the effect of drug or metal illness that renders the contract void

general or specific

gross unfairness brought about by the superior position of one of the parties of the contract

mutual

material

unilateral

cause an injury to the other party

determine a misrepresentation

be brought in front of a Court

to avoid unjust enrichment

to protect the weak party

neither a) nor b)

legally non-binding rules

legally binding rules

neither a) nor b)

to act as a member of the board of directors

to avoid conflicts of interest

to find business opportunities

occurs in case of labour contracts

occurs when one of the parties takes advantage of another by reason of the superior position

occurs in any case of superior position of one of the parties

a requirement of valid contract

a requirement of effective contract

a requirement of enforceable contract

not binding on both parties

binding on only one of the parties

unenforceable

the contract is binding on one party, but only in case the other decides to enforce it

the contract is binding on both parties, unless one of them decides to withdraw from it

the contract is binding on only one party and the other has the option to enforce it or withdraw from it

the parties can continue the negotiation

the parties are bound by the agreement

the parties can change their minds over a given period of time

general/specifical, negotiated/unilateral, direct/indirect

express/implied, bilateral/unilateral, executed/executory, valid/ void/voidable

written/oral, formal/informal, registered/unregistered

be comprehensive, be voluntary, be personal

indicate a clear intent, be definite, be communicated

be written, be accepted, be exchanged to a specific party

are legally irrelevant for contract

cannot be deemed as acceptance

is acceptance in case the offer imposes the duty to speak within a given time on the offeree

a voluntary and intentional relinquishment or renunciation of a contract right

an incomplete performance

a unilateral obligation

a member of Police Department

a person authorized to act for another

a duly authorized lawyer

by U.N.

by international conventions

by private agreements

an invitation to start a negotiation

an offer

an invitation to make a proposal

provide a fixed period for acceptance and be accepted before the offeror withdraws it

be accepted within the given term, if provided, or otherwise within a reasonable time

neither a) nor b)

waiver

termination or completion of contract

failure in performance

the offeree’s country of origin

the applicable law provided in the contract

the offeror’s country of origin

general or specific

essential or irrelevant

consequential, limitated or punitive

sharing thoughts and feelings

a company

a type of business organization

loan over interests

letter of insurance

letter of intent

a leasehold

the simplest form of business organization

an association of undertakings

Chief Fiscal Officer

Chief Financial Officer

Control of Execution Orders

an agreement entered by two members of a gentlemen’s club

a legally binding agreement under certain circumstances

a legally non-binding agreement

European Economic Interest Grouping, Societas Europaea, Societas Cooperativa Europaea, Societas Privata Europaea, European Mutual Society, European Foundation

European Economic Interest Grouping, Societas Europaea, Societas Cooperativa Europaea

partnerships, limited partnerships, corporations

right to set up and manage companies or firms in any member state

right to set up and manage companies or firms by partners of different member states

right to set up and manage companies or firms in at least two member states

to set up a new company only after creating one in a different member state

to set up secondary offices in a different member state

to set up agencies, branches or subsidiaries

Eu nationals and non-nationals can be subject to the same regulation

Eu nationals and non-nationals must be subject to the same regulation

Eu non-nationals can be subject to special regulation in different member states

(i) ipo; (ii) preventive control; (iii) capital suscription

(i) charter of incorporation, (ii) meeting of founders, (iii) preventive control

(i) instrument of constitution and statute, (ii) preventive control, (iii) public registry

by merger, by acquisition, by spin off, by default

by merger, by establishment of a holding, by conversion, by formation of a subsidiary

neither a) nor b)

