance according to law第ＸＶＩ部分一般规定第ＸＶＩＩ部分最后条款附件Ⅰ高度回游鱼类（略）附件Ⅱ大陆架界限委员会探矿、勘探和开发的基本条件附件Ⅲ企业部章程附件Ⅳ调解附件Ⅴ按照第ＸＶ部分第１节的调解程序第１节按照第ＸＶ部分第３节提交的强制调解程序第２节国际海洋法法庭规约附件Ⅵ。

有限责任英语一、“有限责任”英语：limited liability二、英语释义- Liability that is restricted in amount to a sum fixed by a contract or by statute. （一种责任，其金额被合同或法规限定为一个固定的数额。

）三、短语1. limited liabilitypany (LLC) 有限责任公司2. limited liability partnership (LLP) 有限责任合伙四、单词1. limited- 用法：- 作形容词，可修饰名词，表示“有限的；被限制的”。

例如：a limited number of tickets（有限数量的票）。

- 常用于一些固定搭配，如be limited to（被限制在……范围内）。

- 双语例句：- The options are limited.（选择是有限的。

）- Our time is very limited.（我们的时间非常有限。

）2. liability- 用法：- 作名词，意思是“责任；债务；倾向”。

当表示“责任”时，是不可数名词；表示“负债”时，常用复数形式liabilities。

例如：liability for damages（损害赔偿责任）；Thepany has huge liabilities.（这家公司有巨额负债。

）- 双语例句：- He accepted liability for the accident.（他承认对这起事故负有责任。

）- Thepany's liabilities exceed its assets.（这家公司的负债超过其资产。

）五、更多关于“limited liability”的双语例句1. One of the main advantages of a limited liabilitypany is that the shareholders' liability is limited.- 有限责任公司的主要优点之一是股东的责任是有限的。

企业对外投资国别营商环境指南英文版Guide to Business Environment in Foreign Investment Countries for Enterprises1. IntroductionWhen expanding their operations internationally, enterprises must carefully consider the business environment of thecountries they are planning to invest in. A favorable business environment can significantly impact the success andprofitability of a foreign investment. This guide aims to provide enterprises with in-depth information on the business environment of different countries to help them make informed decisions when investing abroad.2. Factors to ConsiderThere are several key factors that enterprises should consider when evaluating the business environment of a foreign investment country:- Political Stability: A stable political environment is essential for business operations to thrive. Politicalinstability can lead to uncertainty and disruption, which can negatively impact investments.- Economic System: Understanding the economic system of a country, including its policies on trade, taxation, and regulations, is crucial for enterprises looking to invest abroad.- Legal System: The legal system of a country plays a keyrole in protecting the rights of foreign investors. Enterprises should carefully review the legal framework of a country before making any investments.- Labor Market: The availability of skilled labor, labor costs, and labor regulations are important factors to consider when investing abroad. Enterprises should evaluate the labor market of a country to ensure they can meet their staffing needs.3. Country ProfilesThis guide provides detailed country profiles for several popular investment destinations, including:- China: China is the world's second-largest economy and offers significant market potential for foreign investors. However, the country's regulatory hurdles, intellectual property concerns, and political risks should be carefully considered.- India: India's growing economy and large consumer base make it an attractive investment destination. However, bureaucratic red tape, infrastructure challenges, and corruption are key concerns for foreign investors.- Germany: Germany is known for its strong economic performance, skilled workforce, and stable political environment. However, high labor costs and stringent regulations can be barriers to entry for foreign investors.4. Conclusion。

营商环境business environmentChina on Sunday unveiled plans to further improve its business environment, and began to solicit public opinion on how to proceed. The draft, published by the National Development and Reform Commission(NDRC), aims at accelerating the creation of a stable, fair, transparent and predictable business environment and stimulate market vitality and the creative power of the whole society.周日，中国公布了进一步改善营商环境的计划，并开始就如何开展这项工作征求公众意见。

由国家发改委发布的这个草案，旨在加快营造稳定、公平、透明、可预见的营商环境，激发市场活力和全社会的创造力。

solicit [səˈlisit] v.If you solicit money, help, support, or an opinion from someone, you ask them for it.He's already solicited their support on health care reform.他已就医疗改革问题请求他们的支持。

No tuition was charged by the school, which solicited contributions from the society's members.学校不收学费，所需资金向协会会员募集。

solicit [səˈlisit] v.When prostitutes solicit, they offer to have sex with people in return for money.Prostitutes were forbidden to solicit on public roads and in public places.禁止妓女在马路上和公共场所公然拉客。

