Business and Industry Law Articles

Articles written by attorneys and experts worldwide
discussing legal aspects related to Business and Industry.

Singapore The Island Nation with Global Significance

Singapore is a hub for international arbitration. Learn more about the city-state and what to do to prepare for an upcoming arbitration.

Commercial Contracts: Beware Signature Blocks

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.

Corporate Joint Ventures – Initial Considerations under English Law

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.

Compulsory Marine Liability Insurance

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.

Voluntary Liquidation of Branch and Representative Offices of Foreign Legal Entities in Kazakhstan

  By Integrites
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.

Duty of Care: A Professional Consultant’s Duty to Warn

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?

Following Ruling Against Top Manager – Compliance Becoming Increasingly Important

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.

D&O Liability: Recourse Claims Against Executive Board, Managing Directors or Supervisory Board

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.

Market Entry in Germany for Foreign Investors: Consider Legal and Tax Aspects

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.

Company Incorporation in Myanmar - 100% Foreign Ownership

The Republic Union of Myanmar laws and regulations are different in many aspects.

The Right to Place Items on the Agenda: A Powerful Weapon for Shareholders

The right to place items on the agenda can be a powerful tool. In this way shareholders can apply pressure to the board, or, as the case may be, the company. Recently, a dispute about adding an item to the agenda of a meeting at Fugro by Boskalis was submitted to the court in preliminary relief proceedings.

What Are the Elements of a Contract?

Two individuals or entities may reach an agreement regarding any course of business and put this agreement in the form of a contract. If one of the parties does not uphold his end of the bargain, the non-breaching party may pursue legal remedies for this breach. In order to prevail with such a lawsuit, the moving party must establish certain legal elements.

German Executive Board Liable for Inadequate Compliance System

The executive board of a stock corporation (Aktiengesellschaft (AG)) or the management of a German limited liability company (GmbH) bears responsibility and is liable for a functioning compliance system. This stems from a ruling of the Munich Regional Court.

Removing a Shareholder from a Business

Here is the flow of issues when a shareholder is removed from a business: Termination of employment → Buy-back of shares → Non-competition → Claims for unfair oppression. Let’s start at the beginning, which is the end of employment.

Are There Any Ways to Fight Big Businesses Moving Into the Neighborhood?

The American economy has changed quite a bit over the last few decades. One of the biggest changes over the last 100 years has been a shift away from small, family owned stores to the “big box” megastore.

Overview of Cyprus Merger Control Rules

The Cypriot regime governing the control of concentrations is often surprising for foreign businesses and their counsel, due to the relatively low thresholds. Considering however that entirely foreign-to-foreign mergers and acquisitions, as well as joint ventures, can be caught under the Cypriot merger control regime, we have authored this note as guidance to all parties involved in a transaction that meets the jurisdictional thresholds that trigger a Cyprus filing.

Weak Euro Can Result in Problems for Foreign Currency Loans

The ECB wants to purchase government bonds on a large scale. One consequence of this could be another collapse in the euro exchange rate. This might lead to problems for financial investments with foreign currency loans.

Shareholder Agreements under English Law – Basic Share Structure and Share Transfer Considerations

If you have more than one shareholder in your company, then you should consider agreeing the terms of a shareholders agreement which regulates the rights and obligations of shareholders.

Bundesverfassungsgericht Overturns Tax Privileges for Company Heirs in Germany

On December 17, the German Federal Constitutional Court (Bundesverfassungsgericht) overturned tax privileges for company heirs which were said to be unconstitutional. The legislature has until mid-2016 to establish a new arrangement.

Shipping Contract Disputes

A recent contract dispute demonstrates the need to secure expert shipping law advice as soon as possible, particularly if the contract in question contained a jurisdiction clause, which can affect both the outcome of the case and any damages awarded.

Valuation: Duty of Care to Investors

What is the extent of a valuer’s duty of care to an investor? The UK courts have considered this issue, which is of particular importance to the property and financial sectors, surveyors, and other experts.

Shipping Arbitration Agreements

Drawing up effective contracts is an essential part of carrying out a thriving and successful shipping business. But even with the best intentions and the most rigorously drawn up agreements, contentious issues may arise.

Trademark Law: Financial Institutions Fight Over Use Of Colour Red

Two large credit institutions are fighting over the use of a particular colour because colours have a significant and memorable effect on consumers.

Fast Food and Franchise

A well-known fast food chain has terminated the contract with one of its franchisees in Germany, but the latter is fighting back. There are several pitfalls that one needs to be mindful of regarding franchise agreements.

