Law

“Law is a system of rules and guidelines which are enforced through social institutions to govern behavior”

~ Wikipedia on law

“In law particular case interpretations are deduced from the general law.”

~ Teacher on application of laws

How laws are structured / how to refer to law

• Luku n == chapter n
  • Pykälä ( § ) n == section n
    • Momentti( 1,2,3.. ) == moment ( 1,2,3.. )

Where to find the law

• Legistlation of Republic of Finland and more online in Finnish / suomeksi
• Translations of finnish laws and regulations at finlex.fi
• Library of The Parliament of Finland is situated in the "Postitalo" right at the core of Helsinki (map). In addition to having all laws and all regulations legistlated by the parliament, they offer wide variety of weekly and monthly magazines from all over the world.
• Book: Access to Finnish Law by Aapo Surakka also available as an e-book

Business Law

“Talousoikeus on yksityisoikeuden alue, johon kuuluvat markkinaoikeus, maa- ja vesioikeus sekä työoikeus ja ympäristöoikeus. ”

~ Suomenkielinen Wikipedia on talousoikeus

Commercial law, also known as business law ( w:fi:Yritysjuridiikka ), is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.It is often considered to be a branch of civil law ( w:fi:Säädösoikeus )and deals with issues of both private law ( w:fi:Yksityisoikeus ) and public law ( w:fi:Julkisoikeus ). ( Wikipedia )

This article outlines commercial law and contains among other things

• Branches of commercial law
• commercial laws by region
• History of commercial law
• Types of business entities
• Contracts
• Intellectual property
• Dispute resolution
• not to forget General commercial law concepts

Types of business entity in a nutshell

A business ( w:fi:yritys )may be one of the following:

• Private incorporated ( Inc. LLC. Ltd. ) Yksityinen osakeyhtiö, Oy )
• Public incorporated ( PLC. ) ( Julkinen osakeyhtiö (oyj) )
• A w:Cooperative ( w:fi:Osuuskunta ). Obs. there are cooperatives owned by their workers __and__ cooperatives owned by their customers.
• A "person" company such as

• • A w:Sole proprietorship ( also known as the w:Sole trader ) ( w:fi:Toiminimi )
  • A w:General partnership ( w:fi:Avoin yhtiö )
  • A w:Limited partnership ( w:fi:Kommandiittiyhtiö )

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"All companies are businesses, but not all businesses are companies." -- jubo-jubo

• "Incorporated" means it forms a w:legal personality ( w:fi:oikeushenkilö ) of its own and

the owners are never liable for it's liabilities.

• Non-incorporated ( w:fi:henkilöyhtiö ) there is at least one person who has personal liability for the liabilities of the business. The w:silent partner ( hiljainen yhtiömies ) in a limited partnership does not have liability for the businesses liabilities.

Further information: w:Types of business entities ( Contains list for all types of businesses for all w:locales )

Examples of three competing players using different forms of business

• The S-group customer owned cooperative
• the K-Group is a PLC ( Kesko Oyj ) with Ltd's owned by the merchants.
• Parent company of w:Lidl is a w:Stiftung ( w:fi:Säätiö ) and Lidl Suomi is a limited partnership

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Lesson 1 - Introduction

• Choose w:arbitration ( w:fi:Välimiesmenettely ) as preferred method of w:dispute resolution especially if dealing with businesses outside of EU
• in w:USA a company may have to pay w:punitive damages ( Rangaistusluonteinen vahingonkorvaus )
• in .fi you have to pay only w:compensation ( w:fi:korvaus ) i.e. w:Damages ( w:fi:Vahingonkorvaukset )
• w:Legal personality ( w:fi:oikeushenkilö )
• w:Capacity (law) w:fi:oikeuskelpoisuus ( eri kuin w:fi:Oikeustoimikelpoisuus )
• A w:tort ( w:fi:Vahingonkorvausoikeus ), in w:common law jurisdictions, is a w:civil wrong which unfairly causes someone else to suffer loss or harm resulting in w:legal liability for the person who commits the tortious act, called a tortfeasor. Although w:crimes may be torts, the cause of legal action is not necessarily a crime as the harm may be due to w:negligence which does not amount to w:criminal negligence.

Levels of negligence

• Minor negligence
• w:Negligence ( The area of tort law known as negligence involves harm caused by carelessness, not intentional harm. ( Wikipedia )
• w:Gross negligence is a legal concept which means serious carelessness. ( Wikipedia )
• Willful intention

w:Corporate law (also called "company" or "corporations" law) is the study of how w:shareholders, directors, w:employees, w:creditors, and other stakeholders such as w:consumers, the w:community and the environment interact with one another. Corporate law is a part of a broader w:companies law (or law of business associations).