什么是商业道德英语作文Business Ethics。

In today's highly competitive and globalized business environment, ethical conduct is of utmost importance. Business ethics refers to the moral principles and values that guide the behavior and decision-making of individuals and organizations in the business world. It encompasses a range of issues such as honesty, integrity, fairness, and social responsibility. In this essay, we will explore the concept of business ethics and its significance in the modern business landscape.Firstly, business ethics plays a crucial role in building trust and maintaining good relationships with stakeholders. Whether it is customers, employees, suppliers, or investors, ethical behavior fosters trust and confidence. When a company is known for its ethical practices, it attracts loyal customers who believe in its values. Employees are more likely to be motivated and committed to an organization that upholds ethical standards. Suppliers and investors are also more inclined to engage with a company that demonstrates integrity. Therefore, business ethics is not only morally right but also beneficial for long-term success.Secondly, business ethics contributes to a positive corporate image and reputation. In today's age of social media and instant communication, news of unethical behavior spreads rapidly and can cause irreparable damage to a company's reputation. On the other hand, organizations that prioritize ethical conduct are seen as trustworthy and reliable. A strong reputation for ethical behavior can attract top talent, business partners, and customers, leading to increased competitiveness and sustainability.Moreover, business ethics is closely linked to legal compliance. While ethics and law are not synonymous, they are interconnected. Laws provide a basic framework for ethical behavior, but ethical conduct often goes beyond legal requirements. Adhering to ethical standards can prevent legal issues and potential lawsuits. Companies that prioritize business ethics are more likely to avoid scandals, fines, and reputational damage associated with legal violations.Furthermore, business ethics extends beyond the organization's internal operations to its impact on society and the environment. Social responsibility is an integral part of business ethics, requiring companies to consider the interests of various stakeholders and contribute positively to the community. Ethical businesses strive to minimize their environmental footprint, promote diversity and inclusion, and support local communities through philanthropy and volunteerism. By doing so, they not only fulfill their moral obligations but also enhance their brand value and attract socially conscious customers.In conclusion, business ethics is a fundamental aspect of modern business. It is not only about following the law but also about doing what is morally right. By upholding ethical standards, businesses can build trust, maintain a positive reputation, and contribute to the well-being of society. In today's competitive landscape, ethical conduct is not just a choice but a necessity for long-term success. As individuals and organizations, we must strive to integrate business ethics into our decision-making processes and actions, ensuring a sustainable and responsible business environment.。

商业道德的作文英语Business ethics refers to the moral principles and standards that guide behavior in the world of business. It encompasses all aspects of business conduct and is relevant to the conduct of individuals and entire organizations. The importance of business ethics cannot be overstated in today's interconnected and globalized economy, where decisions made by businesses can have far-reaching consequences on stakeholders, communities, and the environment.Ethical behavior in business starts with integrity. Integrity means being honest and having strong moral principles. It involves adhering to ethical standards even when it may not be the most profitable or convenient option. Trust forms the foundation of business relationships, and integrity is crucial for building and maintaining that trust.Transparency is another key aspect of business ethics. Transparent businesses operate openly and honestly, providing clear information to stakeholders about their practices, performance, and decision-making processes. This transparency fosters trust and accountability and reduces the likelihood of unethical behavior.Fairness and justice are fundamental principles of business ethics. Fairness involves treating all individuals and groups impartially and without favoritism or discrimination. It means ensuring equal opportunities for all stakeholders, including employees, customers, suppliers, and the community. Justice, on the other hand, entails making decisions that are morally right and just, considering the rights and interests of all parties involved.Respect for stakeholders' rights and dignity is essential in business ethics. This includes respecting the rights of employees, such as fair wages, safe working conditions, andopportunities for advancement. It also involves respecting the rights of customers to receive safe and reliable products or services and to be treated fairly. Suppliers and partners should be treated with respect and fairness in all business dealings.Corporate social responsibility (CSR) is a conceptclosely related to business ethics. CSR refers to abusiness's commitment to contributing positively to society and minimizing its negative impacts. This involves not only complying with laws and regulations but also going beyond legal requirements to address societal and environmental issues. CSR initiatives may include philanthropy, environmental sustainability efforts, ethical sourcing practices, and community engagement programs.Ethical leadership plays a crucial role in promoting and upholding business ethics. Leaders set the tone for ethical behavior within an organization by demonstrating integrity,making ethical decisions, and holding others accountable for their actions. Ethical leaders prioritize the long-term interests of stakeholders over short-term gains and serve as role models for ethical conduct.Ethical dilemmas are common in business, where competing interests and values may conflict. Resolving these dilemmas requires careful consideration of ethical principles, potential consequences, and the interests of stakeholders. Ethical decision-making frameworks, such as utilitarianism, deontology, and virtue ethics, provide guidance for evaluating ethical issues and making principled decisions.In conclusion, business ethics is essential for creating a sustainable and responsible business environment. It guides behavior, promotes trust and transparency, ensures fairness and justice, respects stakeholders' rights, and encourages corporate social responsibility. Ethical business practices not only benefit stakeholders and society but also contributeto long-term business success and sustainability. By embracing ethical principles and integrating them into everyday business operations, organizations can build trust, mitigate risks, and create value for all stakeholders.。