Ruling on Inheritance Tax Unnerves Family Businesses

The German Federal Constitutional Court’s (Bundesverfassungsgericht) ruling on inheritance tax is unsettling many businesses. Tax privileges for company heirs shall be limited going forward.

Minimum Wage Creates New Obligations For Employers

The statutory minimum wage of 8.50 euros per hour applies in Germany as of this year. One in every eight businesses, or twelve per cent, throughout Germany are affected by the minimum wage.

How Do I Setup a Corporation?

Congratulations on planning to start your own business. But, as many a budding entrepreneur has discovered, it is not as easy as picking a name and opening a shop. To actually establish a business, you need to make a few choices and go through a series of filings. So, how do you setup a corporation?

What Makes a Contract Valid?

Attorneys hear this question quite frequently: what makes a contract valid? In truth, many components come together to make a valid contract, but some are essential while others are merely useful or even extraneous. So, here are the components of a valid contract:

Establishment of Joint Stock Companies and Limited Liability Companies in the New Turkish Commercial Code

The new Turkish Commercial Code (“NTCC”) No. 6102 entered into force on July 01, 2012. In parallel with the harmonization process of Turkish Law with acquis communautaire, the NTCC has significantly changed the system and replaced the outdated provisions of the former Turkish Commercial Code (“TCC”) with practical ones. As one of the aims of the NTCC is to boost investment, advanced provisions regarding the establishment of the companies have been introduced.

Thailand Business Structures Incorporation

Most businesses are looking to Incorporate a Company in Thailand but do not meet the initial requirements. Below is a list of items to consider before you proceed to set up a company in Thailand.

Inheritance Tax: Cuts For Company Heirs

Following the German Constitutional Court’s (Bundesverfassungsgericht) ruling at the end of 2014 that inheritance tax must be partially reformed, company heirs may be faced with large cuts.

Concept and Purposes of Due Diligence in Spain

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.

Tax Evasion: More Than 18,000 Proceedings Suspended Following Voluntary Disclosure

The number of voluntary declarations in cases of tax evasion is increasing and with it the number of suspended proceedings. More than 18,000 proceedings were suspended in 2013 according to media reports.

Incorporation of Companies in Hong Kong and in Singapore

In light of increased recent interest in incorporating corporations in Hong Kong and in Singapore, we have summarized briefly hereunder the procedures and the advantages of such corporations, as follows:

Tax evasion: Typical mistakes with voluntary declaration

Although there are no formal requirements for a voluntary declaration in cases of tax evasion, mistakes can result in the ineffectiveness of the voluntary declaration and the threat of a conviction.

Tax Evasion: Voluntary Disclosure, Interest And Penalties

Voluntary disclosure in cases of tax evasion remains a possibility in 2015, but tax evaders will be asked by the exchequer to pay a heavy price.

Tax Evasion: More Than 25,000 Voluntary Declarations In Baden-Württemberg Already

The number of voluntary declarations in cases of tax evasion continues to increase. More than 25,000 voluntary declarations have since been submitted in Baden-Württemberg according to media reports.

The Basics of Crowdfunding

Over the past couple of years, the process of crowdfunding has become hugely popular as a means to start businesses, launch new products, or support any number of causes. In this post, we’ll cover what crowdfunding is and how it gained popularity as well as the different types of crowdfunding so that you can either utilize the different platforms available to fund your own project, or to make wiser investments.

Business Tax Deductions

Business expenses are the associated costs of carrying on a business. Such expenses are typically deductible if a business is operated to make a profit.

The Process of Qualifying to Do Business in Another State

If your Florida-based business has operations in more than one state, you should be aware of the operating requirements for each state in which you do business — a process known as “qualifying to do business.” Whether or not your company must qualify to do business in another state depends on whether it engages in intrastate commerce or interstate commerce.

The Importance of Non-compete and Non-solicitation Provisions in Your Employment Agreements

Reasons to consider non-compete and non-solicitation agreements.

What to Do with Your Liquor License if Your Business Closes

How to handle a New York liquor license when not operating.

Is Sole Proprietorship the Right Business Structure for Your Company?

Sole proprietorship are the most popular form of business structure in the United States, with more than 70% of businesses owned and operated by sole proprietors.

Luxembourg Declares War On Tax Evasion – Voluntary Disclosure As An Alternative

Even Luxembourg is now taking the fight against tax evasion seriously. Income from interest will soon be reported to the German exchequer. Those affected ought to consider a voluntary declaration.

Foreign Companies in Ecuador

Foreign companies wishing to open a branch in Ecuador, should be incorporated in their country of origin as a trading company, may be of limited liability or a Inc and consider the following issues.

