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BASIC NOTIONS OF BUSINESS LAW
A. DISCUSSION
1. Imagine you can start your own business, the company of your
dreams. Ignore the financial, legal and technical aspects. What
line of business would your company be in?
What kind of company would it be? Would you rather work for a
multinational?
2. Comment upon the following quote.
3. Any business has to be considered in a legal system. Tick
which of the following categories of law could affect the
commercial matters of a company.
International Law Canon Law Common Law Civil Law Criminal Law
Property Law
Intellectual Property Law Business or Commercial Law Family Law
Constitutional Law Administrative Law
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B. READING
How to Start a Business in Romania?
For many young managers, the law seems to be an abstract field,
the domain of
attorneys, lawyers and barristers who are supposed to learn all
those difficult regulations by
heart. Unfortunately, we regret to inform those of you who want
to run profitable businesses
that basic notions of law are required if you are to take
responsibility for your actions.
Therefore, let us think of an aspect of law which comprises the
body of rules, governing the dealings between persons in commercial
matters1. Can you guess the concept? Oh, yes, it is business law,
also called commercial law or mercantile law, which
clearly regulates the legal dealings of a firm. According to the
Encyclopaedia Britannica,
business law can be divided into two main areas: the regulation
of commercial entities by the laws of company, partnership, agency,
and bankruptcy and the regulation of commercial
transactions by the laws of contract and related fields. In this
context, when a person or some partners want to start a business,
they should
first decide on the type of commercial entity suitable for their
line of business. In Romania,
according to the Romanian Business Law Treaty (Stanciu D.
Crpenaru, 2012), the following types of commercial companies
operate: general partnership, limited partnership, joint-stock
company (sometimes called PLC in the UK- public limited company
or Inc.- incorporated
company in USA), limited partnership by shares, limited
liability company (Ltd.), or
European company (SE- Societas Europaea). We could add to this
list the NGO, the non-
governmental organization, or the sole proprietorship/ trader,
which exist in many European
countries. However, the most frequent forms of business in
Romania are joint stock
companies and limited liability companies.
Assuming that the legal requirements have been met, before
launching into trade, it is
advised to check what experienced business people have to say
about their success stories.
The first step to follow is finding out why is important for you
to become an entrepreneur in
order to create your own brand2. A distinction is often made
between running a business
solely for profit and identifying a gap in the market for your
own creative ideas. Pragmatic
executives would suggest that theres no point in going into
business unless you can make profit immediately; otherwise this is
not a good deal and you will begin to lose time and
money.
Both competitors and potential clients are the next to take into
consideration. Contact
customers to research their receptiveness to your products or
services and the differences and
novelty they expect from you that the competition cannot give.
Ideally, you should offer
1 http://www.britannica.com/EBchecked/topic/86266/business-law
(accessed July 19, 2013)
2 This second part is adapted and translated from:
http://reportajelive.wordpress.com/2013/01/03/cum-sa-incepi-
o-afacere-o-lectie-de-la-niste-milionari/ and
http://www.ziare.com/afaceri/plan-afaceri/vrei-sa-incepi-o-afacere-
afla-ce-trebuie-sa-stii-inainte-1063566 (accessed August 8,
2013)
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something better for half the price which, impossible as it may
seem, can be achieved by
combining several services with innovation.
Wherever your business is based, one cannot ignore the European
context and the
commercial laws of the Union. Imagine your firm as part of a
globalized market and evaluate
it accordingly. A visionary professional stops to ponder the
economic situation and starts to
think big. Why shouldnt you see yourself as if doing business in
Paris? Could your organization survive if your employees were paid
at European level? Would your sales/
business contacts be relevant in the global market? Dont expect
a smooth and easy journey; after all, Going into business for
yourself, becoming an entrepreneur, is the modern-day equivalent of
pioneering on the old frontier (Paula Nelson- American
author).3
And by the way, dont forget the tools and resources necessary to
write an attractive business plan and to choose a location which is
customer-friendly!
C. FOCUS ON VOCABULARY
1. In each pair decide which statement is true and which is
false according to the text.
