Business and Industry Law Articles
Articles written by attorneys and experts worldwide
discussing legal aspects related to Business and Industry.
When reaching a contract, parties are supposed to making all related terms clear. However in practice, the terms of a contract are not always ready there because of lack of negotiation, short of time, or negligence, etc. This brings out trouble and confusion when performing. Luckily the law provides repair methods.
Contracting fault responsibility lies between the liability of breach and infringement. In practice, the liability is strictly applied. It has to meet certain standards promulgated by law.
A legal framework that guarantees stability to international business is always desirable for any investor or company in any sector of the economy anywhere. Provided that each country has jurisdiction on its own territory, How to promote and protect business abroad? And how to avoid, or at least reduce, the political risk involved in doing business in a different country?
Did you know that you can register your name as a trademark in sports? Many athletes know this and they obtain many benefit from this. Radamel Falcao, know as the ¨Tiger¨ or ¨Tigre¨ from Colombia’s soccer team, has a company named, Business Tiger S.A.S., his company manages all the sponsoring contracts and profits that the trademark FALCAO earns. Radamel Falcao had many trademark lawsuits with people that tried to use and register his name without permission.
Sometimes when a person or business orders goods, the items may not conform to the actual purchase order. When this occurs, the party receiving the goods has several options.
The two shareholders of a Dutch private limited company (BV) agree that shareholder A (seller) shall sell 5,850 shares to shareholder B (buyer) against a price of €1. This means that the buyer acquires 90% of the shares. Afterwards, the seller has doubts about the sale and refuses to cooperate in the transfer. The buyer institutes preliminary relief proceedings and demands the transfer. The court in preliminary relief proceedings takes a strong line: transfer, or pay a penalty.
Effective compliance management systems are not only crucial for large businesses. They are also increasingly important for small and medium-sized businesses in order to avoid unwittingly infringing laws and regulations.
On October 2014 the Argentine Congress has enacted a new Civil and Commercial Code (the “CCC”) that came in effect on August 1, 2015.
The tax authorities are increasingly applying time-series comparisons as a method of estimation in the context of external audits, but according to the Bundesfinanzhof (German Federal Fiscal Court), this is only permissible under certain conditions.
An overview of the current legal framework regarding bribery and anti-corruption in Yemen followed by a discussion of the practical implications of the framework with respect to the payment of facilitating payments. Criminal code No. 12 of 1994 is a general Law addressing all matter related to crime and punishment. A more specific Law addressing bribery and anti corruption was issued in 2006, namely the Anti Corruption Law.
A will can only be valid if the person who drafted it has the capacity to make a will. If disputes emerge amongst heirs, it is possible for this to result in the testator’s testamentary capacity being contested.
Some companies have their employees sign a non-compete agreement in which the employee agrees to refrain from working for competitors, setting up his or her own business or working in the same industry for a specific amount of time after the employment relationship with the employer has ended. If another company approaches a former employee who signed such an agreement, the employee may be tempted to take the new job.
Managers and executive bodies are increasingly finding themselves faced with liability claims and criminal prosecutions. For this reason, they ought to take measures to protect themselves accordingly.
Security for costs is the payment of money or other security into court by a plaintiff or plaintiff by counterclaim to cover future costs orders made in favour of a successful defendant.
The contracts that your business has with its landlords, clients, employees, vendors and/or suppliers are the components that help create the framework of your company. Everything your organization does depends on the protection and support of the terms and conditions in its contract (s).
Mergers and Acquisitions (“M&A”) is defined as the combining of two or more companies or buying-selling or dividing of two or more companies as a part of corporate finance in order to grow rapidly in business field of activity.
In international or local trade relations, termination of distribution agreements especially by manufacturers come frequently to the fore.
Franchise sector in Turkey has been in a rapid growth in the recent years. As of 2014, there were approximately 1850 chain of enterprises in Turkey, 24% of which are foreign trademarks and the number of foreign investors intending to franchise in Turkey has been increasing year by year.
