Business and Industry Law Articles
Articles written by lawyers and expert witnesses worldwide
explaining the different aspects of Business and Industry.
It is common for a contractor in one state to participate on a project in another state. Unfortunately, each state has its own rules and regulations for letting out-of-state contractors work within its borders. For those contractors and subcontractors who are bidding on or working on Georgia projects, there are registration requirements with the Georgia Department of Revenue. This article provides useful information to construction professionals seeking working in Georgia.
The issue of business succession preys on the minds of the heads of many family-run businesses. Plans for succession ought to be made at an early stage. It can also be helpful to prepare a will.
By Loeb Smith
What is a derivative action? A derivative action is one commenced by one or more minority shareholders on behalf of a company of which they are member in respect of loss or damage which that company has suffered. Such a claim can only be brought in certain circumstances and amounts to an exception to the rule that a company, as a separate legal person, should sue and be sued in its own name (often referred to as the rule in Foss v Harbottle (1843), 2 Hare 461; 67 E.R 189).
Representatives of the Cyprus and the Ukrainian governments have signed, in Kiev, on Friday, 11 December 2015, a protocol amending their Double Tax Avoidance Treaty.
In a recent decision by the High Court of the United Kingdom, the court clarified the following:
Technological advancements in social media sites and website development tools have allowed users to easily share and discuss articles and photographs across the globe. In parallel with these technological developments, various organizations have sprung up that claim to represent owners of these shared photographs. These organizations send a letter and make an excessive copyright demand. Users must understand their rights before deciding whether to succumb to such excessive demands.
The escrow agreement is used worldwide as a security measure in M&A transactions. In this article, we will try to highlight the foreign practice of the regulation of escrow agreements, analyse the existing practice and the recent legislative initiatives in Kazakhstan, and make recommendations for improving Kazakhstan laws on escrow matters.
The Ministry of Commerce and Industrial (MOCI) announced on 9 November 2015 about New Company Law(NCL), which may be implemented after 150 days from its publication in the Saudi Official Gazette (Um Al Qura). The announcement came after the Kingdom considering the various factors and issues faced by both domestic and Foreign Companies
The sale of company shares where an agreement in relation to those shares had been forgotten, was found to be valid in an important ruling in the UK’s Court of Appeal.
Forming a limited liability company (LLC) for real estate investments has been a common practice in Florida for more than 30 years because an LLC can help investors protect their personal assets from any liabilities associated with their real estate investments.
M&A transactions are on the rise in Germany. According to a report published by Wirtschaftswoche, mergers and acquisitions have gone up by 5.9 per cent in the first three quarters of 2015.
When we think about the economic development of Colombia we have to consider the importance of the biological diversity that this country has and the need to manage it in a sustainable and balanced way in the light of the needs of today's world.
Do you have an Exit Strategy in the event that a Commercial Contract does not work out for You or Your Business?
Starting from December 29th, 2015 functions of National Registration Center and National Licensing Center in Albania shall be unified in one single entity.
"There are many harsh lessons to be learned from the gambling experience, but the harshest one of all is the difference between having Fun and being Smart." -Hunter S. Thompson
As 2015 comes to a close, the e-commerce industry is expected to make €185.39 billion this year. In the EU, the average online shopper spends €970 yearly, and these numbers continue to grow annually. EU Directive 2011/83/EU details the rights of EU consumers when shopping online and was transposed into Maltese law through Legal Notice 439 of 2013.
Businesses with commercial contracts imposing pre-determined financial or other penalties in the event of a breach may find they are unenforceable, following landmark rulings in two similar cases.
On August 1, 2015, the Civil and Commercial Code (hereinafter “CCC”) entered into force, introducing specific legal regulation on the franchise contract from Sections 1512 to 1524.
The VW scandal involving manipulated emissions test data highlights the importance of effective compliance management systems. This is true for large corporations as well as small and medium-sized businesses.
By Loeb Smith
Under the Companies Law (as Revised) (the "Companies Law") of the Cayman Islands, the Registrar of Companies (the "Registrar") will de-register a Cayman Islands exempted company incorporated and registered with limited liability and a share capital (the "Applicant") which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands (the "Relevant Jurisdiction") if:
Many consumers report looking over reviews before purchasing a product or service. This has been made easier by the Internet and the easy ability for consumers to include reviews. However, it has also given a forum for consumers to post negative reviews about businesses and individuals that portrays them in a negative light. In some instances, legal action can be taken against posters or websites if the conduct amounts to defamation.
You use an Office Sharing Agreement for separate practices that share the same suite of offices. Here is an outline of the basic terms of an Office Sharing Agreement.
Franchise law for area development, area representatives, sub-franchisors and master franchisees.
Various deadlines and dates that you must calendar, or suffer the consequences.
Transferring Shares in a Corporate Company is a key benefit of being a shareholder and owner of a Company. It is important to ensure that you are aware of the different circumstances under which you can transfer shares and ensure that relevant provisions are included in the company's constitutional documentation.
