Business Law

Assignment on University of Dhaka

Laws Affecting Business

Date: Tuesday, 28 May 2013
Submitted to:
Prof. Dr. Abu Hossain Siddique
Professor, Department of International Business
University of Dhaka
Submitted By:
Rabiul Hasan
Roll no. 256
6th Batch, Department of International Business
University of Dhaka

Executive Summery

Business must operate within the boundaries of laws and government regulations. Laws have been developed not only to protect consumers but also to preserve competition. Government agencies enforce these laws at the state and local level. Business that do not comply with the laws face fines and others penalties.
In this assignment I describe various types of business laws and specific laws that affect business.

Topic | Page no. | Law of Tort | 5 | Law of contract | 9 | Law of Agency | 10 | Law of Bankruptcy | 12 | Common Law | 13 | Statutory law | 14 | Codified law | 15 | Private law | 15 | Administrative law | 15 | Company law | 16 | Corporate law | 16 | Intellectual property | 20 | Labor law | 22 | Tax law | 31 | Arbitration law | 31 | Sources of law | 33 |
Contents

Business Law
Business law encompasses the law governing contracts, sales, commercial paper, agency and employment law, business organizations, property, and bailment’s. Other popular areas include insurance, wills and estate planning, and consumer and creditor protection. Business law may include issues such as starting, selling, or buying a small business, managing a business, dealing with employees, or dealing with contracts, among others.
The Uniform Commercial Code (UCC), which governs sales and commercial paper, has been adopted in some form by almost all states. There are agencies at the state and federal level which administer the law in such issues such as employment affairs and consumer and credit protection. The laws aim to protect fair business practices and due process rights for aggrieved workers and others. * * Lists of Laws that affect business * Law of Torts * Law of Contract * Law of Agency * Law of Bankruptcy * Negotiable Instrument Law * Common Law * Statutory Law * Codified law * Private law (particular law) * Administrative Law * Companies Law * Corporate Law * Intellectual property (IP) * Labor law * International labor law * National labor law * Tax Law * Arbitration Law

Law of Torts
A tort, in common law jurisdictions, is a civil wrong. Tort law deals with situations where a person 's behavior has unfairly caused someone else to suffer loss or harm. A tort is not necessarily an illegal act but causes harm. The law allows anyone who is harmed to recover their loss. Tort law is different from criminal law, which deals with situations where a person 's actions cause harm to society in general. A claim in tort may be brought by anyone who has suffered loss. Criminal cases tend to be brought by the state, although private prosecutions are possible.
Tort law is also differentiated from equity, in which a petitioner complains of a violation of some right. One who commits a tortuous act is called a tortfeasor. The equivalent of tort in civil law jurisdictions is depict. Tort may be defined as a personal injury; or as "a civil action other than a breach of contract."
Categories of torts
Torts may be categorized in several ways: one such way is to divide them into Negligence, Intentional Torts, and Quasi-Torts.
The standard action in tort is negligence. The tort of negligence provides a cause of action leading to damages, or to relief, in each case designed to protect legal rights, including those of personal safety, property, and, in some cases, intangible economic interests. Negligence actions include claims coming primarily from car accidents and personal injury accidents of many kinds, including clinical negligence, worker 's negligence and so forth. Product liability cases, such as those involving warranties, may also be considered negligence actions, but there is frequently a significant overlay of additional lawful content.
Intentional torts include, among others, certain torts arising from the occupation or use of land. The tort of nuisance, for example, involves strict liability for a neighbor who interferes with another 's enjoyment of his real property. Trespass allows owners to sue for entrances by a person (or his structure, such as an overhanging building) on their land. Several intentional torts do not involve land. Examples include false imprisonment, the tort of unlawfully arresting or detaining someone, and defamation (in some jurisdictions split into libel and slander), where false information is broadcast and damages the plaintiff 's reputation.
Negligence
Negligence is a tort which depends on the existence of a breaking of the duty of care owed by one person to another. One well-known case is Donohue v Stevenson where Mrs. Donohue consumed part of a drink containing a decomposed snail while in a public bar in Paisley, Scotland and claimed that it had made her ill. The snail had not been visible, as the bottle of beer in which it was contained was opaque. Neither the friend who bought the bottle for her, nor the shopkeeper who sold it, were aware of the snail 's presence. The manufacturer was Mr. Stevenson, whom Mrs. Donohue sued for damages for negligence. She could not sue Mr. Stevenson for damages for breach of contract because there was no contract between them. The majority of the members of the House of Lords agreed (: ratio) that Mrs. Donohue had a valid claim, but disagreed as to why such a claim should exist. Lord MacMillan thought this should be treated as a new product liability case. * The plaintiff was owed a Duty of care * There was a Dereliction or breach of that duty * The tortfeasor directly caused the injury [but for the defendant 's actions, the plaintiff would not have suffered an injury]. * The plaintiff suffered Damage as a result of that breach * The damage was not too remote; there was proximate cause.
Duty of care
The first element of negligence is the legal duty of care. This concerns the relationship between the defendant and the plaintiff, which must be such that there is an obligation upon the defendant to take proper care to avoid causing injury to the plaintiff in all the circumstances of the case. There are two ways in which a duty of care may be established: * the defendant and plaintiff are within one of the 'special relationship '; or * Outside of these relationships, according to the principles developed by case law.
There are a number of situations in which the courts recognize the existence of a duty of care. These usually arise as a result of some sort of special relationship between the parties. Examples include one road-user to another, employer to employee, manufacturer to consumer, doctor to patient and solicitor to client.
Dereliction or breach of that duty
Dereliction of duty generally refers to a failure to conform to rules of one 's job, which will vary by tasks involved. It is a failure or refusal to perform assigned duties in a satisfactory manner. Dereliction of duty on the part of an employee may be cause for disciplinary action, which will vary by employer. It may refer to a failure by an organization member to abide by the standing rules of its constitution or by-laws or perform the duties of the position appointed to.
Injury directly caused by the tortfeasor
The negligent act of the tortfeaser must be connected to the injuries suffered.
Damage as a result of that breach
For many torts, damage is a necessary part of the tort. Thus, it is not enough to demonstrate that you have suffered the wrong in order to win a tort case, you must also have legally recognized damages that were directly or indirectly caused by the as a result of the tort, and be able to prove the extent of those damages.
Proximate cause
Proximate cause means that you must be able to show that the harm was caused by the tort you are suing for. (http://www.lexisnexis.com/lawschool/study/outlines/html/torts/torts.htm) The defense may argue that there was a prior cause or a superseding intervening cause. A common situation where a prior cause becomes an issue is the personal injury auto accident, where the person re-injures an old injury. For example someone who has a bad back is injured in the back in an auto accident. Years later they are still in pain. They must prove the pain is caused by the auto accident, and not the natural progression of the previous problem with the back. A superseding intervening cause happens shortly after the injury. For example, if after the accident the doctor who works on you commits malpractice and injures you further, the defense can argue that it was not the accident, but the incompetent doctor who caused your injury.
Statutory torts
A statutory tort is like any other, in that it imposes duties on private or public parties; however they are created by the legislature, not the courts. One example is in consumer protection, with the Product Liability Directive in the European Union, where businesses making defective products that harm people must pay for any damage resulting. Liability for bad or not working products is strict in most jurisdictions. The theory of risk spreading provides support for this approach. Since manufacturers are the 'cheapest cost avoiders ', because they have a greater chance to seek out problems, it makes sense to give them the incentive to guard against product defects. Another example is occupiers ' liability, which was seen as overly complex and illogical; so many jurisdictions replaced the common law rules for occupiers ' liability with statutory torts. Statutory torts also spread across workplace health and safety laws and health and safety in food.
Such torts as often grouped in with quasi-torts.
Defamation
Defamation is tarnishing the reputation of someone; it has two varieties, slander and libel. Slander is spoken defamation and libel is printed or broadcast defamation. The two otherwise share the same features: making a factual assertion for which evidence does not exist. Defamation does not affect or hinder the voicing of opinions, but does occupy the same fields as rights to free speech in the First Amendment to the Constitution of the United States, or Article of the European Convention of Human Rights. Related to defamation in the U.S. are the actions for misappropriation of publicity, invasion of privacy, and disclosure. Abuse of process and malicious prosecution are often classified as dignitary torts as well.
Intentional torts
Intentional torts are any intentional acts that are reasonably foreseeable to cause harm to an individual, and that do so. Intentional torts have several subcategories: * Torts against the person include assault, battery, false imprisonment, intentional infliction of emotional distress, and fraud. * Property torts involve any intentional interference with the property rights of the claimant (plaintiff). Those commonly recognized include trespass to land, trespass to chattels (personal property), and conversion.
Economic torts
Economic torts protect people from interference with their trade or business. The area includes the doctrine of restraint of trade and has largely been submerged in the twentieth century by statutory interventions on collective labor law and modern antitrust or competition law. The "absence of any unifying principle drawing together the different heads of economic tort liability has often been remarked upon."
Theory and reform