Promotion of Investments by Venture Capital Funds in Spain

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.

Tax Evasion: Longer Limitation Periods For Illicit Earnings Outside Of EU – Voluntary Disclosure

The planned law to tighten the rules for voluntary disclosure in cases of tax evasion is expected to be adopted before Christmas. Voluntary disclosure will then be more expensive and difficult from 2015.

Tax Evasion: Bundestag Discussing Tightening the Rules for Voluntary Disclosure

The German Bundestag is currently discussing the draft legislation concerning the planned tightening of the rules for voluntary disclosure in cases of tax evasion. The law is likely be passed before Christmas.

Tax Evasion: Only An Error-Free Voluntary Declaration Affords Protection Against Conviction

Voluntary disclosure can pave the way back to legality in cases of tax evasion. However, this will only succeed if the voluntary declaration really is error-free.

Amendments to Hong Kong Listing Rules relating to Risk Management and Internal Control

On 19 December 2014, the Stock Exchange of Hong Kong published amendments to the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 of the Main Board Listing Rules (“the Code”) to include specific provisions relating to risk management and internal controls into the Code.

Worry and Reassurance: A New Food Safety Law in China and What You Can do for Your Customers

Fake wine is nothing new in China. Even though the economic incentives for going after counterfeiters have never been greater, the fakes are still out there. But there are two things to keep in mind.

Risk Management and Prevention Strategies for Start-Ups in China

For any start-up, there are multiple legal issues involved in building your business but risk management and prevention issues can be arranged into four major risk areas.

What Does the FDA Do

If you have ever looked at a warning label on food or medicine, you may have noticed something that said “FDA Warning,” or “The FDA requires.” But what is the FDA, what does it do, and how does it enforce its rules?

Avoiding of Risks in Property Interests Purchase in the Ukraine

Investing to the real estate market is very profitable in Ukraine. There are a lot of foreign companies which provide their activity in Ukraine with one purpose – to buy and rent the real estate. Ukrainian state bodies designed very good legal remedies for property and owners too. But now we still have a lot of legal gaps.

10 Legal Tips for Business Startups in Florida

If you are starting a Florida business, you are certainly not alone. The last economic recession made entrepreneurs of many Florida residents.

Intellectual Property: 3 Legal Tools to Help You Protect Your Business Idea

If the success of your small business rests with your intellectual property, then you should be very interested in how you can protect it. Filing for a patent can be costly and time-consuming; you may not be able to wait that long, especially if you need to share your idea with others for it to come to fruition.

Common Defenses for a Breach of Contract Claim

Breach of contract claims — when one party sues another for failing to deliver on the terms of a written or oral agreement — are one of the most common business disputes in Florida courts today. Consequently, it is useful for Florida business owners to be aware of some of the common defenses for a breach of contract claim:

How Lawyers Help Small Businesses

It is easy for small businesses to gloss over hiring a lawyer because other matters, such as marketing, operations and advertising seem more pressing. Many legal issues may not be of immediate concern to small business owners who easily justify holding off on paying for these services. However, there are many ways that lawyers can help small businesses.

10 Ways Real Estate Agents Can Avoid Litigation

It is possible for any industry to avoid litigation. Here are ten ways that insurance agents can try to avoid litigation. However many of these would apply to any industry.

Acquisition of Real Estate in Turkey by Foreign Individuals

Every country has its own legislation regarding acquisition of real estate by foreign individuals within the scope of its own political, economical and social requirements. Acquisition of real property by foreign real persons in Turkey is restricted by laws as well. The main purpose of this brief article is to explore the legal restrictions of purchasing real estate in Turkey by foreign individuals.

Commercial Criminal Law: Commercial Criminal Proceedings Can be Expensive and Damaging to One’s Reputation

Involvement in commercial criminal proceedings can threaten the existence of a company. This is not merely a matter of money but also the company’s reputation.

A Legal Checklist for Starting Your Own Business

Whether you are already a small business owner, or a soon to be business owner struck by the entrepreneurial spirit , there are certain legal aspects to starting your own business that you just cannot ignore.

Share Transfers in Joint Stock Companies in Turkey

In order to complete a share transfer in a Joint Stock Company registered in Turkey, the endorsement and transfer of share certificates (in the bearer form) are required. If the company has not issued any share certificates, the transfer of the shares shall be completed within the share ledger of the company.

Squeeze Out Right in Turkey

In Turkey, where shareholders directly or indirectly own and hold at least 90 % of capital shares and voting rights in a capital company, the controlling shareholders may apply to the court for the squeeze out of the minority shareholder(s), if the minority shareholder(s) prevents the company from running its business, do not act in good faith, create perceptible disruption or act in a reckless manner.

