HG.org Legal Resources

Business and Industry Law Articles

Articles written by lawyers and expert witnesses worldwide
explaining the different aspects of Business and Industry.


GmbH Shareholder’s Estate: Passing on Company Shares in Germany

The shares in a GmbH form part of a GmbH shareholder’s estate. Accordingly, it is important to settle early on who the company shares will go to in the event of succession.

Right to Fly with Points

  By HG.org
Flying with miles is an advantage for those that fly regularly and is often an option with credit cards, travel programs and other incentive programs. Travelers who fly with points have the potential to realize substantial savings. However, sometimes there are problems when the person wishing to redeem the points is unable to do so or if a flight is cancelled after using points.

Inheritance of Company Shares in Bulgaria

Aiming to clarify the main points of the procedure for inheritance of company shares under the Bulgarian Commercial law

Promissory Notes

Put simply, a promissory note is a written promise to pay a definite amount of money on specified date(s) or on demand. The primary purpose of a promissory note is to evidence a loan amount, interest rate, if any, and other terms on which a loan is to be repaid. Depending on the type of transaction involved, a promissory note may or may not accompany a security agreement, a deed of trust, or other contractual documents.

FINRA Submits Proposed Rule Changes to Clarify Offsetting Awards

FINRA has recently filed proposed rule changes that provide much-needed clarification to how arbitration awards resulting in both sides paying money should be handled.

Commercial Contracts: When A Clause Means What It Says

Limitation and exclusion clauses in commercial contracts regularly lead to disputes between the parties. Any guidance from the court on how these are to be interpreted is always welcome by commercial lawyers, who can then better advise their clients.

How to Save the Family Business for the Next Generations

The Family Business Institute has reported that just 30 percent of family-owned businesses survive past the next generation, with only 12 percent making it to a third generation.

Starting a Business in California? Read This First

It is no secret that nine out of ten start-ups fail—that’s a full 90% of businesses that do not become profitable or are derailed for one reason or another. So what can you, as a prospective business owner, do to ensure you are one of the success stories?

Hungary - The Employee Stock Ownership Plan (ESOP) Is Alive Again

An Innovative and Cost-Efficient Tool for the Motivation of Employees.

Legal Remedies for Sick Pet Purchases

  By HG.org
When a pet gets sick, it can often feel like a family member is sick. While many people view pets in this light, the law has traditionally taken the view that pets are personal property. As such, if a pet becomes sick shortly after a purchase, traditional contract laws typically apply.

Construction Contracts in Iran’s Body of Law: Post-Sanctions Strategy

Although there are several similarities between construction law in Iran and other countries, it has its own rules and regulations which are different from the construction industry of the West. foreign contractors who enter the market for the first time must be prepared for a different environment. This article explains important aspects of construction law in Iran.

Legal Aspects and Procedure of Setting up a Company in Iran

Considering the fact that majority of investments in Iran starts with setting up a company, many foreign investors look for reliable information about its process and requirements. At the same time, its procedure and related rules have been mentioned in the different resources which require to be collected and explained. This article is written to meet all these needs and provide all necessary information regarding establishing a company in Iran.

What are the Different Classes of Shares in a UK Commercial Business

Are you considering offering shares to someone else such as an employee? If so you might want to consider offering them different classes of share which have different rights. This might be important to protect your voting and decision making power.

Managing Director May Be Liable For Tax Debts in Germany

The managing director of a GmbH (limited liability company) may be personally liable for payment of the company’s tax debts if he fails to discharge his obligation to ensure the provision of funds.

Germany: BGH on Restraints on Competition Between GmbH and Shareholders

According to a ruling of the Bundesgerichtshof (BGH) [Federal Court of Justice], client protection clauses between a GmbH and a withdrawing shareholder are null and void if their term goes beyond what is necessary (Az.: II ZR 369/13).

6 Key Topics You Should Discuss With Your Business Lawyer Today

Here are the 6 Key Topics You Should Discuss With Your Business Lawyer Today.

