Chapter 1 Introduction
Section 1 Legal Systems and Law
Section 2 About Commercial Law
Section 3 Choice of Business Organizations
Section 4 Introduction to Contracts
Chapter 2 Partnerslup Law
Section 1 Partnerships
Section 2 Sole Proprietorship and Partnership
Section 3 Partnership Law of England
Chapter 3 Company Law
Section 1 About Corporation
Section 2 The Article of Incorporation
Section 3 Management of Corporation
Section 4 Veil of Incorporation
Section 5 Stock
Section 6 The Director as a "Fiduciary"
Section 7 Officers of Corporation
Section 8 Merger,Consolidation and Termination of Corporation
Section 9 The Company Law of China
Chapter 4 Bankruptcy Law
Section 1 History of Bankruptcy Law
Section 2 Liquidation Bankruptcy
Chapter 5 Negotiable Instrument Law
Section 1 Negotiable Instruments
Section 2 Rights of Holder in Due Course
Section 3 Check Collection
Section 4 The Bank and Its Customer:Rights,Duties and Liabilities
Chapter 6 Securities Law
Section 1 General Introduction
Section 2 The securities Markets
Section 3 State and Federal Securities Laws
Section 4 The Securities and Exchange Commission
Chapter 7 Insurance Law
Section 1 History of Insurance
Section 2 Fundamental Principles of Insurance Law
Section 3 The Contract of Insurance
Section 4 Classes of Insurance
Chapter 8 Banking Law
Section 1 Banks and Banking
Section 2 Banking Law in Canada
Section 3 When Banks Collide
Chapter 9 Dispute Resolution
Section 1 Arbitration
Section 2 Civil Procedure Law
Section 3 Criminal Procedure Law
Company Law of the People's Republic of China
Insurance Law of the People's Republic of China
1. The Supremacy Clause
Article Ⅵ states in part:"This Constitution and the Laws of the United States which shall be made in pursuance thereof ...shall be the supreme Law of the Land ...," hereby guaranteeing federal supremacy,even though the states created the federal government.
2. The Contract Clause
Section 10 of Article I of the United States Constitution provides in part that no state shall pass any law impairing the obligation of contracts. This provision has no application to the federal government,which,in fact,frequently enacts laws and adopts regulations that affect existing contracts.The Department of Agriculture from time to time embargoes grain sales to foreign countries,usually as a result of problems in foreign affairs.
The limitation on state action impairing contracts has not been given a literal application.As a result of judicial interpretation,some state laws that affect existing contracts have been approved,especially when the law is passed to deal with a specific emergency situation. On the other hand,this constitutional provision does limit the alternatives available to state government and prevents the enactment of legislation that changes vested contract rights.
3. The Taxing Power
The power of taxation is exercised by the legislative branch of the government. The only limitations on its exercise are found in federal and state constitutions. The fact that a tax may destroy a business or the value of property is no basis for a judicial determination that the tax is unconstitutional. The court must find that the tax violates some specific provision of the Constitution before the tax can be held invalid. The decision as to the wisdom or propriety of the tax is left to the legislature.
Taxation is a very important form of regulation used to accomplish many goals. Tax policy is a major ingredient in the efforts of government to regulate the economy. Depreciation allowances have been accelerated from time to time to bolster the economy by making additional cash available for business investment. The gasoline tax has been substantially increased in order to raise the price of gasoline and reduce consumption. States were encouraged to adopt unemployment compensation taxes by a federal law that gave a 90 percent credit on the federal tax for taxes paid to states.
Few questions are raised today conceming the validity of a federally imposed tax. The Sixteenth Amendment to the Constitution and the broad scope of the federal taxing power,which has been approved by he courts,eliminates most such issues. Of course,there is a considerable amount of litigation involving the interpretation and application of the federal tax laws and regulations. Great deference is given to the position taken by the Commissioner of Internal Revenue in such cases. Courts tend to hold that federal taxing laws are valid unless there is some clear constitutional infirmity.
4. The Commerce Clause
The power of the federal government to regulate business activity is found in the so-called Commerce Clause of the Constitution, which states: " Congress shall have power to regulate Commerce with foreign Nations,and among the several States,and with the Indian Tribes. "This grant of three-pronged power has been broadly interpreted to give the federal government considerable power to regulate business,to prescribe the rules by which commerce is conducted.
The power to regulate foreign commerce is vested exclusively in the federal government and extends to all aspects of foreign trade. State and local governments may not regulate foreign commerce,although they do sometimes attempt directly or indirectly to regulate imports and exports to some degree. Such attempts are unconstitutional. State or local laws regulating or interfering with federal regulation of commerce with foreign nations are invalid as violations of the Commerce and Supremacy clauses. One city required that all retail goods originating behind the Iron Curtain be so labeled. The law was unconstitutional.
The key language of the Commerce Clause is the phrase "among the several States. " This language has been construed to give Congress power to enact laws covering any business activity in interstate commerce and any intrastate business activity that has a substantial effect-negative or positive-on interstate commerce. The effect or any individual business on interstate commerce need not be substantial if the cumulative effect of all similar businesses is substantial.
While the power of Congress to regulate an infinite variety of business activities by use of the Commerce Clause is quite broad,it is subject to some limitations. These limitations are found in other provisions of the Constitution,such as the Sixth Amendment' s guarantee of a right to trial by jury and the Fifth Amendment's Due Process Clause.ln addition,the power to regulate commerce cannot be used to destroy state and local governments and thus cannot be used,for example,to regulate the wages of government employees.
In granting Congress power over commerce,the Constitution did not expressly exclude the states from exercising authority over commerce. The Supreme Court held that the nature of the commerce power did not by implication prohibit state action and that some state power over commerce is compatible with the federal power. Because of the Commerce clause,nevertheless,state powers over commerce are definitely limited.
5. The Bill of Rights and Business
The first ten amendments to the Constitution of theUnited States,often referred to as the Bill of Rights,have numerous provisions that impact directly on business and economic activity,as well as on all other aspects of our daily lives.