At the stage of making decisions whether it is worth to start business negotiations with a potential business partner, any information is valuable to help to determine in advance or formulate a thought. This article will provide examples of fast, reliable and at the same time, completely free of charge possibilities to find information about the legal entity – resident of Ukraine. You just should know a minimum of Ukrainian or Russian and your keyboard layout should support Cyrillic characters.
The Company Law of the Federation of B&H (Official Gazette of FBiH No. 23/99, 45/00, 2/02, 29/03, 68/05, 91/07, 84/08, 7/09, 63/10 and 75/13) and the Company Law of Republic of Srpska (Official Gazette of RS No. 127/08, 58/09,100/11 and 67/13) regulate the establishment, operation and termination of businesses in BiH.
California has specific laws that govern the formation of a medical practice or health care facility in California. The creation of the business entity requires a unique blend of corporate law experience and health care law expertise.
The nature of the relationship between a California general contractor and a subcontractor is legally quite complex. The general contractor awards a sub-contract based upon a bid, or extensive experience with a particular subcontractor. It is not unusual for work to begin on a jobsite under a subcontract prior to any physical agreement being drafted or signed.
What should you do if you suspect that one of your partners or a co-owner is stealing money from the company? What proof are you required to obtain, and what course of action must you take to protect your interests? The first and most important thing to do is clear your mind and do your best to remove emotion from the equation for now. A mind filled with anger is distracted and cannot think clearly.
Does an imbalance of bargaining power between two commercial parties effect the potential enforceability of the contract? Yes, the Court of Appeal in the UK has said, with major implications for commercial organisations in The Bahamas.
Corporate Shareholder Agreements are a vital component of any collaboration and/ or investment and it is important to evaluate the strategic aspects or a Shareholders Agreement before starting the venture.
Ukrainian legislation does not establish a clear field of application and the use of electronic documents and e-mails in the business and common activities. Even professional lawyers do not have a clear answer for this question, because of that judges in court consider use of electronic communications (e-mail) as evidence arbitrarily. What do Laws of Ukraine say about electronic documents and e-mails?
Question about the sales of business in Ukraine is difficult to describe as a legal scheme or mechanism, different aspects of the business are regulated by their specific branches of law. There is no exact profitable way of purchase and sale. Because of that parties choose a better way for a particular business. Let us consider this issue in more details.
Contracts are voluntarily entered into every day by two or more parties who wish to be bound by them. However, this may not be the case when one of the signatures on the contract is forged. There are certain actions that an individual can take if he or she learns of forgery.
If you are considering a Corporate Collaboration then you will need to consider agreeing a Shareholders Agreement. Knowing what terms to negotiate and agree is the key to a successful Joint Venture.
The merger control regime is regulated by the Law of the Republic of Uzbekistan No. ZRU-319 on Competition (the Competition Law), which entered into force on 6 December 2012, replacing the Law on competition and restriction of monopolistic behaviour in the commodities markets.
Indemnity clauses are commonly incorporated in commercial contracts, and the courts’ approach in interpreting them provides useful clarity for businesses and lawyers. The commercial lawyers at top Bahamas law firm ParrisWhittaker are highly experienced in advising business organisations on commercial contract issues including how terms are to be interpreted.
The formation of a company in Cyprus is a simple and straightforward process and offers huge tax advantages.
The duty of good faith in commercial contracts is limited and must accord with business common sense, the courts have ruled.
Some basic notes on the concept, main characteristics, process of formation and fiscal regime applicable to a Spanish branch, one of the main ways of investing in Spain.
A handwritten will has to be legible. Otherwise, it may not be effective according to a ruling of the Oberlandesgericht (OLG) Schleswig [Higher Regional Court of Schleswig] of July 16, 2015 (Az.: 3 Wx 19/15).
A Trust is an arrangement whereby a person known as the ‘Settlor’ transfers ownership of property to another person or persons, the 'Trustees’ for them to hold on behalf of third persons, the ‘Beneficiaries’. The assets are placed under the control of the Trustees for the benefit of the beneficiaries or for a specified purpose.
The basic legal framework concerning the liability of business entities for corrupt practices in Greece.
The chances of setting up a successful corporate joint venture in the UK are enhanced if you evaluate all the key issues well in advance of commencing the collaboration. The first consideration is to determine what those key issues are.
Public private partnership in a simple definition is a long term contract between the private sector and the public sector. In the 70s and 80s the world started thinking of encouraging involvement of the private sector in the governmental projects.
In certain circumstances a corporate contract may not be enforceable where the other party executing the contract lacks authority.
Ensuring that you are aware of what to include in Heads of Terms in Commercial Transactions and which clauses should be Legally Binding will enable you to negotiate deals with confidence.
While many individuals ask for a second opinion after receiving a medical diagnosis, these same individuals feel hesitant to do so in a legal case. However, individuals are usually entitled to seek the advice of an attorney of their choice in order to receive a second opinion or other legal counsel.
Palimony derives its name from alimony that is paid to a person who was living with another person buy the two were not married to each other. It is similar to alimony, but the requirements to receive it may be heightened or not afforded in some jurisdictions.