Scholars and lawyers have identified conflicting aims for the law of tort, to some extent reflected in the different types of damages awarded by the courts: compensatory, aggravated and punitive. In The Aims of the Law of Tort (), Glanville Williams saw four possible bases on which different torts rested: appeasement, justice, deterrence and compensation.
Overlap with criminal law
There is some overlap between criminal law and tort, since tort, a private action, used to be used more than criminal laws in the past. For example, in English law an assault is both a crime and a tort (a form of trespass to the person). A tort allows a person, usually the victim, to obtain a remedy that serves their own purposes (for example by the payment of damages to a person injured in a car accident, or the obtaining of injunctive relief to stop a person interfering with their business). Criminal actions on the other hand are pursued not to obtain remedies to assist a person – although often criminal courts do have power to grant such remedies – but to remove their liberty on the state 's behalf. That explains why incarceration is usually available as a penalty for serious crimes, but not usually for torts.
The more severe penalties available in criminal law also mean that it requires a higher burden of proof to be discharged than the related tort. For example, in the O. J. Simpson murder trial, the jury was not convinced beyond reasonable doubt that O. J. Simpson had committed the crime of murder; but in a later civil trial, the jury in that case felt that there was sufficient evidence to meet the standard of preponderance of the evidence required to prove the tort of wrongful death.
Law of Contract
A contract is an agreement entered into voluntarily by two parties or more with the intention of creating a legal obligation, which may have elements in writing, though contracts can be made orally. The remedy for breach of contract can be "damages" or compensation of money. In equity, the remedy can be specific performance of the contract or an injunction. Both of these remedies award the party at loss the "benefit of the bargain" or expectation damages, which are greater than mere reliance damages, as in promissory estoppels. The parties may be natural persons or juristic persons. A contract is a legally enforceable promise or undertaking that something will or will not occur. The word promise can be used as a legal synonym for contract., although care is required as a promise may not have the full standing of a contract, as when it is an agreement without consideration.

Elements
At common law, the elements of a contract are offer, acceptance, intention to create legal relations, and consideration.
Mutual assent
At common law, mutual assent is typically reached through offer and acceptance, that is, when an offer is met with an acceptance that is unqualified and that does not vary the offer 's terms. The latter requirement is known as the "mirror image" rule. If a purported acceptance does vary the terms of an offer, it is not an acceptance but a counteroffer and, therefore, simultaneously a rejection of the original offer. The Uniform Commercial Code notably disposes of the mirror image rule in § -, although the UCC only governs transactions in goods in the USA.
Offer and acceptance

The most important feature of a contract is that one party makes an offer for an arrangement that another accepts. This can be called a concurrence of wills or consensus ad idem (meeting of the minds) of two or more parties
Consideration

Consideration is something of value given by a promissor to a promisee in exchange for something of value given by a promisee to a promissor. Typically, the thing of value is a payment, although it may be an act, or forbearance to act, when one is privileged to do so, such as an adult refraining from smoking.
Sufficiency
Consideration must be sufficient, but courts will not weight the adequacy of consideration. For instance, agreeing to sell a car for a penny may constitute a binding contract. All that must be shown is that the seller actually wanted the penny. This is known as the peppercorn rule. Otherwise, the penny would constitute nominal consideration, which is insufficient. Parties may do this for tax purposes, attempting to disguise gift transactions as contracts.