Shareholder Disputes in the Cayman Islands

  By Loeb Smith
Shareholders of a Cayman Islands company may petition the Grand Court for an order that a company is wound up pursuant to section 92(e) of the Companies Law (As Revised) on the basis that it is "just and equitable" for it to do so.

How to Do Your Due Diligence on a Franchise Opportunity

Franchisors are required by law to provide potential franchisees with a Franchise Disclosure Document but there are also things you should be doing on your own as part of a good due diligence process, including the following.

Termination of Contracts in the UK: Will Reasons Later Argued Suffice?

Commercial contracts can be broken by either party in certain circumstances, but when can a party justify termination by a new reason given later - after the termination has taken place?

What Does it Take to Make a Great Business Lawyer?

Business law is one of the broader practice areas that covers multiple specifications. A business lawyer should maintain an ample understanding of contracts, immigration laws, tax laws, regulatory laws, and corporate laws as they pertain to stock holding, investments, and securities.

Understanding Commercial Agreements: What You Need to Know to Protect Your Business

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).

Economic and Legal Evaluation of M&A Transactions in Germany

In cases involving M&A transactions, a detailed evaluation of the economic risks and opportunities as well as the associated legal issues is indispensable.

Shipping: Insurers Avoid Claim Because of Failure to Disclose

How do the courts handle insurance claims where a vessel’s owner has failed to properly disclose the value of the vessel?

Of Mice and Men and Fiduciary Duties

A short survey of Delaware and Georgia law regarding standards of care for judging decisions of members or managers when fiduciary duties have been eliminated

Shipping: Benefit from Sale Reducing Claim for Repudiation

How do benefits arising from actions to mitigate loss affect the calculation of damages for repudiation of a time charter? At top Bahamas law firm ParrisWhittaker our expert shipping lawyers have many years of experience with advising shipping and maritime clients on all aspects of claims for damages, including issues that might affect the calculation of the sum owed.

How to Prepare for the Sale of Your Florida Business

Selling your Florida business was probably the last thing on your mind when you were working so hard just to get it off the ground.

Government Support of Investments in Kazakhstan

What is an investment project? What investment preferences are available and how to apply for them.

Notices of Intent to Lien Property in Georgia

Some states require that potential lien claimants serve a Notice of Intent to Lien on of the real estate where the lien will be placed prior to the filing of the lien. Georgia does not have this prerequisite, however, so a Georgia lien claimant may exercise an option to serve the project owner with prior notice.

Should You Convert Your Florida Sole Proprietorship to an LLC?

A majority of American small businesses start out as sole proprietorships; however, once these businesses are launched and growing, it could better to change or convert the business to a limited liability company (LLC).

6 Tips for Negotiating a Commercial Lease

You’ve found the perfect location for your small business. Now that the search for space is over, the hard part begins — negotiating your commercial lease. Here are six tips for negotiating a favorable commercial lease for your business

Scholz Holding GmbH: Deferred Payment of Interest

Investors in Scholz Holding GmbH bonds will not receive an interest payment on March 8. The due payment has been deferred until May 31, 2016.

How to Tell If You Need a Florida Business Attorney

According to the Small Business Administration, there are roughly 600,000 new businesses started in the U.S. every year.

Starting a Business with Your Spouse: Good or Bad Idea?

Entrepreneurs often wonder if starting a business with your spouse as a partner in the new venture is a good idea.

Contesting an Inheritance in Germany Due to Over-Indebtedness of the Estate

An estate not only encompasses assets but also any debts of the testator. It is possible for the acceptance of an inheritance to be challenged due to a misapprehension regarding commercially material characteristics.

Setting-up a Subsidiary in Spain

One of the main investment alternatives in Spain for a foreign company is the establishment of a subsidiary. There are two main types of companies in Spain and the ordinary procedures for their establishment.

5 Steps for Starting Your Own Business

Are you dreaming of starting your own business? Maybe you hate the job you have now, or just hate the effect it has on your life. Maybe it’s an overbearing boss or co-workers with whom you have nothing in common.

Pharmaceutical Registration in Egypt

The Egyptian Pharmaceutical market is facing a vital crisis of drug deficiency. Egyptian Pharmaceutical production has been impacted by the economic deficiency and the pharmacists warn that some drug supplies such as those of cancer treatment and diabetes are tapering off.