1a. Attorneys, lawyers, and barristers deal with legal matters
on behalf of their clients.
1b. Attorneys, lawyers, and barristers deal with commercial
matters on behalf of their clients.
2a. When starting a business, one first writes a business
plan.
2b. When starting a business, one first evaluates his business
ideas and finds a suitable type
of commercial entity.
3a. The joint stock companies and limited liability companies
are the English equivalent of
Societate pe Aciuni and Societate cu Rspundere Limitat. 3b. The
joint stock companies and limited liability companies are the
English equivalent of
SRL and SA.
4a. New products or services on the market will always bring
profit.
4b. The products or services that can fill a gap in the market,
will bring you profit.
5a. Going into business is as easy as doing business in
Paris.
5b. Going into business in a globalized world is as challenging
as conquering the old frontier.
3
http://www.decision-making-solutions.com/entrepreneur_quotes.html
(accessed August 30, 2013)
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2. Match a word on the left with a definition on the right.
1. Sole Trader a) It is a limited liability company (limited
number of partners, no more than 50), holding in common capital
funds, usually
divided into shares between the owners. Decisions are made
by
a majority vote in the General Meeting of the shareholders
and
the management is assumed by a Council of Administration
(Board of Directors).
2. General Partnership b) A company with at least half of its
capital stock owned by another company, sometimes a foreign
company. It has a legal
personality and it is considered an entity of the country where
it
resides in.
3. Limited Partnership c) This office is set up by foreign
corporations. While it cannot carry commercial activities on their
behalf, it is entitled to
promote and supervise the business of the parent companies.
It
cannot earn revenues in local currency.
4. Joint Stock Company d) It is authorized by Ministry of
Foreign Affairs and undertakes on behalf of the parent company only
transactions
and activities which are consistent to its authorized
object.
5. Representative Office e) It is just an extension of the
parent company and therefore has no legal personality and no
independence. Legally, it has no
separate status from the company itself. It is merely carrying
on
business in a different town.
6. Branch Office f) This business is based upon a contract
between two or more partners. They are jointly liable for the debts
and obligations of
the relationship.
7. Subsidiary g) It consists of one or more general partners who
manage the business and one or more limited partners who
contribute
capital (money or other property), but do not participate in
the
management.
8. Agency of a Foreign
Company
h) You are the exclusive owner of the business, personally
liable for all debts. There is no need to
have annual accounts audited or legal formalities to
commence
trade.
3. Find the word that does not fit the series of synonyms in
each line.
a. legislation breach infringement violation transgression
b. enable entitle consent authorize warrant
c. right equitable unlawful honest fair
d. enforcement coercion constraint obligation disregard
e. evince relate demonstrate establish exhibit
1 2 3 4 5 6 7 8
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f. forbid pursue ban interdict prohibit
g. obstruct hinder restrict rule interfere
h. counterfeiting forgery piracy bribery imitation
i. familiar foreign outlandish overseas external
j. abolish abrogate eradicate exterminate vote
4. Use the word in capital letters, at the end of each sentence,
to form the correct word
to match the definition.
a. The sentence people serve in captivity, consequently to
serious offences.
PRISON ______________________
b. Wrongfully or dishonestly taking something that you have been
trusted to keep safe, as
funds entrusted to ones care. APPROPRIATE
________________________ c. Lacking reason or judgment, refusing to
listen, to reason. REASON _________________
d. Flexible, adjustable, changeable. ADAPT
_________________________
e. The alteration of a document (writ, pleading, indictment) for
the purpose of correcting
some error in the original. AMEND ________________________
f. The person who makes a criminal complaint in England.
COMPLAIN _______________
g. Persons who steal money that is in their care or belongs to
an organization that they work
for. EMBEZZLE ________________________
h. The process of acquiring rights, immunities or obligations as
a result of the passage of
time. PRESCRIBE _______________________
i. The act of violating or breaking a law, or trespassing.
INFRINGE __________________ j. Refusal, negation, rejection. DENY
_______________________
5. Match a word from column A with a word from B to make a pair/
collocation and
find their appropriate translation.