Other jurisdictions
Roman law-based systems (including Scotland) do not require consideration, and some commentators consider it unnecessary.
Civil law systems take the approach that an exchange of promises, or a concurrence of wills alone, rather than an exchange in valuable rights is the correct basis.
Law of Agency
The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the principal) to create a legal relationship with a third party. This branch of law separates and regulates the relationships between: * Agents and principals; * Agents and the third parties with whom they deal on their principals ' behalf; and * Principals and the third parties when the agents purport to deal on their behalf.

The concepts
The reciprocal rights and liabilities between a principal and an agent reflect commercial and legal realities. A business owner often relies on an employee or another person to conduct a business. In the case of a corporation, since a corporation is a fictitious legal person, it can only act through human agents. The principal is bound by the contract entered into by the agent, so long as the agent performs within the scope of the agency.
A third party may rely in good faith on the representation by a person who identifies himself as an agent for another. It is not always cost effective to check whether someone who is represented as having the authority to act for another actually has such authority. If it is subsequently found that the alleged agent was acting without necessary authority, the agent will generally be held liable.

Brief statement of legal principles
There are three broad classes of agent 1. Universal agents hold broad authority to act on behalf of the principal, e.g. they may hold a power of attorney (also known as a mandate in civil law jurisdictions) or have a professional relationship, say, as lawyer and client. 2. General agents hold a more limited authority to conduct a series of transactions over a continuous period of time; and 3. Special agents are authorized to conduct either only a single transaction or a specified series of transactions over a limited period of time.
Law of Agency
Property law is the area of law that governs the various forms of ownership and tenancy in real property (land as distinct from personal or movable possessions) and in personal property, within the common law legal system.
Theory
The word property, in everyday usage, refers to an object (or objects) owned by a person — a car, a book, or a cellphone — and the relationship the person has to it. In law, the concept acquires a more nuanced rendering. Factors to consider include the nature of the object, the relationship between the person and the object, the relationship between a number of people in relation to the object, and how the object is regarded within the prevailing political system. Most broadly and concisely, property in the legal sense refers to the rights of people in or over certain objects or things.
Early American theory
James Wilson, U.S. Supreme Court Justice and professor of law at the University of Pennsylvania, in and , undertook a survey of the philosophical grounds of American property law. He proceeds from two premises: “Every crime includes an injury: every injury includes a violation of a right.” (Lectures, III, ii.) The government’s role in protecting property depends upon an idea of right. Wilson traces the history of property in his essay "On the History of Property." In his lecture, "Of the natural rights of individuals" (Lectures II, xii), he articulates related contemporary theory.
Property rights and rights to people
Property rights are rights over things enforceable against all other persons. By contrast, contractual rights are rights enforceable against particular persons. Property rights may, however, arise from a contract; the two systems of rights overlap
Property rights and personal rights
Property rights are also distinguished from personal rights. Practically all contemporary societies acknowledge this basic ontological and ethical distinction. In the past, groups lacking political power have often been disqualified from the benefits of property. In an extreme form, this has meant that people have become "objects" of property—legally "things" or chattels. (See slavery.) More commonly, marginalized groups have been denied legal rights to own property. These include Jews in England and married women in Western societies until the late th century.
Transfer of property
The most usual way of acquiring an interest in property is as the result of a consensual transaction with the previous owner, for example, a sale or a gift.
Lease
Historically, leases served many purposes, and the regulation varied according to intended purposes and the economic conditions of the time. Leaseholds, for example, were mainly granted for agriculture until the late eighteenth century and early nineteenth century, when the growth of cities made the leasehold an important form of landholding in urban areas.

Law of Bankruptcy

Bankruptcy is a legal status of an insolvent person or an organisation, that is, one who cannot repay the debts they owe to creditors. In most jurisdictions bankruptcy is imposed by a court order, often initiated by the debtor.
History
Main article: History of bankruptcy law
In Ancient Greece, bankruptcy did not exist. If a man owed and he could not pay, he and his wife, children or servants were forced into "debt slavery", until the creditor recouped losses via their physical labour. Many city-states in ancient Greece limited debt slavery to a period of five years and debt slaves had protection of life and limb, which regular slaves did not enjoy. However, servants of the debtor could be retained beyond that deadline by the creditor and were often forced to serve their new lord for a lifetime, usually under significantly harsher conditions.
Fraud
Bankruptcy fraud is a white-collar crime. While difficult to generalise across jurisdictions, common criminal acts under bankruptcy statutes typically involve concealment of assets, concealment or destruction of documents, conflicts of interest, fraudulent claims, false statements or declarations, and fee fixing or redistribution arrangements. Falsifications on bankruptcy forms often constitute perjury

Bill of exchange
A bill of exchange or "draft" is a written order by the drawer to the drawee to pay money to the payee. A common type of bill of exchange is the cheque (check in American English), defined as a bill of exchange drawn on a banker and payable on demand. Bills of exchange are used primarily in international trade, and are written orders by one person to his bank to pay the bearer a specific sum on a specific date. Prior to the advent of paper currency, bills of exchange were a common means of exchange. They are not used as often today.

Bill of exchange,
Common Law
Common law (also known as case law or precedent) is law developed by judges through decisions of courts and similar tribunals rather than through legislative statutes or executive branch action. A "common law system" is a legal system that gives great precedential weight to common law, on the principle that it is unfair to treat similar facts differently on different occasions. The body of precedent is called "common law" and it binds future decisions. In cases where the parties disagree on what the law is, a common law court looks to past precedential decisions of relevant courts. If a similar dispute has been resolved in the past, the court is bound to follow the reasoning used in the prior decision (this principle is known as stare decisis). If, however, the court finds that the current dispute is fundamentally distinct from all previous cases (called a "matter of first impression"), judges have the authority and duty to make law by creating precedent. Thereafter, the new decision becomes precedent, and will bind future courts.
In practice, common law systems are considerably more complicated than the simplified system described above. The decisions of a court are binding only in a particular jurisdiction, and even within a given jurisdiction, some courts have more power than others. For example, in most jurisdictions, decisions by appellate courts are binding on lower courts in the same jurisdiction and on future decisions of the same appellate court, but decisions of lower courts are only non-binding persuasive authority. Interactions between common law, constitutional law, statutory law and regulatory law also give rise to considerable complexity. However, stare decisis, the principle that similar cases should be decided according to consistent principled rules so that they will reach similar results, lies at the heart of all common law systems.
A third of the world 's population (approximately . billion people) live in common law jurisdictions, particularly in England where it originated in the Middle Ages, and countries that trace their legal heritage to England as former colonies of the British Empire, including India,the United States, Pakistan, Nigeria, Bangladesh, Canada, Malaysia, Ghana, Australia, Sri Lanka, Hong Kong, Singapore, Ireland, New Zealand, Jamaica, Trinidad & Tobago, Cyprus, Barbados, South Africa, Zimbabwe, Cameroon, Namibia, Botswana, Guyana and Israel use common law systems, or mixed systems with civil law.