the contribution in cash provided by shareholders

the minimum amount of assets request by law for the formation of a company

the sum of assets contributed to company by shareholders

is intended to probe the truth of the balance sheet

is intended to prevent reimbursement of legal capital

is intended to assess the efficiency of management organ

is a ‘one-tier’ system

is a ‘two-tier’ system

can be either a ‘one-tier’ system or a ‘two-tier’ system

a management organ and a supervisory organ

a management organ and two types of general meeting

a management organ and a supervisory organ, alongside the general meeting

may appoint and remove the management organ and even manage the company itself

may appoint and remove the management organ, but never manage the company itself

may only remove the management organ

a single management organ

a double management organ

the president alongside the board of director

for an unlimited period

for no more than 1 year

for no more than six years

agreements having as their object or effect to abuse of a dominant position

agreements having as their object or effect to share markets or sources supply

agreements having as their object or effect to create concerted practices

agreements and decisions pursuant to the same article shall be automatically void

agreements, decisions and concerted practices pursuant to the same article shall be automatically void

agreements prohibited pursuant to the same article shall be automatically void

improvement of production and distribution

improvement of european economy

improvement of wellfare

a concerted practise

a horizontal agreement

a vertical agreement

rival undertakings share the market instead of competing

rival undertakings share instead of competing

rival undertakings collude instead of competing

the association imposed the price at which cement should be sold by its members

the association recommended the price at which cement should be sold by its members

the association concerted with its members the price at which cement should be sold

cooperation agreements and joint ventures

agency agreements and supply agreements

distribution agreements and franchising agreements

an agreement between undertakings is required

an agreement between undertakings may occur, but it is not necessary

there must be no agreement between undertakings

are subjects to specific exceptions in case of resulting benefits for consumers

can meet exceptions in case provided by nationals regulations

can meet no exceptions

a unilateral decision made by an association of undertakings

an agreement entered by a single entrepreneur and a company

a unilateral decision made by an undertaking

there must be at least a parallel behaviour over a period of time, even though it may be regarded as no adequate proof

there must be at least a memorandum of understanding between the parties

there must be a written agreement

it affects trade between member states

it inf

that an undertaking can avoid competition only by using illegal strategies

that an undertaking can act indipendently from its competitors and consumers and thus is not subject to normal competitive forces

that an undertaking can act indipendently and it is not subject to normal competitive forces because it has no competitors at all

only if such dominace refers to the entire internal market

if it at least refers to a substantial part of the internal market

in any case

restrictions imposed by the franchisor to the franchisee are within the scope of article 102 of TFEU

restrictions imposed by the franchisor to the franchisee are outside the scope of article 101 of TFEU

restrictions imposed by the franchisor to the franchisee are within the scope of article 101 of TFEU

foreign market

national market

european market

4 criteria

4 criteria, 2 positive and 2 negative ones

2 criteria

was regarded as an expression of free entreprenership of the manufacturer

was regarded as tacit acquiescence by the dealers in subsequent anti-competitive activities of the manufacturer

was regarded according to the subsequent conducts of the dealers

the intention of Bayer was to make a fraud

the intention of Bayer was not illegal

the intention of Bayer was to impose an export ban

the sum of assets contributed to a company by shareholders when shares are issued

the sum of assets contributed to a company by investors after its creation

the current value of company assets

is a confidential information

is disclosed in the public registry and in the financial statements

is disclosed in the financial statements only

the capital approved by the meeting of shareholders

the capital represented by assets raised by shareholders and third parties by issuing new shares

the maximum amount of assets that the directors of the company are authorized to raise as contributions by by shareholders and third parties by issuing new shares

the amount of assets that existing shareholders have already undertook to contribute to the company

the amount of assets that existing shareholders have already paid up to the company

the remaining part of authorized capital still to be paid by the existing shareholders to the company

the actual value of shares

the market value of shares

the part of the legal capital that each share represents

in case of profits

in case the balance sheet is positive

in case the meetings of shareholders decide ro do so

Board of directors can call a general meeting of shareholders to decide appropriate measures

Board of directors must call a general meeting of shareholders to decide appropriate measures

ECL sets out no mandatory conducts upon the board of directors

Prudence and true and fair view

Confidentiality and privacy

Effectiveness and performance

One member

More than one member

One or more members

General meeting

Supervisory organ

Both a) and b)

General meeting

Management organ

Both a) and b)

