CLABE Commercial Law First Full Exam - Ranzani C

Vocabulary-style flashcards based on the 2026.05.25 CLABE Commercial Law First Full Exam transcript, covering intellectual property, corporate governance, capital market regulation, and investment services.

Utility Models

A form of intellectual property that is generally faster and cheaper to obtain than patents, primarily used for incremental innovation.

MiFID II Investment Service (Example)

Activities that formally qualify as investment services include operating a Multilateral Trading Facility (MTF) or an Organized Trading Facility (OTF).

Limited Liability (Economic Advantage)

The principal economic advantage of this corporate feature is that it facilitates diversification by investors.

Descriptive Signs (Refusal Grounds)

Signs refused registration on absolute grounds because they consist exclusively of an indication of the product's quality or geographical origin.

Exhaustion of Rights

A principle in EU trademark law where the owner cannot prohibit the use of the mark for goods placed on the EEA market with their consent.

Rationally Apathetic

A term describing shareholders in large public corporations who find that the cost of becoming informed may exceed individual benefits.

Capital Market Regulation (Primary Goals)

The three primary goals are market stability, market efficiency, and investor protection.

Anti-dilution Clauses

Provisions in venture capital deals that primarily function as a re-pricing mechanism after a down round.

Organisational Law (Essential Role)

According to Hansmann and Kraakman, the essential role of this law is to create a form of asset partitioning.

Multifunctional Intermediaries (Conflicts)

Intermediaries that may create conflicts because cross-sector efficiencies can prejudice client interests.

Transparency Rules

Rules in capital markets mainly designed to reduce information asymmetry.

Dealers (Conflicts of Interest)

Intermediaries who may face conflicts because they profit from the spread and may overcharge clients.

Capital Market Rules classification

A classification system comprising transparency, organizational, and conduct of business rules.

Bonnington Sugar Refineries Co v Thomson's Trustees

A case reinforcing the principle that internal corporate procedural irregularities may be cured by shareholder ratification.

Adverse Selection (Venture Capital)

Refers primarily to the difficulty of evaluating the quality of startup projects and founders.

Residual Claimants

Shareholders who receive what remains of the corporate assets after fixed claims (such as those of creditors) are satisfied.

Portfolio Management (Requirement)

An investment service that requires discretionary management of client assets, distinguishing it from investment advice.

Credit Suisse International v Stichting Vestia Groep

A case where the court's main rationale was that Vestia could not rely on its own lack of authority to escape liability.

Suitability Requirements

Requirements aiming primarily to ensure that investment products match the client's characteristics and objectives.

Concentration Rule (MiFID II)

A rule abolished by MiFID II with the primary aim of encouraging competition among trading venues.

Strong-form Entity Shielding

A condition where firm creditors have priority over personal creditors and a form of liquidation protection is in place.

Inducement Regulation

Regulation generally concerned with managing intermediary incentives that may prejudice client interest.

Corporate Form (Global Spread)

Comparative corporate law scholarship suggests this form spread globally because it solved common economic and organisational problems efficiently.

Dematerialised Securities

Shares and bonds that are not printed on paper but are electronically recorded.

Defensive Asset Partitioning

A form of asset partitioning that protects shareholders' personal assets from corporate creditors.

Retail Investor Protection

A regulation concern driven by the fact that retail investors may face severe informational disadvantages.

Industrial Designs

Intellectual Property typically used to protect aesthetic features of products like fashion or furniture.

Broker (Income Source)

An intermediary that primarily earns money through fees for services provided to clients.