Statutory Law
Statutory law or statute law is written law (as opposed to oral or customary law) set down by a legislature (as opposed to regulatory law promulgated by the executive branch or common law of the judiciary in a typical democracy/republic) or by a legislator (in the case of an absolute monarchy).
Statutes may originate with national, state legislatures or local municipalities. Statutes of lower jurisdictions are subordinate to the law of higher.

Codified law
The term codified law refers to statutes that have been organized ("codified") by subject matter; in this narrower sense, some but not all statutes are considered "codified." The entire body of codified statute is referred to as a "code," such as the United States Code, the Ohio Revised Code or the Code of Canon Law. The substantive provisions of the Act could be codified (arranged by subject matter) in one or more titles of the United States Code while the "effective date" provisions—remaining uncodified—would be available by reference to the United States Statutes at Large. Another meaning of "codified law" is a statute that takes the common law in a certain area of the law and puts it in statute or code form.
Private law (particular law)
Another example of statutes that are not typically codified is a "private law" that may originate as a private bill, a law affecting only one person or a small group of persons. An example was divorce in Canada prior to the passage of the Divorce Act of . It was possible to obtain a legislative divorce in Canada by application to the Canadian Senate, which reviewed and investigated petitions for divorce, which would then be voted upon by the Senate and subsequently made into law. In the United Kingdom Parliament, private bills were used in the nineteenth century to create corporations, grant monopolies and give individuals attention to be more fully considered by the parliament. The government may also seek to have a bill introduced unofficially by a backbencher so as not to create a public scandal; such bills may also be introduced by the loyal opposition — members of the opposition party or parties. Sometimes a private member 's bill may also have private bill aspects, in such case the proposed legislation is called a hybrid bill.
In Canon Law, private law is called "particular law."

Administrative Law
Administrative law is the body of law that governs the activities of administrative agencies of government. Government agency action can include rulemaking, adjudication, or the enforcement of a specific regulatory agenda. Administrative law is considered a branch of public law. As a body of law, administrative law deals with the decision-making of administrative units of government (for example, tribunals, boards or commissions) that are part of a national regulatory scheme in such areas as police law, international trade, manufacturing, the environment, taxation, broadcasting, immigration and transport. Administrative law expanded greatly during the twentieth century, as legislative bodies worldwide created more government agencies to regulate the increasingly complex social, economic and political spheres of human interaction.
Civil law countries often have specialized courts, administrative courts, that review these decisions. The plurality of administrative decisions contested in administrative courts are related to taxation.[citation need
Companies Law
Companies law (or the law of business associations) is the field of law concerning companies and other business organizations. This includes corporations, partnerships and other associations which usually carry on some form of economic or charitable activity. The most prominent kind of company, usually referred to as a "corporation", is a "juristic person", i.e. it has separate legal personality, and those who invest money into the business have limited liability for any losses the company makes, governed by corporate law. The largest companies are usually publicly listed on stock exchanges around the world. Even single individuals, also known as sole traders may incorporate themselves and limit their liability in order to carry on a business. All different forms of companies depend on the particular law of the particular country in which they reside.
The law of business organizations originally derived from the common law of England, but has evolved significantly in the 20th century. In common law countries today, the most commonly addressed forms are:
Corporate Law
Corporate law (also "company" or "corporations" law) is the study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community and the environment interact with one another. Corporate law is a part of a broader companies law (or law of business associations). Other types of business associations can include partnerships (in the UK governed by the Partnership Act 1890), or trusts (like a pension fund), or companies limited by guarantee (like some universities or charities).

History

Hogarthian image of the South Sea Bubble, by Edward Matthew Ward, Tate Gallery
Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece, the closest recognizable ancestors of the modern company did not appear until the second millennium. The first recognizable commercial associations were medieval guilds, where guild members agreed to abide by guild rules, but did not participate in ventures for common profit. The earliest forms of joint commercial enterprise under the lex mercatoria were in fact partnerships.
With increasing international trade, Royal charters were increasingly granted in Europe (notably in England and Holland) to merchant adventurers. The Royal charters usually conferred special privileges on the trading company (including, usually, some form of monopoly). Originally, traders in these entities traded stock on their own account, but later the members came to operate on joint account and with joint stock, and the new Joint stock company was born.[7]
Corporate personality
One of the key legal features of corporations are their separate legal personality, also known as "personhood" or being "artificial persons". However, the separate legal personality was not confirmed under English law until 1895 by the House of Lords in Salomon v. Salomon & Co.[10] Separate legal personality often has unintended consequences, particularly in relation to smaller, family companies. In B v. B [1978] Fam 181 it was held that a discovery order obtained by a wife against her husband was not effective against the husband 's company as it was not named in the order and was separate and distinct from him.[11] And in Macaura v. Northern Assurance Co Ltd[12] a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed.
Corporate governance
Corporate governance is primarily the study of the power relations between the board of directors and those who elect them (shareholders in the "general meeting" and employees). It also concerns other stakeholders, such as creditors, consumers, the environment and the community at large. One of the main differences between different countries in the internal form of companies is between a two-tier and a one tier board. The United Kingdom, the United States, and most Commonwealth countries have single unified boards of directors. In Germany, companies have two tiers, so that shareholders (and employees) elect a "supervisory board", and then the supervisory board chooses the "management board". There is the option to use two tiers in France, and in the new European Companies (Societas Europea).
Balance of power

