(a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) in good faith, and (2) in a manner the director reasonably believes to be in the best interests of the corporation.
(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board or committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subsection(e)(1) or subsection(e)(3) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.
(d) In discharging board or committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection(e).
第二题：合同法
Implied terms about title
(1) In a contract of sale, other than one to which subsection(3) below applies, there is an implied term on the part of the seller that in the case of a sale he has a right to sell the goods, and in the case of an agreement to sell he will have such a right at the time when the property is to pass.
(2) In a contract of sale, other than one to which subsection(3) below applies, there is also an implied term that—
(a) the goods are free, and will remain free until the time when the property is to pass, from any charge or encumbrance not disclosed or known to the buyer before the contract is made, and
(b) the buyer will enjoy quiet possession of the goods except so far as it may be disturbed by the owner or other person entitled to the benefit of any charge or encumbrance so disclosed or known.
(3) This subsection applies to a contract of sale in the case of which there appears from the contract or is to be inferred from its circumstances an intention that the seller should transfer only such title as he or a third person may have.
(4) In a contract to which subsection(3) above applies there is an implied term that all charges or encumbrances known to the seller and not known to the buyer have been disclosed to the buyer before the contract is made.
(5) In a contract to which subsection(3) above applies there is also an implied term that none of the following will disturb the buyer's quiet possession of the goods, namely—
(a) the seller;
(b) in a case where the parties to the contract intend that the seller should transfer only such title as a third person may have, that person;
（c）anyone claiming through or under the seller or that third person otherwise than under a charge or encumbrance disclosed or known to the buyer before the contract is made.
第三题：WTO与反垄断法
The United States, after threatening unilateral action under the much criticized Section 301 of the Trade Act of 1974, brought the matter to the WTO. The facts presented by the United States Trade Representative were sharply contested. But even if these facts had been conceded, the United States would have faced a serious problem: neither trade law nor antitrust law provided a forum or context for examination of the whole problem. The alleged private restraints were subject to the jurisdiction of the Japan Fair Trade Commission(JFTC), but the JFTC, not unpredictably, found no antitrust violation. Japan's trade-restraining statutes, alone, were the basis for the US case at the WTO, but they were only a piece of the picture. A dispute resolution panel concluded that Japan's laws did not run afoul of the GATT rules. Whether the laws seriously harmed trade and competition was not relevant. The GATT's prohibitions against trade-restraining laws are narrow. They do not prohibit measures simply because they unreasonably restrain trade. The US challenge failed because(i) the trade-restraining laws of the Japanese government were not new restraints of which the United States had no notice at the time Japan agreed to reduce its trade protection(i.e. the existence and enforcement of the laws did not defeat United States' reasonable expectations) and(ii) the measures did not discriminate against foreigners; they were neutral on their face.
第四题：法学理论
In order to conceptualize this world, I introduce literature on legal pluralism, and I suggest that, following its insights, we need to realize that normative conflict among multiple, overlapping legal systems is unavoidable and might even sometimes be desirable, both as a source of alternative ideas and as a site for discourse among multiple community affiliations. Thus, instead of trying to stifle conflict either through an imposition of sovereigntist, territoriallybased prerogative or through universalist harmonization schemes, communities might sometimes seek(and increasingly are creating) a wide variety of procedural mechanisms, institutions, and practices for managing, without eliminating, hybridity. Such mechanisms, institutions, and practices can help mediate conflicts by recognizing that multiple communities may legitimately wish to assert their norms over a given act or actor, by seeking ways of reconciling competing norms, and by deferring to other approaches if possible. Moreover, when deference is impossible(because some instances of legal pluralism are repressive, violent, and/or profoundly illiberal), procedures for managing hybridity can at least require an explanation of why a decision maker cannot defer. In sum, pluralism offers not only a more comprehensive descriptive account of the world we live in, but also suggests a potentially useful alternative approach to the design of procedural mechanisms, institutions, and practices.
第二届“华政杯”全国法律英语翻译大赛初赛试题
试题一：（合同法与侵权法）
Contracts also generate general duties of care in dealing with the rights, objects of legal protection and legally protected interests of the contractual partners. Such “collateral” obligations do not normally have any relation to the content of the respective “primary” performance obligation and can therefore in principle become significant in every type of contract. The more ambitious a legal system is in the development of such contractual collateral obligations for the protection of interests already existing independent from the direct performance expectations formed by the contract, the more practical weight is given to the respective concurrence of actions rules, which give details of the relationship of contractual liability with parallel tortuous liability. The narrower the scope of contractual duties is, the narrower the overlaps with the area of application of tort law turn out to be. The consequence is in turn, that the area of application of the respective legal principles governing concurrence of actions becomes narrower. A concurrence of actions rule which grants in principle contractual liability priority of application over tortuous liability, has to keep the area of contractual liability narrow in the interest of protecting the victim, if tort law is more favorable to an injured party in an individual case than contract law.