Follow Corporate Formalities to Protect Personal Assets from Business Liabilities in Florida

Many people create corporations or LLCs, but never follow the corporate formalities – which leaves them extremely vulnerable to losing their personal property if a lawsuit is ever filed against the company.

Franchise Warning Signs You Should Never Ignore

If you are considering buying a franchise, there are several warning signs you should not ignore. Of the more than 3,000 franchises available for investment today, a majority of them provide wonderful opportunities for entrepreneurs. However, there are also some bad apples that should be avoided. So how can you tell the difference?

Distant Trade in Ukraine of Non-resident Companies: Features of Tax Regulation

Remote trading in Ukraine is developing rapidly, created favorable conditions, therefore it would be reasonable it would be prudent for many companies of distant trade - non-residents to consider the Ukrainian market as one of the high-potential.

A Short Guide to Agency Agreements in the UK and Europe

A very brief look at some of the headline issues involved when entering into Agency Agreements – both for trade within the UK and within Europe.

UK Competition Law Compliance Checklist

A brief overview of the main principles of competition law and what is prohibited, followed by a quick checklist of actions that businesses can take to ensure compliance with competition law. It may also assist businesses to identify illegal anti-competitive behaviour by others.

Bundeskartellamt Commences Proceedings Against Internet Company in Germany

On March 2, the Bundeskartellamt (Germany’s Federal Cartel Office) commenced proceedings against an internet giant. According to the Federal Cartel Office, there is reason to suspect that the company has abused its dominant market position

Property Rights of Cohabiting Couples

  By HG.org
Generally speaking, unmarried couples do not have the same property rights as married couples. While a court may help divide a married couple’s belongings and make other decisions regarding their severance of the marital relationship, they are more hesitant to do so and may lack the authority to do so when cohabitating couples are concerned.

Company Types and Registration in Turkey

Brief information on main types of companies and the procedures of registration in Turkey for foreigners.

Acquiring Recorded Conversations with a Business

  By HG.org
Many businesses record phone calls that come into the business as a matter of practice. This may be to keep a record for future use, for training purposes or to protect the business’ interests. However, if a customer wants a copy of the conversation, he or she may have difficulty acquiring it.

Cyprus: English Court Guidance on the Wording of a Freezing Order

Recently the Supreme Court of the United Kingdom in the case of JSC BTA Bank v Ablyazov [2015] UKSC 64 made a landmark decision on the construction of freezing orders.

Corporate Governance in Egypt

The nineties of the twentieth century had a quick and violent developments which affected the structure of the global economy, the effects of the globalization of financial markets emerged, and financial markets collapsed in Southeast Asia and Latin America.

Setting up Joint Ventures in Azerbaijan

General legal matters relating to how to set up joint ventures in Azerbaijan.

Hiring Licensed Contractors

Most of us have never hired someone to do construction work of any sort, so when the need arises to hire a contractor to make repairs or improvements on our residential or commercial property, we don’t know where to start. Beware: these are dangerous waters!

Protecting Trade Secrets Using Employment Agreements

Most California business owners know that a provision in an employment contract which purports to prevent a former employee from competing with the employer’s business is unenforceable in California. Under California law, there is a strong and clear policy favoring the free and unfettered rights of workers to find work where they can, using all their skills and experience to command the best wages they can find.

Letter of Intent to Purchase a Business

So, what are the benefits of using a letter of intent when purchasing a business? This article explores that question and provides practical tips for both buyers and sellers in the context of a private sale.

How to Create an Enforceable Contract in Florida

Contracts govern many aspects of our personal and business lives, so it’s important to be sure they are legally enforceable. A contract governs the terms of a working relationship, and provides important protections for the parties involved. A good one can help you avoid litigation, or prevail in a lawsuit if a dispute winds up in court.

Provisions to Include in a Contract

  By HG.org
When a contract is clearly worded and contains all of the relevant information, it is less likely to be misunderstood by the parties. Additionally, if one of the parties has to have the contract enforced by the court, a clear contract can dramatically help.