For overseas buyers it is very important to inspect goods after delivery. The inspection should prompt and contribute to official report. With related knowledge on China law, buyers may put inpsection period, defect types, and form of valid report into contract clauses. This may greatly alleviate buyers burden of proof.
When a person purchases a new appliance, he or she expects it to do the job that it is intended to do. However, in some cases, a defective appliance may cause damage to a person’s property through a water leak, electrical issue or other defect. In some instances, a consumer may be able to receive compensation for such damages.
A new pot resort in South Dakota will be opening up soon on tribal land, despite the fact that pot is not yet legal in South Dakota.
When drinking (or otherwise impaired), people often make unbelievably poor choices. This, of course, leads to common problems like drunk driving and regrettable tattoos. Other times, it could lead to problematic legal relationships. This leads many to ask, “Is a contract valid if I signed it while I was drunk (or otherwise impaired)?”
Different legal possibilities for foreign investors in order to start a business in Bulgara.
There are so many contracts entered into everyday by overseas businessmen with China partners. If the contract does not choose jurisdiction and applied laws, China court and related laws are implied. However it is too costly for overseas businessmen to bring lawsuit in China, especially for small amount cases. So it is necessary to get some knowledge on these aspects for overseas businessmen.
There are restrictions to Non-Thais from opening most types of businesses.
When a person has more belongings than he or she can comfortably store in a home, he or she may take extra belongings to an off-site storage company. The circumstances about which the storage company can remove belongings are based on state law and the specific contract.
When a person cosigns on a loan, he or she is agreeing to be liable for the remaining balance if the original person on the lease fails to fulfill his or her obligations under the loan. If that person does not handle the lease in a responsible manner by making ongoing and timely payments, this can negatively impact the co-signer’s loan.
Many people have heard the term “industry standard” bandied about during legal discussions, whether in contract negotiations or during lawsuits, but most may not know what this really means. Indeed, many practitioners may be unclear on the meaning and use of “industry standards,” as well.
Even an outgoing commercial agent is entitled to the full portfolio management commission. That was the decision of the Landgericht Köln (Regional Court of Cologne) in its ruling of June 30, 2015, Az.: 4 O 355/14 (not yet final).
How to choose a reliable Chinese supplier in international trade business, for foreign merchants.
Foundations based in Switzerland need to pay tax on their income generated in Germany, even if they pursue non-profit causes.
On the 2nd of October 2015 Volkswagen has been discovered from the Environmental Protection Agency (EPA) that many of its diesel cars sold in the USA were fitted with a device that could detect when they were tested, changing their performance accordingly to improve results. The so-called “defeat device” was showing that the cars emit less and hiding the fact that the engines were emitting up to 40 times the of nitrogen oxides (NOx) than standards allow.
It is thought that around eleven million vehicles worldwide have been affected by the VW scandal concerning manipulated emissions test data, including models from Volkswagen’s subsidiaries Audi, Skoda and Seat.
By MMLC Group
China’s revised Advertising Law of the People’s Republic of China, effective as of 1 September, 2015, represents the first major revision since being enacted in 1995.
Various reasons may lead you to the resolution that a going limited liability company in Bulgaria is necessary to be transformed into a joint-stock company. Improvement of the image of the company with regard to future financing/projects, provision of certain anonymity to the shareholders, bond issue, planned listing of the company on the Bulgarian stock exchange, etc., is just a short list of the likely reasons for a Bulgarian company to be transformed.
If a creditor knew that a company was materially or factually insolvent and nevertheless accepted money, it can be ordered to repay this pursuant to insolvency law.
The government of Cyprus has announced new amendments in the island’s tax system in order to attract foreign investment and increase Cyprus’ economic activity.
Construction law in California can be quite complex, and it is important to understand the best strategies for resolving disputes with contractors.
Infringements of competition law can prove to be costly. Following a ruling of the OLG Celle of July 7, 2015, this is also true for impermissible advertising of the location of a company (Az. 13 W 35/15).
“Foreign Invested Enterprise” in Ukraine, what should we know about benefits and guarantees.
Despite recent the economic crisis and downturns in several important countries in the region, Latin America still remains a crucial trading and investment area for multinationals. For after over a decade of full-blown globalization efforts by the government and international investors, Ecuador has opened to foreign investment.
This type of car buying scam gets its name from purchasers who are sold vehicles “on the spot.” The dealership says that the buyer has been approved for the vehicle, but he or she is later told that the financing fell through. There may be some consumer protections to help affected buyers, and there are certainly ways to avoid this common scam.
The Small Business, Enterprise and Employment Act 2015 is being implemented in the UK.
Parties are usually free to contract as they see fit. However, if one party’s actions rise to the level of duress, the act of entering into a contract is no longer a voluntary process, and the contract may not be enforced.
The European Court of Justice (ECJ) has strengthened consumer protection. Thus, food products cannot give the impression that they contain certain ingredients if this is not actually the case.
Franchisees can assert claims for damages if they were knowingly forecast unrealistic turnover figures when everything was being explained to them prior to the conclusion of the agreement.
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.