Liabilities of Shareholders and Board members for Public Receivables in Turkey

In Turkey, the liability of Joint Stock and Limited Liability Companies’ shareholders is only against the company and limited with their capital contribution. However, the shareholders of Limited Liability Companies are, unlike Joint Stock Companies, jointly and severally liable against public receivables (fiscal receivables) such as taxes, duties, levies and charges if the company is unable to make the required payments.

Opening Liaison Offices in Turkey

In addition to the establishing a company or a branch office, foreign investors can also establish liaison offices in Turkey. Liaison offices can only be involved with non-commercial activities. In other words, liaison offices cannot issue invoice or proforma invoices.

Opening the Branch of a Foreign Corporation in Turkey

Foreign companies may also operate through branches in Turkey. For establishing a branch, a permit from the Undersecretariat of Treasury Foreign Investment Department (FID) must be obtained before the registration to the Commercial Registry Office.

Buying a Company or Part Ownership in Turkey

Buying a company or part ownership in Turkey, At Bereket & Baltaci, we provide assistance and guidance with foreign corporations and investors in acquisition of a Turkish company or part ownership thereof in Turkey.

Formation and Registration of a Company in Turkey

Information about starting and registering a business, including types and establishment process and liabilities of shareholders and regulations of a company, establishment process and customary time period as well as list of necessary documents for a company establishment in Turkey.

Tax Evasion: Even Minor Errors Can Result In Ineffectiveness Of Voluntary Disclosure

Voluntary disclosure in cases of tax evasion is a complex issue. Even minor errors can result in an ineffective voluntary declaration, and then there is the threat of a conviction for tax evasion.

Questions to ask a Small Business Lawyer Before Hiring

Small business lawyers play a vital role in the formation and retention of a business. They are also a source of trust and expertise for small businesses that must rely on their work and advice. Here are several questions to ask a small business lawyer before deciding to hire him or her.

Distribution Law Encompasses a Plethora of Rules and Laws

In light of the advancing globalisation of trade and commerce, distribution law is becoming increasingly complex because national and international standards and laws have to be observed.

Transferring Business Ownership

What is a Transfer of Ownership? As they say, all good things must come to an end. Maybe you’d like to retire, or maybe it’s time to pass the family business to the next generation. For one reason or another, many business owners will face a time when they need to transfer their ownership rights to another person or entity.

Tax Evasion: Voluntary Declarations at Record High in Germany

According to a survey by the “Welt am Sonntag”, the authorities have already received more than 35,000 voluntary declarations for tax evasion in this year.

Incorporating Capital Companies in Turkey and in Romania

This brief information note aims to provide information regarding capital company formations in Turkey and in Romania in a comparative manner.

Contract Law: Contractual Freedom and Its Consequences

General contract law is characterised by the principle of contractual freedom. This private autonomy applies as long as it does not infringe laws or is contra bonos mores.

Right and Obligation of Property Brokerage Company in Indonesia

  By Leks&Co
Right and obligation of property brokerage company is stipulated under the Minister of Trade Regulation Number 33/M-DAG/PER/8/2008 on Property Brokerage Company (“Permendag No. 33/M-DAG/PER/ 8/2008“). Property brokerage company is the entity that operates as a sale and purchase broker, lease broker, research and assessment, marketing, as well as consultancy and information dissemination relating to a property based on employer’s or client’s instruction under a written agreement (“Company”).

Small Business Owners: Five Ways You May Be Breaking Employment Law Without Knowing It

Breaking Employment law? You may be a great employer, but you may be breaking employment law without even knowing you’re doing it. It’s pretty easy, as a business owner and an employer, to accidentally break the law. Here are five ways it can happen.

Someone Sold Me Broken or Defective Merchandise, What Can I Do?

Ever bought something only to discover it did not work? Usually a larger retailer will take the item back, but some smaller companies are not always so willing to do so. When this happens, what can you, as the consumer, do about it?

How to Successfully Develop a Real Estate Project

To receive a highly professional legal advice based on experience in Real Estate will be vital to make sure that the land you want to purchase for starting a real estate project (horizontal or vertical condominiums, houses, gated communities or commercial) is ideal and doesn’t have any kind of building restrictions.

Is there Ever Enough Money to Start a Business

How to fund your business.

Insurance Law: Enforcing Claims From The Insurance Policy

It is crucial both in one’s private life and in business to cover oneself against damage and loss. It is not, however, always easy to enforce claims from an insurance policy if damage or loss has occurred.