Non-Compete Agreements in California

  By HG.org
A non-compete agreement or covenant not to compete is a legal agreement in which one person, usually an employee, agrees not to compete against the business for a certain amount of time. California has very specific rules regarding such agreements.

Succession Planning for Owners of a Family Business

If you own a small business, there is probably at least some part of you hoping to pass the reins on to one or more of your children. After all, spending so much time and effort on something that’s not going to last doesn’t sit well with most entrepreneurs.

Cross-border Reorganization of Companies in the European Union

There are number of specific features in the reorganization of companies established in EU members states. What are they?

Post-contractual Non-competition Clause for Commercial Agent Ineffective in Germany

In its ruling of December 3, 2015, the Bundesgerichtshof (Federal Court of Justice) invalidated a post-contractual non-competition clause in a commercial agency agreement (Az.: VII ZR 100/15).

Romania and the New Insurance Directive

After much debate and discussion the European Parliament and the Council have issued the recast Directive on Insurance Distribution.

BAG on the Effectiveness of a Post-Contractual Restraint on Competition

According to a judgment of the Bundesarbeitsgericht (German Federal Labour Court), even a mere interest-free loan for a competing company has the potential to violate a post-contractual restraint on competition (Az.: 10 AZR 260/14).

Apple vs. The FBI

Last month a federal magistrate judge in California ordered Apple to bypass the security protocols on an iPhone 5 that belonged to one of the San Bernardino shooters. This public order ushered in what has become a national spectacle, pitting the FBI and many Americans against Apple and Privacy proponents.

China Issues a Draft of its New Law Against Unfair Competition and Passing Off

  By MMLC Group
In 2014, the National People’s Congress authorised the State Administration for Industry and Commerce (SAIC) to issue a draft revision of the Anti-Unfair Competition Law of the People’s Republic of China, which was first enacted in 1993. We look at some of the major changes proposed in the draft.

The Registration Of Individuals & Companies In Free Zones in Jordan

Free zones in Jordan offer investors exemptions from income and social services taxes, custom duties and import duties.

The Ownership & Participation of Non-Jordanian in the Jordanian Companies

Maritime transport and auxiliary services, including: Passenger and freight transportation excluding transportation over ships owned by non- Jordanians. Maritime survey and inspection. Maritime freight forwarding. Shipping agents’ services. Ships chandlers, Ships brokers.

The Ownership & Participation Of Non-Jordanian In The Jordanian Companies

According to the Regulation of Regulating Non-Jordanian Investments, Foreign investors are allowed full ownership in many sectors, including manufacturing, hospitals, hotels, and Agriculture.

The Non-Operating Foreign Companies in Jordan

According to Jordanian Corporate law, the non-operating Foreign Company in Jordan is a Company or an entity which has its regional or representative office in Jordan for operations that it conducts outside the Kingdom for the purpose of using such a regional or representative office for managing its operations and coordinating them with its headquarters, and it is prohibited from carrying out any business or commercial activity inside the Kingdom.

The Foreign Companies Operating in Jordan

The Foreign Companies Operating in Jordan

The Consular and Diplomatic Protection: The State’s Law and the Supranational Legal Orders

The consular and diplomatic protection's public law studied the interaction between the State’s law and the supranational legal orders

Kazakhstan's Accession to the WTO: What Has Changed in Trademark Use?

The accession of to the WTO led to the changes in Kazakhstan legislation. In this review, we would like to specifically refer to the matters of Trademark use.

Reinsurance & Reinsurance Investments by International Companies in Turkey

The laws and regulations governing the insurance and reinsurance practices in Turkey are quite complex, This brief aims to inform readers on general reinsurance regulations in Turkey and tries to shed light to the reinsurance business by international insurance providers in Turkey.

How To Get Paid: Pennsylvania’s Law Regarding Contractor Payment

A Review of Pennsylvania Law Regarding Contractor Payment

Difference Between an LLC and an LLP

The business structure you choose when you start a new business should first and foremost meet your business needs. If you are starting the business with other people, you may be wondering about the differences between a limited liability company (LLC) and a limited liability partnership (LLP).