OfferOffer – firm promise to do something or refrain from doing something in exchange for a promise with intention that it shall become binding on acceptanceOffer may be described as the indication by one person to another of his willingness to enter into a contract with him on certain terms.In understanding the concept of offer it is necessary to distinguish between making:⏹An offer and merely indicating a possible course of future conduct⏹An offer and an invitation to treat; and⏹An offer and conduct that is merely part of the negotiations.At the time of formation of a bilateral contract, the obligations of both parties are to be performed. In other words, in a bilateral contract, the obligations of both parties are executory at the time of formation. In the case of a unilateral contract, the obligations of one party (the offeree) are executed at the time of formation while the obligations of the other party ( the offeror ) are executory. P252An offer can lead to a binding agreement only if the offer identifies the terms of the proposed agreement with sufficient certainty. P2531. Offer is not a mere request for information [s8]2. Offer is not an invitation to deal/treat: advertising, auctions and tenders[s11,s14]Termination of Offer[s15]Offer may be terminated when:1. Revocation of offer by offeror◆at any time before it is accepted◆must be communicated to offeree if it is to be effective2. Rejection of offer or counter-offer, by offeree[s24]3. Failure of offeree to accept offer4. Death of offeror5.if the offeror dies, the offer may lapseAcceptance [s29]1.Acceptance is a a “final and unqualified” assent to the terms of an offer2.Acceptance can only be made by those to whom the offer is addressed3.Acceptance must be made in response to the actual offer; it can not be made inBattle of the Forms [s29]1.Each set of terms may constitute counter-offer2.When there is acceptance, the terms set out in the last offer are the terms of thebe irrelevant.Communication of Acceptance [s33]1.The general rule is that there is no agreement until the acceptance is communicatedto the offeror2.The general rule is that acceptance is deemed to occur where it is received by offerorExceptions to rules regarding acceptance [s38]1.Where the parties have dealt regularly with one another in the past, it may bereasonable to conclude on the basis of those past dealings that a contract exists eventhough the offeree has not formally accepted.2.Where the offer and offeree are in the same industry and custom within that industrysuggests that formal acceptance is not necessary, a contract may exists even thoughthe offeree has not communicated acceptance.3.acceptance may be indicated by conduct,4.in the case of unilateral contracts,Offeror may waive the requirement ofcommunication of acceptance so as to relieve the offeree of this burden eg Carlill’scase5.The postal rule.Unilateral Contract [s39-s40]1.Egs offer of prizes, rewards, real estate commission agreement2.The determination of whether a contract is a unilateral contract or bilateral contractwill depend on the intention of the parties, rather than the form of words used 3. Nature of transaction and the expressions used by the parties are relevant in characterising the conduct of the parties 4. -Acceptance is not complete until act is complete -Offer of unilateral agreement is not accepted until offeree has performed act requested [戒烟丸]A greement without identification of offer and acceptance [s51]C ertainty and Acceptance [s52] 1. An agreement which is uncertain in a material respect is not binding 2. Uncertainty - types 2.1 Vague or ambiguous 2.2 Incomplete 2.3 Agreement to enter into contract in the future • Three types of “subject to contract ” agreement– Final agreement reached so that parties are immediately bound by thecontract but more precision as to language of terms– Final agreement but intend to defer performance until terms incorporated infinal document– No intention to conclude a bargain until sign formal contract (as inMasters v Cameron )Intention to Create Legal Relations [s56-S60]Even if there is an offer, acceptance and there is consideration, this does not necessarily mean that the parties intended to enter into a legal relationship• 2 classes of cases have to be considered:1.Domestic agreements 家庭协议[s58]– Between husband and wife – Between parent and child– Others – social relationships2,Commercial agreements 贸易协定[s59]– Where documents are entitled ‘subject to contract ’. – Where payments are made on an ‘ex gratia’ basisConsiderationgeneral rule [s2-s3]☺enforceable agreements may be divided into two type1. formal contracts which do no require consideration-a deed (contract under seal)2. simple contract which do require consideration⏹ totally oral;⏹totally written; or⏹ partly oral and partly written☺consideration dose not have to be in the form of a payment or promise to pay money ☺consideration may be :1. a promise to do something.2. a promise not to do something.3. doing something4. refraining from doing something ☺consideration may be :1. a benefit flowing to the promisor;2.a benefit flowing to a third person at the promisor ’s direction;3.a detriment to the promiseConsideration is different from motive [s6]1. 2. Consideration may not be past consideration [s10]3. Consideration must be something of value in the eyes of the lawConsideration –public policy[s19]Where a plaintiff is already contractually bound to the defendant to do something, if he/she is offered more to do the very same thing, there is no consideration for the newExceptions to rule in Pinnel’s case[s25]1.Paying a smaller sum before the full amount is due - if accepte d at the creditor’srequest2.Paying a smaller sum together with something else - additional consideration is goodconsideration if accepted。