Partners Liable for Tax Liabilities even after the Dissolution of a Partnership Under Civil Law in Germany
The partners of a partnership under civil law (Gesellschaft des bürgerlichen Rechts) (GbR) remain liable for the tax liabilities of the organisation even after it has been sold or wound up. That was the decision of the Administrative Court of Freiburg (5 K 2543/13).
The internal growth of corporate groups and companies is limited. Mergers and acquisitions (M&A) are intended to prevent stagnation, but there are obstacles to overcome in the process.
OLG Of Düsseldorf: Managing Director Responsible for Orderly Payment of Social Security Contributions
In its ruling of September 16, 2014 (I-21 U 38/14), the OLG of Düsseldorf clarified that the managing director of a GmbH (Gesellschaft mit beschränkter Haftung) [German limited liability company] is responsible for the orderly payment of social security contributions.
Executive boards, supervisory boards and managing directors are living dangerously. If the wrong decisions are made, they may be required to stand good for the loss or damage with their private assets.
By Karbal & Co.
Federal Law No. 2 of 2015 “The New Commercial Company law” (CCL), which came into force on July 1, 2015, replaced the Federal Law No. 8 of 1984. The purpose of the new legislation was to bringing the UAE up to speed with corporate legislation currently enacted in many developed nations. (Part II of Two part series on new CCL)
Many small and medium-sized businesses are set to be faced with a change at the helm of their companies in the coming years. This can also result in the sale of the company.
The different steps of the process leading to a merger or company acquisition in The Netherlands. One of these steps is the due diligence investigation, that serves to provide insight in the position of the company in question. In this way, potential risks can be assessed to facilitate a well-considered decision on whether to go ahead with the transaction and to balance the terms of the purchase agreement.
By Karbal & Co.
Federal Law No. 2 of 2015 “The New Commercial Company law” (CCL), which came into force on July 1, 2015, replaced the Federal Law No. 8 of 1984. The purpose of the new legislation was to bringing the UAE up to speed with corporate legislation currently enacted in many developed nations.
Egypt in its accelerated movement towards economic reform has been emphasizing the importance of real estate development projects and large scale projects in order to restore the market and economy after its decline post Revolution of 2011.
The only thing that is clear is that inheritance tax needs to be reformed. How it ought to be reformed remains disputed. Even a meeting of the federal and state finance ministers did not deliver a breakthrough.
Wirtschaftswoche reported on its website that Germany is the country with the largest number of company takeovers and mergers in Europe, with the trend continuing to rise across Europe.
The Judicial Collection Law (#8624), effective in Costa Rica since May 20th, 2008, completely changed the way the judicial collection files were processed, and put in order those people who failed to comply with the payment of debts, regardless the amount.
Federal Law No.210-FZ “On amending certain regulatory acts of the Russian Federation and declaring void certain provisions of the regulatory acts of the Russian Federation” and Federal Law No.209-FZ “On amending certain regulatory acts of the Russian Federation as regards allowing legal entities to use standard charters” enter into force.
If you are a company director you have certain duties which are owed to the company. What happens if you breach those duties?
If you have received a bad check, you may be able to pursue compensation or restitution through civil or criminal proceedings. However, state laws typically govern bad check disputes and certain elements may need to be met in order to recover the value of the bad check.
If you are involved in the shipping industry, you will be only too aware of how quickly challenging and difficult legal problems can arise at sea. When you need to make an insurance claim, the complexities of maritime law can present real barriers to getting the swift resolution you need.
Listed companies often resort to antitakeover schemes to prevent a takeover by a hostile bidder. A hostile bid is a nightmare for most executive directors and therefore (in their opinion) needs be stopped or at least delayed. There are many different measures to take in order to prevent or delay a hostile takeover.
If there is a delay in filing for insolvency, the managing director of a GmbH is liable. According to the German Federal Court of Justice (Bundesgerichtshof (BGH)) in its judgment of December 18, 2014, this also applies to a de facto managing director.
Are you the Director of an English Company? If so you owe certain duties to the Company and if you do not comply with them then you are at risk of being sued.
The specificity of commercial relationship shows that at the stage of execution of the obligation against the will of any of the parties may be circumstances (events) leading to a breach of contractual obligations. How to manage these risks.