How Can Your Lawyer Help Protect You in Romania

The use of lawyers in Romania has in the past has often been limited to using them for legal advisory and court work. Most clients should consider using their lawyers in other fields in Romania. They should be used not only for legal matters but for commercial matters which have a legal angle.

LAG Düsseldorf Affirms Dismissal Without Notice for Outburst During Carnival Festivities in Germany

Even during carnival time there are limits. According to a ruling of the LAG Düsseldorf (Regional Labour Court of Düsseldorf), anyone misbehaving too much during office festivities for carnival risks being fired (13 Sa 957/15).

Contracts of Inheritance Have a Strong Binding Effect in Germany

Anyone who wishes to arrange their estate according to a contract of inheritance should note that a contract of inheritance can have a strong binding effect, as demonstrated by a ruling of the OLG München (Higher Regional Court of Munich) (31 Wx 280/14).

Anticipated Inheritance and Gifts

It is possible for assets to be transferred to the prospective heirs during the lifetime of the testator. This is then referred to as an anticipated inheritance, which frequently occurs by way of gifts.

Legal Aspects of Marketing of Organic Products in Ukraine

The Ukrainian land is the most fertile in the European Union, the development of agro-industries are a significant and also market of organic agricultural products has been growing.

Cyprus: Law Applicable to Contractual Obligations - Rome I Regulation

Since 17 December 2009, the EU Regulation (EC) No 893/2009 on the Law Applicable to Contractual Obligations (“Rome I Regulation”) is directly applicable in the Republic of Cyprus, and all other Members states of EU, except from Denmark.

Open-Ended Real Estate Funds in Liquidation: Damages Still Possible

Investors in open-ended real estate funds which have since gone into liquidation can still assert claims for damages. Their prospects have improved, thanks to the jurisprudence of the Bundesgerichtshof (German Federal Court of Justice).

Establishing a Company: Choosing the Right Corporate Form in Europe

Company founders have to come to a decision regarding the corporate form of their new business. The favourite is often the Gesellschaft mit beschränkter Haftung (limited liability company) – GmbH.

Kazakhstan Business Code: What’s New?

On 30 October 2015, the president of the Republic of Kazakhstan (“RK”) signed the Business Code (“BC”). BC is a consolidated code that embodies basic legal acts on regulations of enterprise. The adoption of BC renders some regulatory legal acts invalid.

Change in Smoking Law in Romania

In the 1930’s smoking was seen as the “in” thing to do. Social and economic pressure was such that no-one knew or cared about the consequences of smoking. This was also true in the 1950’s and early 1960’s. Romania allowed this until recently.

How Foreign Nationals Can Start a U.S. Business

Foreign nationals who wish to start a U.S. business do not need to have U.S. citizenship or residency to do so. However, there is a visa requirement as well as some statutory restrictions that foreign nationals who wish to operate as entrepreneurs in the U.S. need to be aware of.

Storage, Bailment, Warehouse Lien Foreclosure and Logistics Issues Under the UCC

The heart of the bailment relationship which results when a logistics customer transfers property to a warehouse for storage is the warehouse receipt. It is much more than a receipt. It is a document of title and provides essential terms. An attorney retained to provide advice relating to damages or foreclosure of a warehouse lien needs to be experienced with the UCC and also with third party logistics contracts which are often incorporated into the warehouse receipt.

Business Succession: Reform of Inheritance Tax Entails Greater Burden in Germany

The reform of inheritance tax could entail a greater burden on company heirs in the context of business succession than was hitherto thought to be the case. The government’s plans are coming under fire.

What Attorneys Need to Know To Draft Third Party Logistics (TPL) Contracts

Third party logistics (TPL and 3PL) contracts are some of the most complicated agreements an attorney can draft. For the manufacturer entering into an agreement with a third party logistics provider, or a new entity providing logistics services, well-drafted and negotiated third party logistics contracts are essential to protect profits and exclude liability for damages or unforeseen additional costs.

