商法（双语）教材第二编 企业组织法.pptVIP

第二编 企业组织法;According to the classification of investors;According to the structures of organizations;types of the Foreign-invested business organizations ;;“Clearly, the bald assertion that anorganization exists cannot be enough. When we say that an organization exists, it must mean that its existence is acknowledged by others in important and meaningful ways. It is important to state this point clearly: no person or group of persons can successfully establish a legally recognized organization on their own. The legal system must cooperate by acknowledging and recognizing what they have done. ;;;第二章 个人独资企业法;;;;J. Dennis Hynes, Agency, Partnership, and the LLC (2nd edition） (West Nutshell Series) Thomson West, 法律出版社，p194：;R. W. Hamilton，The Law of Corporations (5th edition), West Nutshell Series, St. Paul, Minn., p6:;;营业转让;德国商法典：“25条：（继续使用商号时受让人的责任）;26条;深圳市商事条例第32至36条 ;;;Duty of the party delegating ;If the seller (B) makes an effective assignment of his right against his supplier (A), it extinguishes the right. However, even if the seller (B) makes an effective delegation of the performance due his customer (A’), it does not extinguish the duty: the seller (B) is still under the duty, despite his delegation of performance. If the party delegating (B) denies his duty, his denial is therefore a repudiation… ;;Duty of the delegate ;Often, as part of the transaction delegating performance, the delegate (C) expressly promises the party delegating (B) to perform his duties. the delegate (C) is then said to have assumed the duties of the party delegating (B). It follows from the delegate’s (C’s) assumption that he is under a duty to the party delegating (B), and it usually follows that the delegate (C) is also under a duty to the obligee (A), as an intended beneficiary of the assumption agreement. But though the delegate’s assumption makes him liable to the oligee (A), it does not discharge the duty to the oligee (A) of the party delegating (B); and if the party delegating