As a result of the illegal annexation of the Crimea by the Russian Federation, many owners of the property and assets in the Crimea have gotten quite difficult issue: how to protect and save these assets?
A family foundation can be established as a way of avoiding inheritance related disputes. The purpose of a family foundation is generally to ensure ongoing support for relatives.
BGH on GmbH Managing Director’s Obligation to Provide Information in Insolvency Proceedings in Germany
If insolvency has been filed against a GmbH, the managing director of the company has extensive obligations to provide information. He is not, however, obliged to furnish information regarding his personal assets (BGH IX ZB 62/14).
What Exactly Should a Foreigner Do, if His Obligor is a State Enterprise on the Territory of Ukraine
Many of state enterprises provided international economic activities, such as buying some equipment abroad, borrowing from foreign bank institutions and investment companies, ordering work or services. Due to the nature of its management of state enterprises, they really are not fair and binding payers on their debts, and as a result foreign contractors have to go to courts or arbitrations to protect their legitimate rights and interests.
Unlike in the event of a dismissal/termination, the employment relationship is brought to an end on a mutually amicable basis in cases involving an agreement to terminate a contract. However, for this purpose certain requirements have to be contractually fulfilled.
Debt collectors sometimes use aggressive tactics to secure funds for their clients. However, if they overstep their legal bounds, they may be subject to harassment charges or other causes of action.
Most entrepreneurs and new business owners are working on tight budget and simply want to spend the least amount of time and money selecting a business entity and getting to work. After all, isn’t it as simple as downloading a few forms, filling in the blanks and submitting the corporate documents to the Secretary of State? Why would the owners of a new company want to spend the money to consult with an attorney?
There are definitely reasons to consider filing a breach of contract lawsuit even though you intend to find another path to resolve the situation. Filing the lawsuit puts the breaching party on notice that you are serious about holding them accountable, and may strengthen their resolve to cooperate to find a positive solution to the breach.
A recent ruling in the UK’s High Court highlights the importance of arbitration clauses and agreements in commercial disputes, and clarifies when they take precedence.
Until fairly recently, Prohibition-era laws have governed the liquor industry in California. As a result of amendments to these laws, craft breweries are now allowed to offer tastings and sell beer to customers. At present, however, distilleries of liquor can hold tastings, selling quarter-ounce samples, but still cannot make a direct sale of larger amounts to their customers. That is about to change if the Craft Distiller’s Act of 2015, AB 1295 passes and is signed into law.
No term would be implied into a contract, requiring a bank to use reasonable care to obtain the best price it could when asserting its right of forced sale of a limited partnership, the UK’s High Court has said.
Most people who have a good idea and not a lot of startup cash don’t think to involve attorneys right away because it feels like something that is expensive and can come later in the process when there is something to lose.
Dubai Court ordered developer to compensate buyer for the shortfall in the size of the sold property and all its supplemented areas.
Almost half of the small businesses in the U.S. are operated from home, and that number is growing as the working population ages and changes careers. While the convenience of operating a home-based business is hard to beat, you need to be sure you are not running afoul of any local regulations or state tax laws while operating your business. Some considerations:
Today’s advances – technological, scientific, and business – are all driven by competition. As a business owner or an entrepreneur, you’re likely faced with a serious competition that drives you to constantly enhance and update your product and services range. Competition is healthy, as it promotes innovation – but what happens when you find a competitor amongst your own employees?
A recent ruling in the UK Supreme Court has helped to shed light on the complex issue of accessory liability and the principle of ‘common design’. The case of Sea Shepherd UK v Fish & Fish Limited 2015 UKSC began in 2010, when a fish farm operator was transporting live Bluefin tuna.
Article 528-A of the Commercial Code, added by Act 85 of 2012, deals with the dissolution of companies and explains causes and effects of their permanence in time to the end of the liquidation of its assets, after collecting their debt and pay its liabilities.
The concept of lending out small loans has become synonymous among Kenyans.
The prohibition of tax deductibility of bribes and the risk of claiming these payments as "expenses" in order to get a tax return under the Greek law.
The application for the tax benefit must clearly state the provisions supporting the right for the benefit.