Relevant corporate laws in Finland are w:fi:Osakeyhtiölaki for LTD's and w:fi:Suomen arvopaperimarkkinalaki for PLC's.

Non-incorporated businesses include among others w:General partnership ( w:fi:Avoin yhtiö ) and w:Limited partnership ( w:fi:Kommandiittiyhtiö )

Lesson 2 - Compensation law, product liability

• Compensation law

• In law, Damages ( w:fi: )are an award, typically of money, to be paid to a person as compensation for loss or injury;. ( Wikipedia )

• w:Product liability ( w:fi:Tuotevastuu is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. ( Wikipedia )

• Reclamation ( w:fi:Reklamaatio )

• Contracts ( w:fi:Sopimus both verbal and written are w:legally binding and breach of contract can land you and your business in court.

• Liability ( obs. and w:Liability (finance) and w:Legal liability are two distinct things. )

• Limitation of liabilities or full liability

• w:Force majeure ( w:fi:Force majeure is a common clause in contracts that essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, or an event described by the legal term act of God (such as hurricane, flooding, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract. ( Wikipedia )

• w:Legal burden of proof ( w:fi:Todistustaakka oikeustieteessä and reverse legal burden of proof when there is a contract

• w:Non-disclosure agreement ( NDA ) ( w:fi:Salassapitosopimus ( Maximum 1 yr for workers and 2 yrs for businesses ) ( Teacher )

• w:Non-compete clause ( NCC ) ( w:fi:Kilpailukieltosopimus

Making a contract:

1. ) Preparatory stage
2. ) Contract period
3. ) End of contract

• w:Standard form contract ( w:fi:Vakiosopimus ) aka. boilerplate contract ( w:fi: )

w:Boilerplate (text) is any text that is or can be reused in new contexts or applications without being changed much from the original. ( Wikipedia )

Protecting w:intellectual property( w:fi:Immateriaalioikeus ) :

1. )A 'patent (/ˈpætənt/ or /ˈpeɪtənt/) ( w:fi:Patentti ) is a form of intellectual property. It consists of a set of w:exclusive rights granted by a w:sovereign state to an inventor or their assignee for a limited period of time, in exchange for the public disclosure of the invention.
2. ) w:Utility model ( small patent )( w:fi:Hyödyllisyysmalli )
3. ) A w:trademark ( w:fi:Tavaramerkki ) is a recognizable sign, design or expression which identifies products or services of a particular source from those of others. ( Wikipedia )

Lesson 3 - Contract law

Topics: Contract law ( w:fi:Sopimusoikeus ) deals with w:contracts

• A w:waiver is the voluntary relinquishment or surrender of some known right or privilege. ( Wikipedia )

• w:Good faith ( w:fi:Bona fide )- In w:law, bona fides denotes the mental and moral states of honesty and conviction regarding either the truth or the falsity of a proposition, or of a body of opinion; likewise regarding either the rectitude or the depravity of a line of conduct. ( Wikipedia )

• w: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, w:working people and their organizations. ( Wikipedia )

• In contract law, w:rescission has been defined as the unmaking of a contract between parties.[1] Rescission is the unwinding of a transaction. This is done to bring the parties, as far as possible, back to the position in which they were before they entered into a contract (the w:status quo ante). ( Wikipedia )

• w:Collective bargaining is a process of negotiations between employers and a group of employees aimed at reaching agreements that regulate working conditions. ( Wikipedia )

Lesson 4 - Consumer law, companies law

Topics: Contract law continues, marketing and Consumer Law ( redirects to w:Consumer protection ), Companies law

• w:Companies law (or the w:law of business associations) is the field of law concerning companies and other business organizations. w:Corporate law is a subset of companies law relating to incorporated bodies.
• w:Consumer protection ( w:fi:Kuluttajansuojalaki ) it consists of laws and organizations designed to ensure the rights of consumers as well as fair trade competition and the free flow of truthful information in the marketplace. ( Wikipedia )

• w:Articles of association ( w:fi:yhtiöjärjestys ) is a document which, along with the memorandum of association (in cases where the memorandum exists) form the company's constitution, defining the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors. ( Wikipedia )

• Redemption clause ( w:fi:Lunastuslauseke ) can be used to fend off w:hostile takeovers.