Adolf Berle in The Modern Corporation and Private Property argued that the separation of control of companies from the investors who were meant to own them endangered the American economy and led to a mal-distribution of wealth.
The most important rules for corporate governance are those concerning the balance of power between the board of directors and the members of the company. Authority is given or "delegated" to the board to manage the company for the success of the investors. Certain specific decision rights are often reserved for shareholders, where their interests could be fundamentally affected. There are necessarily rules on when directors can be removed from office and replaced. To do that, meetings need to be called to vote on the issues. How easily the constitution can be amended and by who necessarily affects the relations of power.
Corporate litigation
Members of a company generally have rights against each other and against the company, as framed under the company 's constitution. In relation to the exercise of their rights, minority shareholders usually have to accept that, because of the limits of their voting rights, they cannot direct the overall control of the company and must accept the will of the majority (often expressed as majority rule). However, majority rule can be iniquitous, particularly where there is one controlling shareholder. Accordingly, a number of exceptions have developed in law in relation to the general principle of majority rule. * Where the majority shareholder(s) are exercising their votes to perpetrate a fraud on the minority, the courts may permit the minority to sue[26] * members always retain the right to sue if the majority acts to invade their personal rights, e.g. where the company 's affairs are not conducted in accordance with the company 's constitution (this position has been debated because the extent of a personal right is not set in law). Macdougall v Gardiner and Pender v Lushington present irreconcilable differences in this area. * in many jurisdictions it is possible for minority shareholders to take a representative or derivative action in the name of the company, where the company is controlled by the alleged wrongdoers

Corporate finance
Shares and share capital
Companies generally raise capital for their business ventures either by debt or equity. Capital raised by way of equity is usually raised by issued shares (sometimes called "stock" (not to be confused with stock-in-trade)) or warrants.
Liquidations

Liquidation is the normal means by which a company 's existence is brought to an end. It is also referred to (either alternatively or concurrently) in some jurisdictions as winding up or dissolution.
Insider dealing

Insider trading is the trading of a corporation 's stock or other securities (e.g. bonds or stock options) by individuals with potential access to non-public information about the company
Intellectual property (IP)

Intellectual property (IP) is a term referring to a number of distinct types of creations of the mind for which a set of exclusive rights are recognized under the corresponding fields of law.[1] Under intellectual property law, owners are granted certain exclusive rights to a variety of intangible assets, such as musical, literary, and artistic works; discoveries and inventions; and words, phrases, symbols, and designs. Common types of intellectual property rights include copyrights, trademarks, patents, industrial design rights and trade secrets in some jurisdictions.

History

The Statute of Anne came into force in 1710
Modern usage of the term intellectual property goes back at least as far as 1867 with the founding of the North German Confederation whose constitution granted legislative power over the protection of intellectual property (Schutz des geistigen Eigentums) to the confederation.[4] When the administrative secretariats established by the Paris Convention (1883) and the Berne Convention (1886) merged in 1893, they located in Berne, and also adopted the term intellectual property in their new combined title, the United International Bureaux for the Protection of Intellectual Property. The organisation subsequently relocated to Geneva in 1960, and was succeeded in 1967 with the establishment of the World Intellectual Property Organization (WIPO) by treaty as an agency of the United Nations. According to Lemley, it was only at this point that the term really began to be used in the United States (which had not been a party to the Berne Convention),[2] and it did not enter popular usage until passage of the Bayh-Dole Act in 1980.[5]

Copyright is a legal concept, enacted by most governments, giving the creator of an original work exclusive rights to it, usually for a limited time. Generally, it is "the right to copy", but also gives the copyright holder the right to be credited for the work, to determine who may adapt the work to other forms, who may perform the work, who may financially benefit from it, and other related rights. It is an intellectual property form (like the patent, the trademark, and the trade secret) applicable to any expressible form of an idea or information that is substantive and discrete.[clarification needed][1]
Exclusive rights
The phrase "exclusive right" means that only the copyright holder is free to exercise those rights, and others are prohibited from using the work without the holders permission.
Transfer and licensing, and assignment

A copyright, or aspects of it, may be assigned or transferred from one party to another.[33] For example, a musician who records an album will often sign an agreement with a record company in which the musician agrees to transfer all copyright in the recordings in exchange for royalties and other considerations. The creator (and original copyright holder) benefits, or expects to, from production and marketing capabilities far beyond those of the author. In the digital age of music, music may be copied and distributed at minimal cost through the Internet, however the record industry attempts to provide promotion and marketing for the artist and his or her work so it can reach a much larger audience. A copyright holder need not transfer all rights completely, though many publishers will insist. Some of the rights may be transferred, or else the copyright holder may grant another party a non-exclusive license to copy and/or distribute the work in a particular region or for a specified period of time.
Copyright infringement

Street hackers and mp3 pirates in Afghanistan
Piracy is considered to be the illegitimate use of materials held by copyright.[45] For the history of the term "piracy" see Copyright infringement. For a work to be considered pirated, its illegitimate use must have occurred in a nation that has domestic copyright laws and/or adheres to a bilateral treaty or established international convention such as the Berne Convention or WIPO Copyright Treaty. Improper use of materials outside of this legislation is deemed "unauthorized edition", not piracy.[46]
Labor law

Labour law concerns the inequality of bargaining power between employers and workers.
Labour law (also called labor law or employment law) is the body of laws, administrative rulings, and precedents which address the legal rights of, and restrictions on, working people and their organizations. As such, it mediates many aspects of the relationship between trade unions, employers and employees. In Canada, employment laws related to unionized workplaces are differentiated from those relating to particular individuals. In most countries however, no such distinction is made. However, there are two broad categories of labour law. First, collective labour law relates to the tripartite relationship between employee, employer and union. Second, individual labour law concerns employees ' rights at work and through the contract for work. The labour movement has been instrumental in the enacting of laws protecting labour rights in the 19th and 20th centuries. Labour rights have been integral to the social and economic development since the Industrial Revolution. Employment standards are social norms (in some cases also technical standards) for the minimum socially acceptable conditions under which employees or contractors will work. Government agencies (such as the former U.S. Employment Standards Administration) enforce employment standards codified by labour law (legislative, regulatory, or judicial).

Labour law history
Labour law arose due to the demands for workers for better conditions, the right to organize, or, alternatively, the right to work without joining a labour union, and the simultaneous demands of employers to restrict the powers of workers ' many organizations and to keep labour costs low. Employers ' costs can increase due to workers organizing to win higher wages, or by laws imposing costly requirements, such as health and safety or restrictions on their free choice of whom to hire. Workers ' organizations, such as trade unions, can also transcend purely industrial disputes, and gain political power. The state of labour law at any one time is therefore both the product of, and a component of, struggles between different interests in society.

