GCLE cheat sheet

Civil law systems rely primarily on codified statutes; common law systems give binding precedential weight to appellate holdings.

Under stare decisis, a lower court is bound by holdings of superior courts in the same hierarchy; dicta are not binding.

Ratio decidendi is the legal rule necessary to a judgment; obiter dicta are incidental remarks without binding force.

Public law governs state-private relationships, while private law governs relations among private parties.

Agency rules have legal force only within statutory authority and required procedural limits such as notice and comment.

Legal hierarchy commonly runs constitution, statute, regulation, then administrative guidance; lower norms are invalid if inconsistent.

Extraterritorial application requires a recognized nexus such as conduct, effects, nationality, or territorial presence.

Monist systems may treat treaties as directly effective; dualist systems require domestic implementing legislation.

Common-law contract formation requires offer, acceptance, consideration, intention to be bound, and capacity; civil law often uses cause or cause lawful.

The mirror-image rule requires acceptance to match the offer; a counteroffer changes terms and terminates the original offer.

Statute of Frauds writing requirements commonly cover land sales, suretyship, and goods contracts above a statutory threshold.

CISG Article 35 implies goods fit ordinary purpose; UCC implied warranties include merchantability and fitness for particular purpose.

A force majeure clause excuses performance only when a specified event, causation, notice, and mitigation conditions are satisfied.

Liquidated damages are enforceable if a reasonable forecast of likely loss; penalties are unenforceable.

Indemnity shifts third-party loss; limitation clauses may cap direct damages but often cannot exclude fraud or willful misconduct.

Incoterms allocate cost, risk, and customs formalities at a named point; risk passage is not necessarily at destination.

Separate legal personality shields shareholders from entity debts absent piercing, personal guarantee, or statutory liability.

Board duties include care and loyalty; loyalty prohibits self-dealing and usurpation of corporate opportunities.

The business judgment rule presumes informed, disinterested, good-faith board decisions and is rebutted by fraud or conflict.

Agency authority may be actual, implied, apparent, or ratified; apparent authority requires reasonable third-party reliance on principal manifestations.

Beneficial ownership registers identify natural persons who own or control an entity above a threshold, commonly 25 percent.

Related-party transactions require disclosure, recusal of conflicted decision-makers, and arm's-length or fair-value review.

A parent company does not automatically owe subsidiary duties; separate boards, records, and formalities preserve limited liability.

In winding up, creditor claims generally rank ahead of shareholder distributions unless law provides otherwise.

GDPR lawful bases are consent, contract, legal obligation, vital interests, public task, and legitimate interests.

Data minimization requires personal data to be adequate, relevant, and limited to what is necessary for the stated purpose.

A controller determines processing purposes and means; a processor acts on controller instructions under a written Article 28 contract.

Cross-border transfer tools include adequacy decisions, standard contractual clauses, and binding corporate rules, plus supplementary measures.

Data subject rights include access, rectification, erasure, restriction, portability, and objection.

GDPR breach notification generally requires supervisory-authority notice within 72 hours and individual notice for high risk without undue delay.

Privacy by design and by default requires technical and organizational safeguards at design and throughout processing.

Special-category data such as health, biometrics, ethnicity, and political opinions requires an additional lawful condition.

The FCPA prohibits corrupt payments to foreign officials for business and imposes books-and-records and internal-controls duties on issuers.

The UK Bribery Act covers bribery, foreign officials, and commercial bribery; commercial organizations face strict liability for failing to prevent bribery with an adequate-procedures defense.

AML programs use risk-based customer due diligence, beneficial ownership identification, ongoing monitoring, and suspicious activity reporting.

Sanctions screening compares parties and ownership against designated lists; the 50 percent rule aggregates blocked ownership.

Bribery red flags include unusual payment routes, shell companies, opaque intermediaries, inflated invoices, and cash-intensive mismatches.

Third-party diligence intensity is risk-based; higher-risk agents, consultants, and intermediaries require documented enhanced review and escalation.

FCPA and AML recordkeeping commonly require retention of due diligence and transaction records for at least five years.

Sanctions reach may be primary or secondary; extraterritorial nexus can arise from U.S. persons, U.S. currency, goods, or technology.

Employee-versus-contractor analysis weighs control, integration, economic dependence, tools, and profit-or-loss opportunity.

At-will employment permits termination without cause unless a contract, collective agreement, or statute restricts it.

Discrimination analysis compares adverse action against similarly situated workers and tests for pretext.

Harassment liability may attach vicariously; an employer defense often requires prompt investigation and remedial action.

Wage-and-hour rules distinguish exempt and nonexempt status and govern overtime, minimum wage, and rest breaks.

Workplace safety duties commonly require hazard assessment, training, protective equipment, and incident reporting.

Union representation triggers duties to bargain in good faith; strikes and lockouts are regulated by labor law.

Employee monitoring requires proportionality, notice, and, in some jurisdictions, works-council consultation or a privacy impact assessment.

Copyright protects expression, not ideas; fair use or fair dealing is a fact-specific balancing test.

Trademark protects source identifiers; infringement turns on likelihood of confusion among relevant consumers.

Patentability requires novelty, non-obviousness or inventive step, utility or industrial applicability, and enabling disclosure.

Trade secret protection requires reasonable secrecy measures and independent economic value from non-disclosure.

License grants may be exclusive, sole, or non-exclusive and are limited by field, territory, term, and sublicense rights.

Permissive open-source licenses such as MIT or BSD allow broad reuse; copyleft licenses such as GPL can require derivative source disclosure.

Employee inventions may vest in the employer by statute or contract; contractor ownership generally requires an express assignment.

Technology transfer clauses must address export controls, deemed exports, data rights, and technical-data restrictions.

A conflict of interest exists when a personal, financial, or other interest could improperly influence professional judgment.

Informed consent to a conflict requires full disclosure, affirmative client consent, and a reasonable belief that representation remains fair.

Imputation can disqualify an entire firm based on one lawyer's conflict; screening may cure conflicts only where local rules permit.

Confidentiality survives the professional relationship; exceptions include consent, legal compulsion, and prevention of serious harm.

Legal professional privilege protects confidential legal-advice communications, subject to exceptions such as crime or fraud.

Gift and hospitality approvals typically require policy compliance, local-law review, value limits, and documented business purpose.

A lawyer owes a duty of candor to the tribunal, including no false statements and no concealment of adverse authority.

Whistleblowing protections vary by jurisdiction; retaliation risk requires independent reporting channels and non-retaliation controls.

Risk equals likelihood multiplied by impact; inherent risk is assessed before controls and residual risk after controls.

Investigation steps include evidence preservation, scope definition, privilege planning, interviews, forensic review, and remediation.

A legal hold suspends routine deletion of potentially relevant documents; failure to preserve can lead to spoliation sanctions.

Investigation privilege depends on counsel direction, confidentiality, and local law; non-lawyer communications may not be privileged.

Dispute resolution typically escalates through negotiation, mediation, arbitration, and litigation.

Arbitration requires a valid agreement and enforceable award; key terms include seat, rules, language, arbitrators, and governing law.

A settlement release typically identifies released claims, parties, payment terms, confidentiality, non-admission, and governing law.

Digital evidence handling requires chain of custody, authenticated copies, and hash values to verify integrity.