• A w:shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) is an agreement amongst the w:shareholders of a w:company. ( Wikipedia )

• w:Preferred stock (also called preferred shares, preference shares or simply preferreds) is an equity security with properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. ( Wikipedia )

• w:Convertible bond or a convertible note (a convertible debenture if it has a maturity of greater than 10 years) is a type of bond that the holder can convert into shares of w:common stock in the issuing company or cash of equal value, at an agreed-upon price. ( Definition )

Lesson 5 - Wrap up

Topics: w:Company law continues, wrap-up

Exam

Final examination

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International Law

“International law is the set of rules generally regarded and accepted as binding in relations between states and between nations. It serves as a framework for the practice of stable and organized international relations. International law differs from state-based legal systems in that it is primarily applicable to countries rather than to private citizens.”

~ Wikipedia on International law

“Private international law concerns relations across different legal jurisdictions between persons, and sometimes also companies, corporations and other legal entities”

~ Wikipedia on Private international law ( Conflict of laws )

“Public international law concerns the structure and conduct of sovereign states; analogous entities, such as the Holy See; and intergovernmental organizations. To a lesser degree, international law also may affect multinational corporations and individuals, an impact increasingly evolving beyond domestic legal interpretation and enforcement.”

~ Wikipedia on Public international law

• Sources of international law
• Different legal systems ( w:fi:Oikeusjärjestys ) ( List of national legal systems )
• Basic w:legal principles and legislative framework of the European Union
• Conflicts of laws and jurisdiction
• Dispute resolution
• International contracts ( w:fi:Sopimus ) and trade
• International competition law ( w:fi:Kilpailuoikeus ) principles

Week 44

• Prefer Arbitration ( w:fi:välimiesmenettely ) over going to court

• Schools of thought defining the basis of international law: cosmopolitans, positivists and hobbesians.

• In law, comity specifically refers to legal reciprocity—the principle that one jurisdiction will extend certain courtesies to other nations (or other jurisdictions within the same nation), particularly by recognizing the validity and effect of their executive, legislative, and judicial acts. ( Wikipedia )

A w:supranational union is a type of multi-national organization where negotiated power is delegated to an authority by governments of member states. ( Wikipedia )

Week 45

• NGOs
• IGOs

• European Parliament
• European Court of Justice

• Civil law vs. common law

In Finland you can be made to pay the legal fees of the winning party. In USA you don't have to.

• Dispute settlement

Week 46

Intellectual property (IP) is a legal concept which refers to creations of the mind for which exclusive rights are recognized. 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 copyright, trademarks, patents, industrial design rights, trade dress, and in some jurisdictions trade secrets. ( Wikipedia )

IP's two principle branches:

• artistic property
• industrial property

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, with the intention of enabling the creator of intellectual wealth (e.g. the photographer of a photograph or the author of a book) to get compensated for their work and be able to financially support themselves. ( Wikipedia )

A patent is a set of exclusive rights granted by a sovereign state to an inventor or their assignee for a limited period of time, in exchange for the public disclosure of the invention. An invention is a solution to a specific technological problem, and may be a product or a process. ( Wikipedia )

Copyright does not protect the idea. A patent does. ( Teacher )

Most countries grand three basic kinds of patents:

• Design patents
• Plant patents
• Utility patents

also petty patent aka utility model exists.

• A trademark is a recognizable sign, design or expression which identifies products or services of a particular source from those of others. ( Wikipedia )

Week 47

• Bankruptcy is a legal status of a person or other entity that cannot repay the debts it owes to creditors. In most jurisdictions, bankruptcy is imposed by a court order, often initiated by the debtor. ( Wikipedia )

• Foreclosure is a specific legal process in which a lender attempts to recover the balance of a loan from a borrower who has stopped making payments to the lender by forcing the sale of the asset used as the collateral for the loan.

• A mortgage ( w:fi:kiinnitys ) is a security interest in real property held by a lender as a security for a debt, usually a loan of money. A mortgage in itself is not a debt, it is the lender's security for a debt. It is a transfer of an interest in land (or the equivalent) from the owner to the mortgage lender, on the condition that this interest will be returned to the owner when the terms of the mortgage have been satisfied or performed. In other words, the mortgage is a security for the loan that the lender makes to the borrower. ( Wikipedia )

• Security interest is a property interest created by agreement or by operation of law over assets to secure the performance of an obligation, usually the payment of a debt ( Wikipedia )

Equitable charge confers a right on the secured party to look to (or appropriate) a particular asset in the event of the debtor's default, which is enforceable by either power of sale or appointment of a receiver. ( Wikipedia ) It is a form of security interest.

• Fringe benefit is a type of employee benefit

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Week 49

Risk can come in the form of economic risk, financial risk and legal risk when doing international business.

Law and terminology regarding contracts

Business Negotiations and Contracts