Individual labour law
Contract of employment

The basic feature of labour law in almost every country is that the rights and obligations of the worker and the employer between one another are mediated through the contract of employment between the two. This has been the case since the collapse of feudalism and is the core reality of modern economic relations. Many terms and conditions of the contract are however implied by legislation or common law, in such a way as to restrict the freedom of people to agree to certain things to protect employees, and facilitate a fluid labour market. In the U.S. for example, majority of state laws allow for employment to be "at will", meaning the employer can terminate an employee from a position for any reason, so long as the reason is not an illegal reason, including a termination in violation of public policy.[1]
Minimum wage
Minimum wages are regulated and stipulated also in some countries that lack specific laws. In Sweden, for instance, minimum wages are negotiated between the labour market parties (unions and employer organisations) through collective agreements that also cover non-union workers and non-organised employers.
Minimum wage laws were first introduced nationally in the United States in 1938,[4] Brazil in 1940 [5] India in 1948, France in 1950,[6] and in the United Kingdom in 1998.[7] In the European Union, 18 out of 25 member states currently have national minimum wages.[8]
Working time
Before the Industrial Revolution, the workday varied between 11 and 14 hours. With the growth of industrialism and the introduction of machinery, longer hours became far more common, with 14–15 hours being the norm, and 16 not at all uncommon. Use of child labour was commonplace, often in factories. In England and Scotland in 1788, about two-thirds of persons working in the new water-powered textile factories were children. The eight-hour movement 's struggle finally led to the first law on the length of a working day, passed in 1833 in England, limiting miners to 12 hours, and children to 8 hours. The 10-hour day was established in 1848, and shorter hours with the same pay were gradually accepted thereafter. The 1802 Factory Act was the first labour law in the UK.
Health and safety
Other labour laws involve safety concerning workers. The earliest English factory law was drafted in 1802 and dealt with the safety and health of child textile workers.
Anti-discrimination
This clause means that discrimination against employees is morally unacceptable and illegal, on a variety of grounds, in particular racial discrimination or sexist discrimination.
Unfair dismissal
Convention no. 158 of the International Labour Organization states that an employee "can 't be fired without any legitimate motive" and "before offering him the possibility to defend himself". Thus, on April 28, 2006, after the unofficial repeal of the French First Employment Contract (CPE), the Longjumeau (Essonne) conseil des prud 'hommes (labour law court) judged the New Employment Contract (CNE) contrary to international law, and therefore "illegitimate" and "without any juridical value". The court considered that the two-years period of "fire at will" (without any legal motive) was "unreasonable", and contrary to convention no. 158, ratified by France.[10][11]
Child labour

Two girls wearing banners in Yiddish and English with the slogan "Abolish child slavery!!" at the 1909 May Day parade in New York City
Child labour is the employment of children under an age determined by law or custom. This practice is considered exploitative by many countries and international organizations. Child labour was not seen as a problem throughout most of history, only becoming a disputed issue with the beginning of universal schooling and the concepts of labourers ' and children 's rights. Child labour can be factory work, mining or quarrying, agriculture, helping in the parents ' business, having one 's own small business (for example selling food), or doing odd jobs. Some children work as guides for tourists, sometimes combined with bringing in business for shops and restaurants (where they may also work as waiters). Other children are forced to do tedious and repetitive jobs such as assembling boxes, or polishing shoes. However, rather than in factories and sweatshops, most child labour occurs in the informal sector, "selling on the street, at work in agriculture or hidden away in houses — far from the reach of official inspectors and from media scrutiny."[12]
Collective labour law
Collective labour law concerns the tripartite relationship between employer, employee and trade unions. Trade unions, sometimes called "labour unions"
Trade unions
Some countries require unions to follow particular procedures before taking certain actions. For example, some countries require that unions ballot the membership to approve a strike or to approve using members ' dues for political projects. Laws may guarantee the right to join a union (banning employer discrimination), or remain silent in this respect. Some legal codes may allow unions to place a set of obligations on their members, including the requirement to follow a majority decision in a strike vote. Some restrict this, such as the 'right to work ' legislation in some of the United States.
Strikes