Many family offices (FO) started their business as so called single family offices, where the family owns the FO and serves only the owner family. Instead of covering the entire operative costs, many owners of single FO decided to offer its services to other families as well. This concept is called multi-family office (MFO) or multi-client family office. Only a few MFO have founded their business independently, without a large family backing it.
Claims under a contractual warranty must fully comply with procedures set out in commercial contracts – including where a limitation period is imposed on warranty claims. The UK courts have recently upheld restrictions on warranty claims relatively strictly against purchasers. In a recent case, the purchasers under a commercial contract were time barred from making a claim when a dispute arose.
Last month, one of the first courts to address coverage under a cyber liability policy held that allegations of refusal to release data to a customer did not trigger a duty to defend the insured for technology errors and omissions liability.
Many small businesses thrive with the extra help interns provide at little or no cost to the business. However, there are things small business owners need to know about hiring and managing interns.
Managing directors of a GmbH (German limited liability company) enjoy a margin of discretion within which they are not subject to personal liability. Even in the case of unjustifiable dealings, liability for shareholder-managing directors is not triggered until later on.
Unfair competition harms consumers and businesses that comply with the German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb (UWG)). Violations of the UWG can be sanctioned.
In the complex and fast-paced world of the maritime and shipping industry, serious issues can arise regarding the terms of a charter – including non-payment of fees. If you are experiencing difficulties with delayed payments, whether as a vessel owner or a chartering party, you need swift, expert legal advice.
Wanted: Successor! The Frankfurter Rundschau reports that, according to a study by the bank KfW, the managers of around 580,000 small and medium-sized businesses wish to retire by 2017.
Buyers large and small have begun purchasing from foreign sources. Sites like alibaba.com have revolutionized the international market for consumers, while the Internet in general has made it easier for companies to interface and conduct business with others around the world.
Are you looking to retain key personnel? If so this article provides guidance on some of the options to incentivise your employees and therefore increase the chance of the employee staying with your company
For their own benefit, executive boards ought to issue carefully defined rules of conduct. Compliance is an important topic both from a legal and media perspective.
For torts, crimes and even the collection of debt, there are laws regarding how long a claim is actionable. These laws help provide a sense of finality for affected individuals so that they do not have to forever be worried about potential adverse effects.
Verbal agreements are contracts even though they were not memorialized in a writing. Assuming that the contract is valid, the verbal agreement between two parties is binding. However, verbal contracts may have unique complications to them.
The due diligence refers to an investigation procedure prior to acquiring or investing in a project. The aim of the due diligence is to give the investor or buyer a full knowledge of all the costs, benefits and risks involved in the transaction, so that he can take a reflexive decision.
The introduction of the national minimum wage does not only apply to direct employment relationships; general contractors are also liable for their subcontractors.
In an another article that I recently published, "5 Common Legal Missteps That Small Business Owners Make," I provided a general overview of each of the listed mistakes, as well as some advice for how to avoid, or overcome, them. Some of those mistakes, however, including number 2 on the list – not discussing and executing a buy-sell agreement or exit strategy – deserve more in-depth treatment and discussion.
Whether you are just beginning to think about forming your own business, or you've been "in the game" for years, there are 5 legal missteps that anybody can make, and that are made all too often. Luckily, however, these common missteps are also fairly easy to avoid, with just a bit of knowledge and planning!
The Queen’s Speech confirmed a new Conservative Enterprise Bill which, for most SMEs, cannot come into play soon enough! The bill is aimed to help small business in settling late payments and disputes.
The Supreme Court in the UK has recently considered a case which demonstrates the complexities that can arise from the interpretation of a contract. The judges examined the extent to which parties have the contractual power to form an opinion, and affirmed the need for decisions by contractual fact-finders to be reasonable.
Legal process outsourcing is the process of obtaining legal support in different areas of practice from an outside law firm or legal support services company. The LPO system, according to a survey conducted by evalue survey is considered one of the fastest growing industries in the knowledge of process outsourcing (KPO).