A B Translation
1. to contravene a. settlement 1
2. patent b. enforcement 2
3. money c. a precedent 3
4. out-of-court d. a law 4
5. to bend e. abiding 5
6. law- f. a submission 6
7. law- g. infringement 7
8. to bring/ put to
(to take to court)
h. trial 8
9. a set i. the law/ rules 9
10. to overrule j. laundering 10
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D. GRAMMAR REVIEW
INFINITIVE AND GERUND
INFINITIVE Full Infinitive is used after: Short Infinitive is
used after:
ACTIVE VOICE
(to) finish/ write
(to) be finishing/
writing
(to) have finished/
written
(to) have been
finishing/ writing
PASSIVE VOICE
(to) be finished/
written
(to) have been
finished/ written
1. Verbs: advise, afford, agree,
choose, decide, encourage,
expect, hope, intend, invite,
manage, offer, plan, promise,
refuse, seem, tend, threaten, etc.
The client decided to place an
order.
Some employees tend to be late.
1. Modal verbs: can/ could,
may/ might, must, shall/ should,
will/ would
We could look for the
information on the internet.
Im afraid we must go.
2. The structures: had better/
would rather/ would sooner.
Youd better consider their offer. 2. Adjectives: amazed, angry,
delighted, difficult, disgusted,
easy, first, glad, happy, last,
likely, obliged, sad, sorry,
supposed, surprised, unable, etc.
My family was happy to hear I
had been promoted.
It is difficult to overcome
obstacles.
3. Some verbs: help, let, make,
(in Active Voice).
Michael helped me finish the
report.
4. Why not
Why not arrange a new meeting
for another day?
3. At the beginning of a
sentence in expressions: to tell
you the truth, to cut a long story
short, to be honest/ fair, etc.
To be fair, I should admit my
mistake.
4. () it ()+ adjective+ for+ object+ infinitive
It is unusual for meetings to
start late.
Its essential for the job to be finished in time.
5. Nouns: aim, idea, mistake,
plan, pleasure, shame, time
Our aim is for buyers to be
content with our products.
Its a pleasure to meet you.
6. Question words (wh-words):
We dont know what to do.
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GERUND The gerund is used after:
ACTIVE
VOICE
cooking/ doing
having cooked/
done
PASSIVE
VOICE
being cooked/
done
having been
cooked/ done
1. Verbs: admit, anticipate, appreciate, avoid, consider, delay,
deny,
detest, endure, escape, fancy, imagine, incur, involve, keep,
mention,
mind, miss, postpone, practise, prevent, propose, recall,
report, risk,
save, suggest, understand, etc.
This job involves organizing the Sales Department.
The CEO proposed analyzing the R&Ds report on future
projects.
2. Verbs and expressions with prepositions: approve of, be good
at,
be fond of, be for/against, be interested in, be used to, feel
like, insist
on, look forward to, object to, succeed in, think of/about,
etc.
Ian is against starting the new project.
We are looking forward to doing business with you.
3. Expressions: its no use/ good, its (not) worth, have
difficulty (in), theres no point (in), feel like, etc. Im having
difficulties in reading the memo: its in German.
4. Prepositions: after, before, by, instead of, when, while,
without.
I eat in my office instead of going to the canteen.
She often makes decisions without telling her subordinates.
INFINITIVE OR GERUND?
Some verbs and adjectives can be followed by either Infinitive
or Gerund, with or
without differences in meaning.
I. Verbs taking Infinitive or Gerund WITHOUT a great difference
of meaning: attempt, begin, cease, continue, commence, detest,
enjoy, finish, intend, like, love, hate,
omit, plan, prefer, propose, recommend, start; it needs/
requires/ wants; cant/ couldnt bear.
I like working in the morning. (more typically U.K.)
I like to work in the morning. (more typically U.S.)
He began/ started repairing/ to repair computers when he was
16.
I couldnt bear telling/ to tell them the truth.