Strikers gathering in Tyldesley in the 1926 General Strike in the U.K.
Strike action is the weapon of the workers most associated with industrial disputes, and certainly among the most powerful. In most countries, strikes are legal under a circumscribed set of conditions
Workplace involvement
Workplace consolation statutes exist in many countries, requiring that employers consult their workers on issues that concern their place in the company. Industrial democracy refers to the same idea, but taken much further. Not only that workers should have a voice to be listened to, but that workers have a vote to be counted.
Co-determination
Originating in Germany, some form of co-determination (or Mitbestimmung) procedure is practised in countries across continental Europe, such as Holland and the Czech Republic, as well as Scandinavian countries (e.g. Sweden). This involves the rights of workers to be represented on the boards of companies for whom they work. The German model involves half the board of directors being appointed by the company trade union. However, German company law uses a split board system, with a 'supervisory board ' (Aufsichtsrat) which appoints an 'executive board ' (Vorstand). Shareholders and unions elect the supervisory board in equal number, except that the head of the supervisory board is, under co-determination law, a shareholder representative. While not gaining complete parity, there has been solid political consensus since the Helmut Schmidt social democrat government introduced the measure in 1976.
International labour law
One of the crucial concerns of workers and those who believe that labour rights are important,[who?] is that in a globalizing economy, common social standards ought to support economic development in common markets. However, there is nothing in the way of international enforcement of labour rights, with the notable exception of labour law within the European Union. At the Doha round of trade talks through the World Trade Organization one of the items for discussion was the inclusion of some kind of minimum standard of worker protection. The chief question is whether, with the breaking down of trade barriers in the international economy, while this can benefit consumers it can also make the ability of multinational companies to bargain down wage costs even greater, in wealthier Western countries and developing nations alike. The ability of corporations to shift their supply chains from one country to another with relative ease could be the starting gun for a "regulatory race to the bottom", whereby nation states are forced into a merciless downward spiral, not only slashing tax rates and public services with it but also laws that in the short term cost employers money. Countries are forced to follow suit, on this view, because should they not foreign investment will dry up, move places with lower "burdens" and leave more people jobless and poor. This argument is by no means uncontested. The opposing view[who?] suggests that free competition for capital investment between different countries increases the dynamic efficiency of the market place. Faced with the discipline that markets enforce, countries are incentivized to invest in education, training, and skills in their workforce to obtain a comparative advantage. Government initiative is spurred, because rational long term investment will be perceived as the better choice to increasing regulation. This theory concludes that an emphasis on deregulation is more beneficial than not. That said, neither the International Labour Organization (see below), nor the European Union takes this view.
International Labour Organization
The International Labour Organization (ILO), whose headquarters are in Geneva, is one of the oldest surviving international bodies, and the only surviving international body set up at the time of the League of Nations following the First World War
European labour law
The European Working Time Directive limited the maximum length of a working week to 48 hours in 7 days, and a minimum rest period of 11 hours in each 24 hours
National labour law
British labour law
The Factory Acts (first one in 1802, then 1833) and the 1832 Master and Servant Act were the first laws regulating labour relations in the United Kingdom. The vast majority of employment law before 1960 was based upon the Law of Contract. Since then there has been a significant expansion primarily due to the "equality movement"[citation needed] and the European Union.[citation needed] There are three sources of Law: Acts of Parliament called Statutes, Statutory Regulations (made by a Secretary of State under an Act of Parliament) and Case Law (developed by various Courts).
The first significant modern day Employment Law Act was the Equal Pay Act of 1970 although as it was a somewhat radical concept it did not come into effect until 1972. This act was introduced as part of a concerted effort to bring about equality for women in the workplace. Since the election of the Labour Government in 1997, there have been many changes in UK employment law. These include enhanced maternity and paternity rights, the introduction of a National Minimum Wage and the Working Time Directive which covers working time, rest breaks and the right to paid annual leave. Discrimination law has also been tightened, with protection from discrimination now available on the grounds of age, religion or belief and sexual orientation as well as gender, race and disability.
Canadian labour law
In Canadian law, 'labour law ' refers to matters connected with unionized workplaces, while 'employment law ' deals with non-unionised employees.
Chinese labour law
Labour Law in the People 's Republic of China has become a very hot issue with the soaring numbers of factories and the fast pace of urbanization. The basic labour laws are the Labour Law of People 's Republic of China (promulgated on 5 July 1994) and the Law of the People 's Republic of China on Employment Contracts (Adopted at the 28th Session of the Standing Committee of the 10th National People 's Congress on June 29, 2007, Effective from January 1, 2008). The administrative regulations enacted by the State Council, the ministerial rules and the judicial explanations of the Supreme People 's Court stipulate detailed rules concerning the various aspects of the employment relationship. Labour Union in China is controlled by the government through the All China Federation of Trade Unions, which is also the sole legal labour union in Mainland China. Strike is formally legal, but in fact is discouraged.
French labour law
In France the first labour laws were Waldeck Rousseau 's laws passed in 1884. Between 1936 and 1938 the Popular Front enacted a law mandating 12 days (2 weeks) each year of paid vacation for workers, and a law limiting the work week to 40 hours, excluding overtime. The Grenelle accords negotiated on May 25 and 26th in the middle of the May 1968 crisis, reduced the working week to 44 hours and created trade union sections in each enterprise.[14] The minimum wage was also increased by 25%.[15] In 2000 Lionel Jospin 's government then enacted the 35-hour workweek, down from 39 hours. Five years later, conservative prime minister Dominique de Villepin enacted the New Employment Contract (CNE). Addressing the demands of employers asking for more flexibility in French labour laws, the CNE sparked criticism from trade unions and opponents claiming it was lending favour to contingent work. In 2006 he then attempted to pass the First Employment Contract (CPE) through a vote by emergency procedure, but that it was met by students and unions ' protests. President Jacques Chirac finally had no choice but to repeal it.
German labour law
United States labor law

An American builder
The Fair Labor Standards Act of 1938 set the maximum standard work week to 44 hours, and in 1950 this was reduced to 40 hours. The green cards entitle legal immigrants to work just like US citizens, without requirement of work permits. Despite the 40-hour standard maximum work week, some lines of work require more than 40 hours to complete the tasks of the job. For example, if you prepare agricultural products for market you can work over 72 hours a week, if you want to, but you cannot be required to. If you harvest products you must get a period of 24 hours off after working up to 72 hours in a seven-day period. There are exceptions to the 24-hour break period for certain harvesting employees, like those involved in harvesting grapes, tree fruits and cotton. Professionals, clerical (administrative assistants), technical, and mechanical employees cannot be terminated for refusing to work more than 72 hours in a work week. These high-hour ceilings, combined with a competitive job market, often motivate American workers to work more hours than required. American workers consistently take fewer vacation days than their European counterparts, and on average take the fewest days off of any developed country. The Fifth and Fourteenth Amendments of the United States Constitution limit the power of the federal and state governments to discriminate. The private sector is not directly constrained by the Constitution, but several laws, particularly the Civil Rights Act of 1964, limit the ability of the private sector to discriminate against certain classes in employment. The Fifth Amendment[18] has an explicit requirement that the Federal Government not deprive individuals of "life, liberty, or property", without due process of the law and an implicit guarantee that each person receive equal protection of the laws. The Fourteenth Amendment[19] explicitly prohibits states from violating an individual 's rights of due process and equal protection. Equal protection limits the State and Federal governments ' power to discriminate in their employment practices by treating employees, former employees, or job applicants unequally because of membership in a group, like a race, religion or sex. Due process protection requires that employees have a fair procedural process before they are terminated if the termination is related to a "liberty", like the right to free speech, or a property interest.
The Age Discrimination in Employment Act of 1967 prohibits employment discrimination based on age with respect to employees 40 years of age or older. This Act was created to promote employment of older persons based on their ability rather than age; to prohibit arbitrary age discrimination in employment; to help employers and workers find ways of meeting problems arising from the impact of age on employment because in the face of rising productivity and affluence, older workers find themselves disadvantaged in their efforts to retain employment, and especially to regain employment when displaced from jobs; the setting of arbitrary age limits regardless of potential for job performance has become a common practice, and certain otherwise desirable practices may work to the disadvantage of older persons; the incidence of unemployment, especially long-term unemployment with resultant deterioration of skill, morale, and employer acceptability is, relative to the younger ages, high among older workers; their numbers are great and growing; and their employment problems grave; and the existence in industries affecting commerce, of arbitrary discrimination in employment because of age, burdens commerce and the free flow of goods in commerce.
Title VII of the Civil Rights Act[20] is the principal federal statute with regard to employment discrimination prohibiting unlawful employment discrimination by public and private employers, labour organizations, training programmes and employment agencies based on race or colour, religion, sex, and national origin. Retaliation is also prohibited by Title VII[21] against any person for opposing any practice forbidden by statute, or for making a charge, testifying, assisting, or participating in a proceeding under the statute. The Civil Rights Act of 1991 expanded the damages available to Title VII[22] cases and granted Title VII[23] plaintiffs the right to jury trial.
The National Labor Relations Act, enacted in 1935 as part of the New Deal legislation, guarantees workers the right to form unions and engage in collective bargaining. This legislation and its subsequent amendments are also key elements of U.S. labour law.