Your 8 Step Guide to Navigating Business Contracts

It’s easy to feel lost when first reading the language used in business contracts; all those details swirling around are important, but often difficult to follow. Placing legal terms in context, and gaining an understanding of provisions, are great ways to start feeling comfortable with this common contract that’s the backbone of every transaction.

Commercial Law: Companies Must Comply With An Abundance Of Legal Regulations

Any entrepreneur participating in economic life finds himself facing an abundance of laws, standards and regulations arising from various fields of law – national and international.

Registering a Pharmaceutical Company by a Foreigner in Ukraine

Starting a new business in Ukraine appeals to foreigners, as it provides a real opportunity for significant profits from trade at the pharmaceutical market. This niche of the market shows permanently existent and growing demand for different medical drugs along with various supplements and accompanying personal care products.

Oil Contracts, What Is it all About?

Perhaps fuel could be the quickest product to come in to mind when thinking about petroleum, but the list of petroleum products is long and includes numerous materials such as propane, liquid fuels blending such as kerosene, benzene, etc…lubricants, sulfar, asphalt and many more….Petroleum contracts through the history were designed with crude oil in mind, and this ethos still dominate the structure of the contracts up to this date.

51 States Have Declared War on Tax Evasion – Voluntary Disclosure a Way Out

Banking secrecy might soon be a thing of the past and tax evaders will come under more and more pressure. 51 states have signed a tax treaty in Berlin concerning the automatic exchange of information.

Four Steps to Stronger Business Contracts

Strong business contracts are essential to protect yourself and your business. Below are four key steps to creating effective business contracts.

Sales Tax: Various Rates, Deadlines, Obligations and Possibilities

Every citizen comes into contact with sales tax, also referred to as turnover tax, on an almost daily basis, as it is payable on every purchase and service.

Tax Evasion: Countdown for Voluntary Disclosure Has Begun

Tax evaders who wish to pre-empt a conviction for tax evasion with a voluntary declaration ought to hurry. Stricter rules for voluntary disclosure shall apply from 2015.

Tax Evasion: Switzerland Supports Crackdown in Banks

Switzerland has perhaps had its day as a tax haven. According to media reports, Swiss investigators are supporting German tax investigators in searching several banks.

Tax Evasion: Switzerland Cooperates and Provides Banking Information

Switzerland is serious about the fight against illicit earnings and tax evasion. It wants to participate in the automatic exchange of information between EU states.

How to Open a Ukrainian Representative Office for a Foreign Company

Opening of the representative office of the foreign company in Ukraine can be a complicated process where numerous ins and outs must be taken into account. It may be full of unnecessary delays and worries for citizen of other countries, since they are not familiar with the requirements of the Ukrainian legislation. In addition, language barrier is also a subject for consideration.

Is it Legal to Write a Secondary Ukrainian Business Contracts in English?

According to the widely common international practices, originals of the most important documents should be executed in more than one language which are native for each of the participants of the agreement. In such a manner, all the parties of the international agreement should clearly understand and accept the essence and conditions of document to follow with the stamps and signatures at the moment of signing the document.

How to set up a Liaison Office in Turkey?

Foreigners interested to put footprint in Turkey have various options, such as formation of a capital company in Turkey (mostly used joint stock companies and limited liability companies) or incorporation of its' Branch offices and Liaison Offices in Turkey.

Compliance: Companies are Liable for Their Employees

Companies and entrepreneurs are responsible for ensuring that no legal violations arise from within the company. That is why compliance is an important issue.

USA: Business Structures Available for Foreign Investors

The choice for the appropriate legal structure to transact business in the United States (“U.S.”) depends on a combination of factors relevant to a specific activity or sector, as well as on the needs and goals of the investor.

A Way to Avoid Unstable Electricity Market Prices in Turkey: Risk Sharing Contracts

Following the privatization of energy market in Turkey, in last 10 years, many big investors have lined up to obtain energy generation, distribution, wholesale and retail-sale licenses in order to make investments in energy sector due to its high profit potential.

Tax Evasion: EU Agrees Comprehensive Exchange of Information

Things are becoming increasingly more difficult for tax evaders within the EU. The EU finance ministers have now agreed to a comprehensive exchange of information among the national tax authorities.

Hotel Management Agreements under UAE Law

Agreeing with your spouse to reimburse him or after a shopping trip? A contract. Buying a plane ticket? A contract. Signing an offer letter from an employer who has offered you a job? A contract. A multi-page complex document laying out terms and conditions of a high value corporate deal? A contract.

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