II. Verbs taking Infinitive or Gerund WITH a change in
meaning:
VERB GERUND INFINITIVE
REMEMBER Refers back to the past, to things that
one did.
I still remember signing my first
contract.
Refers forward in time, to things that
one still has or still had to do at the
moment of remembering.
You must remember to sign the
contract with Mr. Jones tomorrow.
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FORGET Refers back to the past, to things that
one did. Mostly used in the phrase:
Ill never forgeting. Ill never forget seeing The Pope.
Refers forward in time, to things that
one still has or still had to do at the
moment of forgetting.
I forgot to see my accountant today.
GO ON Means to continue. She went on explaining her project
until we all got bored.
Refers to a change of activity.
She introduced everybody and went
on to explain her project to us.
STOP Means to cease.
After such accusations I stopped
talking to him.
Means to interrupt an activity and
start doing something else, in order
to...
I stopped (reading) to talk to him.
REGRET Refers back to the past, to something
that one is sorry one did.
I really regret informing the
manager about my colleagues mistake.
Is used mostly in announcements of
bad news.
We regret to inform you that your
credit card information may have
been compromised.
TRY To talk about making an experiment,
a new experience.
I tried calling each and every
employee of the customer service
department for fun.
To talk about making an effort to do
something difficult, which might fail
or succeed.
I tried to call the customer service
department, to write e-mails, but they
still wouldnt answer to me. MEAN With the meaning of involve,
have
as a result. If you want to get a job it will mean
studying English.
With the meaning of intend.
She says she means to study English
as soon as possible.
ADVISE
ALLOW
PERMIT
FORBID
No object
They dont allow/ permit taking more than three coffee
breaks.
+ object
They dont allow/ permit employees to take more than three coffee
breaks.
LEARN
TEACH Refer to lessons or subjects of study.
Every winter he goes to the
mountains to learn skiing.
Refer to the result of the study, to the
process of learning a skill.
He learnt to ski because he went to
the mountains every winter.
FEEL
HEAR
LISTEN
NOTICE
OBSERVE
OVERHEAR
SEE
WATCH
Suggest that an action is in progress.
I saw them looking for a solution.
Suggest we watch, hear a part of an
action.
I could watch them building their
new house.
SHORT INFINITIVE
Suggest a completed action.
I saw them look for the best solution.
Suggest we watch, hear the whole
action, from start to finish.
I could watch them build a new
garage and pull it down.
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PRACTICE:
1. Tick the correct form of the verb.
1. Dear applicant, we regret ____ that your application has been
unsuccessful this time.
to inform informing 2. I regret ____ to conclusions, without
careful thinking.
to jump jumping 3. We tried ____ to our customers personally,
but we couldnt convince all of them.
to speak speaking 4. They tried ____ their products on
international markets.
to sell selling 5. He stopped ____ when he discovered a
pulmonary affection.
to smoke smoking 6. Quite surprisingly, he stopped his speech
____ a very important call.
to answer answering 7. One more thing, dont forget ____ all the
clients.
to call calling 8. No way, I cant have forgotten ____ such an
important agreement.
to sign signing 9. I overheard them ____ the
misappropriation
to plan planning 10. I noticed them ____ a strong brand which
the public had confidence in.
build building
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2. Translate into English.
1. Firma noastr s-a hotrt s retrag posterele greite imediat. 2.
Reabilitarea ageniei a inclus donarea unei mari sume de bani. 3.
nchipuiete-i-o venind la timp! 4. Dac ai terminat de scris
raportul, te rog pred-l efului de departament. 5. Cnd au sosit n
sfrit, ne-au spus c le-a luat o or s ajung pn la noi. 6. Nu a risca
s-i telefonez. 7. M-a rugat s-o ajut s multiplice materialele
publicitare. 8. Filmul chiar merit vzut. 9. Ei i-au cumprat bilete
pe rndul nti ca s nu piard nimic din pies. 10. Mi-a fcut mare
plcere s lucrez cu voi la acest proiect.