Tax Law
Tax law is the codified system of laws that describes government levies on economic transactions, commonly called taxes.

Major issues
Primary taxation issues facing the government’s world over include; * taxes on income and wealth (or estates) * taxation of capital gains
Tax education from law schools
In law schools, "tax law" is a sub-discipline and area of specialist study. Tax law specialists are often employed in consultative roles, and may also be involved in litigation. Many U.S. law schools require about 30 semester credit hours of required courses and approximately 60 hours or more of electives. Law students pick and choose available courses on which to focus before graduation with the J.D. degree in the United States. This freedom allows law students to take many tax courses such as federal taxation, estate and gift tax, and estates and successions before completing the Juries Doctor and taking the bar exam in a particular U.S. state.
There are many Master of Laws (LL.M) programs currently being offered in the United States, Canada, United Kingdom, Australia, and Netherlands etc. Many of these programs offer the opportunity to focus on domestic and international taxation. In the United States most LL.M programs require that the candidate be a graduate of an American Bar Association-accredited law school. In other countries a graduate law degree is sufficient for admission to LL.M in Taxation law programmers.

Arbitration Law
Arbitration, a form of alternative dispute resolution (ADR), is a legal technique for the resolution of disputes outside the courts, where the parties to a dispute refer it to one or more persons (the "arbitrators", "arbiters" or "arbitral tribunal"), by whose decision (the "award") they agree to be bound. It is a resolution technique in which a third party reviews the evidence in the case and imposes a decision that is legally binding for both sides and enforceable. Other forms of ADR include mediation (a form of settlement negotiation facilitated by a neutral third party) and non-binding resolution by experts. Arbitration is often used for the resolution of commercial disputes, particularly in the context of international commercial transactions. The use of arbitration is also frequently employed in consumer and employment matters, where arbitration may be mandated by the terms of employment or commercial contracts.
Arbitration agreement
In theory, arbitration is a consensual process; a party cannot be forced to arbitrate a dispute unless he agrees to do so. In practice, however, many fine-print arbitration agreements are inserted in situations in which consumers and employees have no bargaining power. Moreover, arbitration clauses are frequently placed within sealed users ' manuals within products, within lengthy click-through agreements on websites, and in other contexts in which meaningful consent is not realistic. Such agreements are generally divided into two types: * agreements which provide that, if a dispute should arise, it will be resolved by arbitration. These will generally be normal contracts, but they contain an arbitration clause * agreements which are signed after a dispute has arisen, agreeing that the dispute should be resolved by arbitration (sometimes called a "submission agreement")
The former is the far more prevalent type of arbitration agreement. Sometimes, legal significance attaches to the type of arbitration agreement. For example, in certain Commonwealth countries, it is possible to provide that each party should bear their own costs in a conventional arbitration clause, but not in a submission agreement.
In keeping with the informality of the arbitration process, the law is generally keen to uphold the validity of arbitration clauses even when they lack the normal formal language associated with legal contracts. Clauses which have been upheld include: * "arbitration in London - English law to apply" * "suitable arbitration clause" * "arbitration, if any, by ICC Rules in London"
The courts have also upheld clauses which specify resolution of disputes other than in accordance with a specific legal system. These include provision indicating: * that the arbitrators "must not necessarily judge according to the strict law but as a general rule ought chiefly to consider the principles of practical business" * "internationally accepted principles of law governing contractual relations"[17]
Agreements to refer disputes to arbitration generally have a special status in the eyes of the law. For example, in disputes on a contract, a common defence is to plead the contract is void and thus any claim based upon it fails. It follows that if a party successfully claims that a contract is void, then each clause contained within the contract, including the arbitration clause, would be void. However, in most countries, the courts have accepted that: 1. a contract can only be declared void by a court or other tribunal; and 2. if the contract (valid or otherwise) contains an arbitration clause, then the proper forum to determine whether the contract is void or not, is the arbitration tribunal.
Arguably, either position is potentially unfair; if a person is made to sign a contract under duress, and the contract contains an arbitration clause highly favourable to the other party, the dispute may still referred to that arbitration tribunal. Conversely a court may be persuaded that the arbitration agreement itself is void having been signed under duress. However, most courts will be reluctant to interfere with the general rule which does allow for commercial expediency; any other solution (where one first had to go to court to decide whether one had to go to arbitration) would be self defeating.
Sources of law
States regulate arbitration through a variety of laws. The main body of law applicable to arbitration is normally contained either in the national Private International Law Act (as is the case in Switzerland) or in a separate law on arbitration (as is the case in England). In addition to this, a number of national procedural laws may also contain provisions relating to arbitration.
By far the most important international instrument on arbitration law is the 1958 New York Convention on Recognition and Enforcement of Foreign Arbitral Awards. Some other relevant international instruments are: * The Geneva Protocol of 1923 * The Geneva Convention of 1927 * The European Convention of 1961 * The Washington Convention of 1965 (governing settlement of international investment disputes) * The UNCITRAL Model Law (providing a model for a national law of arbitration) * The UNCITRAL Arbitration Rules (providing a set of rules for an ad hoc arbitration)

References: * Business for the 21st Century- by Skinner and Ivancevich * www.wikipedia.org * www.investopedia.com * Mercantile Law- by M.C. Kuchal * Law of Torts- by G.S. Pande * And various websites

References: * Business for the 21st Century- by Skinner and Ivancevich * www.wikipedia.org * www.investopedia.com * Mercantile Law- by M.C. Kuchal * Law of Torts- by G.S. Pande * And various websites