试题二：（财产法）
Subject to the provisions of the Declaration and other provisions of law, a unit owner:
(1) may make any improvements or alterations to his unit that do not impair the structural integrity or mechanical systems or lessen the support of any portion of the common interest community;
(2) may not change the appearance of the common elements, or the exterior appearance of a unit or any other portion of the common interest community, without permission of the Unit Owners Association(hereinafter called “Association”);
(3) after acquiring an adjoining unit or an adjoining part of an adjoining unit, may remove or alter any intervening partition or create apertures therein, even if the partition in whole or in part is a common element, if those acts do not impair the structural integrity or mechanical systems or lessen the support of any portion of the common interest community. Removal of partitions or creation of apertures under this paragraph is not an alteration of boundaries;
(4) may subdivide a unit into two or more units. Subject to the provisions of law, upon application of a unit owner to subdivide a unit, the Association shall prepare, execute, and record an amendment to the Declaration;
(5) The amendment to the Declaration must be executed by the owner of the unit to be subdivided, assign an identifying number to each unit created, and reallocate the allocated interests formerly allocated to the subdivided unit to the new units in any reasonable manner prescribed by the owner of the subdivided unit.
试题三：（法律史）
For much of our history, the United States was not a lender but a borrower of law. The United States is a commonlaw system; and the common law was, in its origins, essentially English. In the first part of the nineteenth century, American courts looked to English law for inspiration, to English jurists and treatise writers. Case law was peppered with citations of English cases. Notable scholar-judges, like James Kent and Joseph Story, also read, absorbed, and tried to import into American law key aspects and insights of European legal thought. The British influence declined throughout the nineteenth century; and in the twentieth century it was all but dead. American cases rarely cite foreign materials. Courts occasionally cite a British classic or two, a famous old case, or a nod to Blackstone; but current British law almost never gets any mention. In the twentieth century German philosophy had some residual influence; and Karl Lewellyn, for one, absorbed a good deal of German legal culture. It is fair to say, however, that American lawyers and jurists have been, on the whole, extremely parochial. At some crucial points, scholars and states people did look abroad. English law influenced the shape of the workers' compensation statutes; key phrases were lifted almost verbatim from the English act. The English act, in turn owed something to legislation adopted earlier in Bismarck's Germany. The English Companies Law of 1929 and a Securities Act of 1933 were real influences on the text of the Securities and Exchange Act. Commercial statutes similarly were indebted to British models.
试题四：（公司法与国际经济法）
(i) In general. The Department of Commerce(hereinafter called “Department”) normally will attribute a subsidy to the products produced by the corporation that received the subsidy.
(ii) Corporations producing the same product. If two(or more) corporations with Cross-ownership produce the subject merchandise, the Department will attribute the subsidies received by either or both corporations to the products produced by both corporations.
(iii) Holding or parent companies. If the firm that received a subsidy is a holding company, including a parent company with its own operations, the Department will attribute the subsidy to the consolidated sales of the holding company and its subsidiaries. However, if the Department finds that the holding company merely served as a conduit for the transfer of the subsidy from the government to a subsidiary of the holding company, the Secretary will attribute the subsidy to products sold by the subsidiary.
(iv) Input suppliers. If there is Cross-ownership between an input supplier and a downstream producer, and production of the input product is primarily dedicated to production of the downstream product, the Department will attribute subsidies received by the input producer to the combined sales of the input and downstream products produced by both corporations(excluding the sales between the two corporations).
(v) Transfer of subsidy between corporations with Cross-ownership producing different products. In situations where paragraphs(b)(6)(i) through(iv) of this section do not apply, if a corporation producing nonsubject merchandise received a subsidy and transferred the subsidy to a corporation with Cross-ownership, the Department will attribute the subsidy to products sold by the recipient of the transferred subsidy.
(vi) Cross-ownership defined. Cross-ownership exists between two or more corporations where one corporation can use or direct the individual assets of the other corporation(s) in essentially the same ways it can use its own assets. Normally, this standard will be met where there is a majority voting ownership interest between two corporations or through common ownership of two(or more) corporations.