3. Complete the following sentences with a verb from the list
below, using either the
gerund or the infinitive: argue, do*3, get, leave, live, see,
take, talk.
a. I miss _______________ in England.
b. I enjoyed ______________ my former colleagues again.
c. He avoided ______________ to them because he was in a
hurry.
d. I promised ______________ it by Friday.
e. She is expected _______________ the job.
f. Would you like _______________? Im tired and hungry.
g. She taught me _______________ it.
h. They dont tolerate any ________________ about their
decisions.
i. I dont feel like ________________ the same thing over and
over again.
j. Do you mind _______________ it with you? I have no use for a
useless object like this.
4. Fill in the blanks with the correct preposition.
1. Can you begin ........................ outlining an agenda
and then announce everybody?
2. Youll have to get used .. meeting tight deadlines. 3. I dont
approve ......................... my employees leaving the office
earlier without prior notice.
4. Were depending ....................... you to find a fast
solution. 5. Because of the noise, I had to shout
...................... the man.
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6. The holidays of our colleagues prevented us
........................... finishing the product.
7. There is no point ........................... continuing this
research.
8. John insisted .. everybody wearing suits at work. 9. She
confessed .. having listened to that private conversation. 10. They
arranged the visitors to stay in a hotel near the office.
5. Fill in the blanks of the following rejection letter, using
the verbs in brackets in the
right form.
Dear Ioana,
Thank for your (show) _______________ interest in our
company.
We appreciate the opportunity (consider) ________________ you
for a position in our team.
We have reviewed your background and experience and those of the
other applicants.
However, because of the quality of candidates, the decision was
extremely difficult (make)
______________. Although your application and interview were
impressive, we have
decided (proceed) ______________ with other candidates who meet
our needs more closely
at this time. Our decision was based upon (compare)
________________ the demands of the
position with the abilities shown by each candidate.
We are now writing, with regret, (inform) ______________ you
that your name has not been
placed on the short list of candidates.
Thank you so much for (take) ______________ the time (come)
______________ to our
headquarters. We enjoyed (meet) ______________ you and our
discussions.
We hope there may be other employment opportunities of interest
to you in the future and
that you will continue (apply) ______________ for vacancies in
our company.
Yours sincerely,
Gabrielle Smith
Human Resources Manager
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E. COMMUNICATION SKILLS
1. Read the text below. Work with a partner and find a solution
to this problem. In light
of the following facts, advise the company as to its rights, if
any, under Romanian or EU
law.
Chocolat Suisse is a major Swiss producer of fine chocolates. It
sends a shipment of
chocolate to its distributor in Romania, but the shipment is
refused entry at Ndlac Customs. The reasons given by the customs
officials for refusing entry are:
a. The chocolate boxes are not labeled in Romanian. There is a
legislative
requirement that all food imported into Romania must be labeled
in Romanian;
b. The chocolates are packed unsatisfactorily according to the
consumer protection
standards;
c. The Swiss chocolates contain additives which are not allowed
in chocolates
marketed and sold in our country.
In addition, Chocolat Suisse have also been told by La Doi Pai,
a supermarket chain to whom it had sold large quantities of
chocolates, that they will not be stocking the Swiss
product, as part of their Fabricat n Romnia campaign, which
encourages shops to sell Romanian products, to the detriment of the
ones of foreign origin.
(Adapted from: Gabril Moens, John Trone, Commercial Law of the
European Union, 2010, 426)
2. A mission statement is a brief description, in general terms,
of a companys overall policies and main objectives, stating it
reason for existing. Write a mission statement for
the company you would like to found or for the company you work
for, using some of
the suggested vocabulary.
- to focus on imperatives
- change and continuous improvement
- our organizational culture cultivates
unique thinking
- capable team
- tailored services
- to deliver innovative solutions and
excellence
- customers satisfaction - to outperform competition
- to treat customers with compassion and
kindness
- to achieve our vision
- to strive to deliver high quality
- our commitment to equal employment
- in pursuit of our mission, we believe
- a unique combination of talent and
experience
- to act with honesty, integrity and fairness
- our company endeavours/ strives to
provide
- to access a multitude of resources
- to foster/ support programs that enable
balance