Can be appointed as members of management organ

Cannot be appointed as members of management organ

Can be appointed as chairman of the management organ only

General meeting

Supervisory organ

Both a) and b)

Any breach of the legal, statutory or other obligation inherent in their duties

Any losses of the SE

Any claim

General meeting

Management organ

Supervisory organ

At least once a year

At least twice a year

At least every quarter

must vote in presence

can vote either in presence or by proxy

neither a) nor b)

Convocation, identification, deliberation

Convocation, Participation, Resolution

Notification, Participation, Resolution

Unanimity principle

Majority principle

Golden share principle

By the number of shareholders attending the meeting

By the overall number of shares

By the number of shares held by shareholders attending the meeting

By expressing their opinion on the resolution

By assenting or dissenting on the issues in the agenda

By assenting, dissenting or abstaining on the issues in the agenda

Winding-up rules

Annual accounts rules

Pre-emptive rights

By acquisition or by formation of a new company

By spin-off or consolidation

By winding-up or liquidation

of a public limited-liability company with registered office in the Union

of a public limited-liability company with registered office in the Union with at least one subsidiary outside the Union

of a public limited-liability company with registered office in the Union with at least one subsidiary governed by the law of another member state for at least two years

Requires at least two partners from two different member states

Requires that at least one partner is in control of a subsidiary in another member state

Is possible by a single member

Financing, promotion, creation

Constitution, promotion, registration

Instruments of constitution, preventive control, registration

a legally enforceable agreement, express or implied

an expression of will

a document

the price

something a party provides in exchange for something from the other party

something a party provides in exchange for goods from the other party

tort law, business law, company law

institutional relationships

other areas of business law

is a rule to be enforced just as law

is a rule to be enforced but is less binding than law

is a rule binding upon the parties

are the same

contract is the content of the document

the document is only evidence of the mental agreement that constitutes the actual contract

from the words contained in the document

from the words and actions taken as a whole

from mental interpretation

capacity, mutual agreement, consideration and legality of subject matter

oral or written agreement, implied or express agreement

essential conditions, optional conditions

the one expressing the clear intention to be bound by the agreement

a signed document

stated in words, written or oral, or partly written and partly oral

can be inferred by a judge

can be by conduct

can be inferred by a reasonable person

by operation of law on behalf of the unconscious party

by subsequent meeting of the minds

by operation of law in order to avoid unjust enrichment of one party at the expense of another

involves two promises

involves one promise by one party and an act by another

is a unilateral conduct

is an effective contract

in an effective and enforceable contract

is a contract that meets all legal requirements and can be enforced by either party

is valid but cannot be enforced

is not valid and cannot be enforced

is not valid but can be temporarily enforced

is binding on either party but is enforceable by only one

is binding on one party and enforceable by the same

is binding on one party who has the option to withdraw from it or enforce it

when minds meet

after a reasonable time

when minds meet or if they don’t meet within a reasonable time

is legally relevant

is legally irrelevant

is legally relevant only if is manifested by words or actions

is not an offer but just an invitation to offer

is an offer

can be an offer if it is specific to an identified or identifiable person or group

must state the essential terms of the proposed contract

must clearly identify the good or service

can state the essential terms of the proposed contract

must be clarified before the agreement is reached

may be implied or inferred by common sense

could be clarified after the contract is closed

for the specified period of time

for the specified period of time or, if not specified, for a reasonable time

for a reasonable time

in case of rejection, counteroffer, death or incompetency of either offeror or offeree

in case the acceptance is revoked by the offeree

never

never

in any case

always except in case of option contract, unilateral contracts, u.c.c. exception, promissory estoppel

must be addressed

must be addressed in any manner or by any medium so long as reasonable

can be implied by silence or inaction

can be clear and unconditional

must be clear and unconditional

can be a counteroffer

is a good given in exchange for another

is a service given in exchange for another

is any lawful alteration of responsibilities that is given in exchange for the other person’s consideration

is not an issue in court

is an issue in court

neither a) nor b)