What Tax Will You Pay On Company Incorporation in Romania

One of the current most challenging issues on the incorporation of a company in Romania is the immediate tax impact on the company and its profitability. The majority of Romanian companies were incorporated with the minimum capital of two hundred (200) RON. This means a minimum capital of approximately forty five (45) Euros. This is still the case.

How to Organize an Oregon Limited Liability Company

Portland is a great city for startups, and the limited liability company (“LLC”) is often an equally excellent choice for organizing a new business entity. The advantages of LLCs are many, including the fact that while owners enjoy the benefit of personal limited liability like a corporation, an LLC is taxed like a partnership or sole proprietorship. But after you’ve chosen the LLC form, what steps are required to set up your company to do business as an Oregon entity?

Kuwait Agents lose ‘Exclusive Agent’ Status

Bringing in a paradigm shift to the Commercial Agency laws prevailing in Kuwait, the state’s National Assembly had passed significant amendments in February 09, 2016. The new amendment laws precisely struck down the concept of ‘exclusivity’. The principal-companies henceforth can appoint more than one agents or dealers of commodities in Kuwait once the new laws hit the official gazette.

BGH: Fruit Juice can be Promoted with Description “Lernstark” in Germany

In its judgment of December 10, the BGH ruled that statements such as “lernstark” (fast learner) and “Mit Eisen zur Unterstützung der Konzentrationsfähigkeit” (with iron to promote concentration) are permissible on foodstuffs (I ZR 222/13).

Avoiding Ownership Disputes

Many clients contact business litigation attorneys when it is too late to avoid a dispute. When that happens, the costs and stress of litigation can mount. Here are some relatively simple and cost-effective measures to help you avoid an ownership dispute down the road.

Fidentum GmbH Insolvent – BaFin Orders Liquidation of Lombardium Hamburg GmbH & Co. KG

Preliminary insolvency proceedings were opened against Fidentum GmbH before the Amtsgericht Hamburg (Hamburg Local Court) on December 4 (Az. 67c IN 473/15). The issuing house offered its clients the LombardClassic 3 Fund.

The Limited Liability Company in Albania and Branch in Albania

Register an LLC in Albania and register a Foreign Company Branch in Albania

BGH on Contingent Liability of GmbH Shareholders in Germany

If a partner of a GmbH (Gesellschaft mit beschränkter Haftung) [limited liability company] sells his ownership interest, he thus becomes excluded from contingent liability and is not liable for the other partners’ outstanding capital contributions.

IT Crimes in Saudi Arabia

Anti-Cyber Crime Law of Saudi Arabia is ny act committed related to computer or the internet violating stipulations of this law.

A Breakthrough in the Retail Sector in Saudi Arabia – 100% Ownership to Foreign Investors

Now a Foreign Investor can have 100 % ownership in retail sectors. SAGIA plans to pump in more high-level investors into the kingdom and introduce new technology and maintain economic growth that may become increasingly important if oil prices stay low and to make Saudi Arabia an international center for the distribution, sale and re-export of products.

Cyprus: Warrant of Search Issued against a Lawyer Cancelled Due to Violation of Legal Professional Priviledge

In the recent case, Antonakis Andreou & Co LLC, a Supreme Court Judge, in Certiorari proceedings, cancelled a warrant issued against a lawyer and his law firm, for the search of the lawyer’s premises, on the ground that the law firm withheld certain important documents, relating to the alleged commission of serious crimes, by a client of the law firm.

BGH Strengthens Commercial Agents’ Entitlement to Payment of Voluntary Contributions in Germany

The Bundesgerichtshof (German Federal Court of Justice) has strengthened the rights of commercial agents after their agency agreements have been terminated with its ruling of November 5, 2015 (Az.: VII ZR 59/14).

Breach of Fiduciary Duty

Introduction: When People You Have a Right to Trust Cheat You Ours is a world of contractual relationships, written and oral. We hire people to help us, and we hire people to act on our behalf. We enter into business associations, like becoming partners and shareholders of partnerships and corporations.

Why a Mandate Contract in Romania?

Since 1989, Romania has passed from the command economy of socialism to commerce based on the free market and capitalism.


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