By Jaburg Wilk
On April 30, 2015, Arizona’s most common construction industry practice for serving a Preliminary Twenty Day Notice (“Prelim”) on an Arizona public project—first class mail with certificate of mailing—was invalidated by the Arizona Court of Appeals in Cemex Construction Materials South, LLC v. Falcone Brothers & Associates, Inc.
The new DRC Insurance Code represents a real revolution in this sector, which has been so far affected by the disparity of laws, which are sometimes obsolete and unsuitable to the international conventions in this matter, and by the monopoly granted to the "Société Nationale des Assurances ".
The UK courts have ruled in an important case involving adjudication agreements, affirming the commercial reality that clear drafting of contract documentation is critical.
Employers wishing to dismiss their employees have to be mindful of various regulations, the most significant of which in many cases is the German Protection Against Dismissal Act (Kündigungsschutzgesetz (KSchG)).
Legal Audits are becoming a key component in corporate governance.
When will the parties to commercial contracts be legally required to act honestly and with integrity? A recent ruling of the UK’s High Court makes clear when the obligation to act honestly and with integrity will be implied into a commercial contract. The court was required to consider in what circumstances a requirement to act honestly and with integrity would become an implied term of a commercial contract and, furthermore, what behavior would trigger a breach of that obligation.
Newly concluded employment contracts can be restricted to a period of 24 months. Mistakes in a fixed-term employment contract can result in lawsuits before a labour court.
Attorneys frequently receive questions regarding defective used cars. All too often, people purchase a used vehicle with verbal assurances that everything works fine and that it will be quite reliable, only to discover that neither is the case. What can you do when this happens to you?
Cyprus is keen to preserve its favourable recognition amidst changes in the global economy. The aim of the new amendments to the Cyprus Companies Law, Cap. 113 (“CCL”) is therefore to ensure that Cyprus continues to offer a clear and stable approach to corporate law by updating or adapting a number of existing provisions to meet recent developments.
By Global Jurix
There was a time when talks were going around that starting up a private company and its maintenance will become a tedious task with numerous compliances and strict procedures, will cause it to take a back seat. The exemptions provided to private limited company under the Indian Companies Act, 2013, come as a stroke of blissful breeze.
The new law for the investments in venture capital funds in Spain represents a further step for Spain out of the crisis and ant opportunity for investors.
Are you thinking of setting up a corporate joint venture in England? If so then here are a few practical matters to consider before you enter into the joint venture.
Compliance and its relation to validity is one of the central points in the discussions related to the international law. H Kelsen stated that ‘the efficacy of law constitutes a condition of the validity of law’, where efficacy refers to ‘whether law is actually observed’ and ‘validity whether law must be observed’.
By Planet Depos
Singapore is a hub for international arbitration. Learn more about the city-state and what to do to prepare for an upcoming arbitration.
Correct execution of commercial contracts is an important step to ensure the terms of the contracts are legally binding on the parties. How will the courts decide whether or not a contract is binding where there is a dispute over how the contract terms have been accepted - other than with a signature in the contract itself? A recent ruling of the High Court in the UK provides useful guidance to commercial lawyers and their clients on the signing of legal documents.
Are you considering setting up a joint venture in Europe? If so you might consider setting up the joint venture under English Law. Here are a few initial considerations.
If you are involved in the maritime and shipping industry, you will be only too familiar with the wealth of legislation and regulation with which you are obliged to comply. When it comes to business at sea and in port, it is essential to ensure that you are fully compliant in order to protect you, your employees, your clients and your business.
Many legal entities, including non-resident legal entities (hereinafter the "Legal entities") while conducting their business activities often face the necessity of expanding their businesses not only within their country of incorporation but also by the presence of in different regions as well.
Parties to commercial contracts owe various contractual duties to each other according to the terms of the contract. But what is the duty of care of a professional consultant to others, for instance, to warn of potential construction problems where there is a risk to others or property?
It is clear following the spectacular ruling against a former top manager that case law is becoming tougher and compliance increasingly important for businesses and corporations.
Recourse can be taken against governing entities such as managing directors, executive boards or supervisory boards where mistakes are made in managing the company. The extent of recourse claims is disputed.
The German market is of interest to many foreign investors. However, there are a lot of legal and tax aspects that need to be considered when entering the German market.