is not binding if the parties don’t enter a new agreement

is binding for the parties

is not binding since it was not bargained for in the current transaction

material

unilateral

incidental

the contract is binding

the contract is not binding, except when the other party knows or should have known the mistake

the contract is binding, except when the other party knows or should have known the mistake

the contract is binding

the contract is not binding because there was no intention to agree

the contract is binding because a person should not be allowed to benefit from his own ignorance or carelessness

a relevant fact, value or opinion

a relevant fact

a relevant value

void

voidable

unenforceable

a misrepresentation of a fact, made knowingly, with the intent to defraud, justifiably relied upon, causing injury to the other party

a misrepresentation of a material fact, made knowingly, with the intent to defraud, justifiably relied upon, causing injury to the other party

a misrepresentation of a material fact, made knowingly, with the intent to defraud, justifiably relied upon

means actual knowledge

means potential knowledge

includes careless indifference to the truth

the mistaken party must have actually relied upon the misrepresentation

the mistaken party must have reasonably relied upon the misrepresentation

the mistaken party could have reasonably relied upon the misrepresentation

claim for damages

rescind the contract

rescind the contract or affirm the contract

never

in case of minor

in case misrepresentation is made unknowingly and without the intention to defraud

contract is valid and enforceable

is voidable and gives rise to a claim for damages

is voidable but doesn’t give rise to a claim for damages

when one party gains a position of dominance after the contracts

when one party takes advantage of the dominant position following the closing of contract

when one party takes advantage of another by a previous superior position or condition of relationship

physical

mental

both

in any case

if the party concerned raises an action against the other

if it has deprived one party of his free will

capacity of dealing with the type of business object of the contract

adequate level of experience in the business object of the contract

a legally defined level of mental ability sufficient to reach an agreement

is deemed to have no capacity

is deemed to have no capacity, unless the other party gives contrary evidence

neither a) nor b)

there must be a medical certification

there must be a medical assessment

neither of them

there must be a medical certification

there must be a medical assessment

neither of them

the contract is voidable

the contract is voidable if the intoxication deprived him/her of an adequate level of mental ability

the contract is void if the intoxication deprived him/her of an adequate level of mental ability

is void

is voidable

is not enforceable, because it has no existence in contemplation of law

rescission

termination or completion

compensation

complete performance

substantial performance

bilateral performance

has no right to consideration for his limited performance

has the right to recover his expenses

has the right to recover the market value

express/implied, precedent/concurrent/subsequent

essential/limitative

punitive/compensatory

it must be complied with or occur before the other party becomes obligated for his performance

it must be complied with or occur after the other party becomes obligated for his performance

it must be complied with or occur the very moment the other party becomes obligated for his performance

one party has failed to perform

both parties have failed to perform

one party has failed to perform in a material way

there can be a discharge by breach

there cannot be a discharge by breach

neither a) nor b)

before the given date of performance

before the given date of performance, but can be claimed only after such date

after the given date of performance

must be expressed

is implied by action taken by one party

can be expressed or implied

is a type of discharge

is a contract

is a unilateral act

parties declare to be satisfied with the performances made up to that moment

parties agree to terminate the contract

parties agree to substitute an existing obligation with a new performance

is only bilateral

can be both unilateral or bilateral

must be unilateral

one party excuses the other from his performance

one party accepts a different performance in the place of the original one

both parties agree in replacing their reciprocal performances

must be provided in the original contract

is a new contract

is a voluntary relinquishment of a party’s right in a contract

subsequent illegality, impossibility, bankruptcy, statute of limitations

default, illegality, force majeure

tort, illegality, bankruptcy

essential, substantial, partial

compensatory, consequential, liquidated, punitive

judicial, conventional, moral, equitative

grant the powers needed to accomplish the duties

pay expanses and inform of existing risks

pay adequate compensation

is outside the scope of article 102 tofu if the product is highly specialized and
expensive

is outside the scope of article 101 tofu if the product is highly specialized and
expensive

is always outside the scope of article 101

always unlawfull

usually unlawfull

lawfull