In common law legal systems, the stock-trade is an intangible asset that normally represents the excess of the value

of the business over the value of its tangibl e assets established reputation of a business regarded as a quantifiable asset In legal systems of French inspiration (Romanian), the stock-trade is more than th e merchant s reputation, it is a totality of different elements which together are used by the merchant with the view to carry on his business The performance of commercial activity requests the existence and the use of goo ds such as buildings, merchandise, industrial equipment, raw materials, patents and so on. All these goods used for the accomplishment of commercial activity re present the stock-trade of a merchant. The Civil code does not provide either a definition of the stock-trade or legal provisions for its regulation. The legislator had used the term stock-trade , witho ut explaining it, within several normative acts, such as the Law no. 26/1990 on the Register of Trade, republished. However, there is a definition of the term stock-trade provided by the Law no. 298 /2001 concerning the amendment of the Law no. 11/1991 on the unfair competition. Thus, according to article 11 point c form the law, the stock-trade represents the ensemble of movable and immovable, tangible and intangible (trade marks, fir ms, emblems, patents, the place of business and so on) used by a merchant in ord er to perform its activity. The Definition Thus, the stock-trade is an ensemble of movable and immovable, tangible and inta ngible goods used by a merchant in his commercial activity, in order to get clie nts and to obtain profits. The Distinction between Stock-trade and other close notions a) Stock-trade and Patrimony. Unlike the stock-trade, which is an ensemble of go ods, the patrimony contains all patrimonial rights and obligations of the mercha nt. b) Stock-trade and Enterprise. As we mentioned before, the enterprise is an inde pendent organized activity which combines elements like capital, labor or nature for the purpose of producing goods and services and of obtaining profit. The st ock-trade is an ensemble of goods used for the accomplishment of commercial acti vities. Thus, we may see from these definitions that, beside goods, the enterpri se also combines other elements like capital or labor. As a consequence, the sto ck-trade is only a part of the enterprise. The legal nature of the stock-trade Legal doctrine considers it as de facto as the patrimony is. universality and not a legal universality

In the juridical doctrine, most authors consider that the stock-trade constitute an ownership right over an intangible thing, as the copyright. As a consequence, the features of the stock-trade are the following: 1. it is an unitary thing, different from the goods that compose it. Thus, the s tock-trade can be the object of juridical acts such as the sale-purchase or the donation. 2. it is a movable thing because in its composition the movable goods prevail.

3. it is an intangible movable thing because in its composition the intangible g oods have the highest value. 4. It can be object of pledged 5. It is a part of the patrimony of the merchant, not the patrimony itself. 6. It lasts as long as it is exploited (used), so its existence is less stable t han of other intangible goods The assignment contract (contract de cesiune), is the agreement concluded betwee n the assignor ( cedent ) and the assignee ( cesionar ) with the view to transfer to the assignee the rights that belong to the assignor The elements of the stock-trade Because the stock-trade contains those goods that are necessary for the performa nce of a specific commercial activity by a specific merchant, its composition is different from one merchant to another, it depends upon the specificity of the merchant s activity. In the same time, the elements that compose the stock-trade may change, in accor dance with the needs of the trade, but the stock-trade as a whole continues to e xist. Generally, regardless of the specificity of commercial activity, we consider tha t the stock-trade contains two categories of goods: 1. tangible goods 2. intangible goods The tangible elements of the stock-trade They are included within this category: a. immovable goods, such as buildings, real estate and so on. b. movable goods, such as raw materials used for the production of other goods a nd products or merchandise which are the result of commercial activity. The intangible elements of the stock-trade They are included within this category: the firm, the emblem, the clients, the p lace of business, the patents, the trade marks and so on. 1) The Firm It is an element of identification, a name, registered in the Register of Trade, used by the merchant to identify his business. (article 30 Law 26/1990). Natural persons the firm is composed by the name (full name or only the family n ame with the first letter of the second name) and, sometimes, with a phrase repr esenting the object of activity. Commercial Companies y we discus about. Characteristics: the firm has different forms, depends on the type of compan

- each new firm has to be different than the others already in use - the name must be avaible, so we have to check at the Register office (Registrul Unic), but an erased name can be taken after 2 years it has been erased. - the firm must not include a denomination, name, used by public institutions; - it can be transmitted through acts intervivos/ mortis causa only together with the stock-trade. - protection by: - incorporation and no matter if it is used or not - action in counterfeit (contrafacere) and action for usurpation - action based on unfair competition facts - action for damages (moral or pecuniary) + criminal proceedings 2) The Emblem (Corporate Image) It is a sign or denomination used to make the difference between merchants. Characteristics: it is not compulsory to have an emblem it s disponibility can be checked at the Registration Office we can use emblems on invoices, letters, catalogues, advertising etc can be transmitted separately of the stock-trade protection by: if it is used

- incorporation

- action for recovery of property (in revendicare) - action based on unfair competition facts - action for damages (moral and pecuniary) 3) The clients (The Practice) It represents the ensemble of natural and legal persons that have juridical rela tions with a merchant. In accounting is a figure, meaning it can be evaluated. Influenced by: - internal factors: objective (the place where the shop/headquarters is located, the quality of merchandises) or subjective (advertising, clients fidelity, shop assistants behavior. - external factors (competition, market share owned, possibility to obtain cred its)

4) Commercial frequented place (Stock-trade) It is the capacity to attract clients. Influenced by: - objective factors (e.g. the place where the shop/headquarters is located, the quality of merchandise) - subjective factors (advertising, shop assistants behavior) - external factors ( the merchant s reputation, the merchant s partners reputation) 5) Property and industrial law rights a) trademarks b) patents c) industrial drawings and models d) copyright