Business Law

What is Law?

A system of rules recognized by a country to regulate behavior and enforced through sanctions.

Purpose of Business Law

To regulate business activity and ensure legal certainty, fairness, and compliance.

Civil Law

• Based on written codes

• Judges interpret law

• Inquisitorial procedure

Common Law

• Based on precedent (case law)

• Judges create law

• Adversarial procedure

What is an International Treaty

A formal agreement between states to regulate relations or cooperation.

Types of Treaties

• Bilateral: between 2 countries

• Multilateral: between 3+ countries (e.g. EU, Mercosur)

What is a Free Trade Zone?

An area where goods and services circulate freely between member states without customs duties.

What is EU Law?

A system of rules governing the EU, binding on all Member States.

Primary EU Treaties

• TEU – principles & objectives

• TFEU – functioning & policies of the EU

Types of EU Legal Acts

• Regulations: directly applicable

• Directives: binding as to result, need national implementation

• Decisions: binding on those addressed

• Recommendations/Opinions: not binding

Role of the Court of Justice of the EU (CJEU)

Ensures EU law is interpreted and applied uniformly across Member States.

Preliminary Ruling

National court asks CJEU to interpret EU law before continuing the case.

Direct Effect (Van Gend en Loos, 1963)

EU law can give rights directly to individuals enforceable in national courts.

Supremacy of EU Law (Costa v ENEL, 1964)

EU law prevails over conflicting national law.

Customs Union (Art. 28 TFEU)

No customs duties between EU states + common external tariff.

Quantitative Restrictions

Limits on imports/exports (quotas, bans).

Measures Having Equivalent Effect (MEQRs)

National rules that indirectly restrict trade (even if not quotas).

Cassis de Dijon Principle

Products lawfully sold in one EU country should be allowed in others.

Right of Establishment

EU citizens/companies may set up and run businesses in any Member State.

Free Provision of Services

Right to provide services across borders without permanent establishment.

What is a Contract

A legally binding agreement creating rights and obligations.

Conditions for a Valid Contract

• Consent

• Capacity

• Lawful object

Defects of Consent

• Error

• Fraud

• Violence (including economic duress)

Invalid Contract Consequences

Contract is void → parties returned to original situation (rescission).

Contractual vs Tort Liability

Contractual: breach of contract
Tort: harm outside contractual relationship

Civil vs Criminal Liability

Civil: compensation
Criminal: punishment by the state

International Contract

A contract involving at least two different legal systems.

Choice of Law Clause

Clause determining which country’s law applies.

Force Majeure

Unforeseeable event making performance impossible (e.g. war, pandemic).

What is a Corporation

A legal entity separate from its owners.

Shareholder Rights

Voting, dividends, information, transfer of shares.

Piercing the Corporate Veil

When courts hold shareholders personally liable due to abuse or fraud.

Merger vs Acquisition

Merger: two companies become one
Acquisition: one company buys another

Merger Control (EU)

EU may block mergers that reduce competition or create dominance.

Voluntary vs Compulsory Liquidation

Voluntary: company chooses to close
Compulsory: ordered by court due to insolvency

What is Intellectual Property

Legal rights protecting creations of the mind.

Copyright

Protects original artistic/literary works automatically.

Patent

Protects inventions that are new, inventive, and industrially applicable.

Trademark

Protects signs identifying goods/services (name, logo, slogan).

Types of Trademarks

• Generic

• Descriptive

• Suggestive

• Arbitrary

• Fanciful (strongest)

Trademark Infringement

Use of a confusingly similar mark likely to mislead consumers.

Registration Benefits

Legal presumption of ownership + enforcement rights.