Business and Industry Law Articles
Articles written by attorneys and experts worldwide
discussing legal aspects related to Business and Industry.
First to be explored is the legal nature of the so called “nominee shareholder”. Nominee shareholder is a shareholder of a company holding shares nominally only, that is, only in name. In such a way the identity of the ultimate beneficial owner (“UBO”) of the shares is not disclosed.
The German government has approved a bill to tighten the rules for voluntary disclosure in the event of tax evasion. The law is expected to enter into force on January 1, 2015.
Collecting on a judgment even in ideal circumstances can often be a time-consuming and complex process, and that presumes the debtor is solvent, and doing business and/or making money. When the judgment enforcement against a debtor who is a company or legal entity, which appears to be (or is) out of business, the process can be considerably more troublesome and taxing.
The practical effect of indemnity provisions in commercial contracts is dependent upon the detail in their drafting, an important ruling has confirmed.
Joint ventures take many different forms but few have such an unusual background as a recent dispute involving what started as a simple agreement.
An association is frequently established as a way of pooling the strengths of individuals to form a strong special interest group. Legal and fiscal aspects must be observed when establishing an association.
By STA Law Firm
All change is not growth, as all movement is not forward (Ellen Glasgow). The term ‘change’ in simplest form means going from one state to a new state. Although the word ‘change’ is broad enough to connote positive as well as negative change, the likelihood of ‘change’ unfolding positive or welcoming outcome cannot always be pre-determined. A well-conceived and planned change could however result in positive if everything related with the plan goes right.
Many foundations serve charitable purposes, but there are also those foundations that are run for private benefit, such as the family foundation. The latter can e.g. be used to avoid inheritance disputes.
Breaches of the terms of a contract may entail legal consequences, such as e.g. damages claims. It is therefore all the more important to regulate rights and obligations in the contract in detail.
Family owned businesses may thrive over multiple generations. To have lasting success, the family owned business needs to transition ownership from generation to generation. To preserve family harmony and maintain a healthy business, it may be best to transition ownership to family members that are active participants in the business, while allowing non-active family members an opportunity to “cash out” and direct their funds elsewhere as desired by their preferences.
It is becoming increasingly difficult for tax evaders to remain undetected due to the automatic exchange of information between EU member states, particularly as Switzerland has signalled its willingness to cooperate.
Partnerships between agents and principals in agency relationships don’t always go smoothly. In this case, a dispute arose between a travel agent and a travel operator related to ‘price manipulation’.
In January 2014, the judge hearing the application for interim relief at the Amsterdam district court was required to pronounce on the continued operativeness on a company of a shareholders’ agreement. Company law specialist Hein Hoogendoorn explains the judgement by the judge hearing the application for interim relief on this question.
The use of the slogan “the only complete programme throughout Germany” in an advertisement for a dental care programme is misleading in the opinion of the Higher Regional Court of Hamm.
Unpaid Income Tax Establishes Liability of the Managing Director of a German Limited Liability Company
In terms of the overall responsibility, a managing director is also liable for the income tax of employed workers that is not paid to the tax office.
North Rhine-Westphalia’s (NRW) Minister of Finance, Walter Borjans, announced in the Rheinischen Post Online that NRW will continue purchasing CDs with data on suspected tax evaders.
Contractors and suppliers, whose labor, services, equipment or materials were used to improve real estate, may be entitled to file a claim of lien under the Georgia Mechanics and Materialman's Lien Statute if they are not paid. Navigating this law, however, can be difficult so we have put together this step-by-step guide to help you understand the complexities of Georgia's Lien Laws.
Angola now offers much more than just a promising opportunity for foreign investors with its positive investment strategy, a thriving economy and a strong willingness to grow.
Consumers and suppliers ought to benefit in equal measure from fair competition. In the event of infringements of competition law, legal action can be taken.
By CTM Avvocati
A Legality Rating was established as an opportunity for: spreading the culture of legality, demonstrating your company’s ethical credentials, obtaining financing and verifying your organization and your suppliers.
Company structuring in Turkey mainly focuses on two types; joint stock and limited liability companies. Alteration in partnership structure or share transfer of these kinds of companies shall be subject to commercial legislation.
If someone wishes to establish a business, the right company form must be found. Different rights and obligations emerge depending on the chosen company form.
Security for costs is money that a plaintiff is ordered to provide to the court as a condition of continuing with a claim or execution proceeding, and which will be applied on any costs order that may be made against the plaintiff. It provides a safeguard to the defendant in financial terms so as to ensure that he is not unduly burdened by having to bear his own costs in defending claims by plaintiffs who may be unable or unwilling to pay costs to the defendant when ordered by the court.
Do you have court order from court of your country that you wish to seek recognition of it in Turkey, but you are concerned that it might not be recognized, because it does not contain the grounds on which the decision is built? Well, here is a good news!
For commercial agents, some rights and obligations are regulated separately in the German Commercial Code (Handelsgesetzbuch (HGB)). Special attention needs to be paid e.g. to claims for commission and compensation.
If someone wants to correct a false tax declaration by means of an amended tax return, they must disclose all tax matters pertaining to the past five years. A partial amended tax return is insufficient.
Fair competition serves the common good. Competition law ensures that all those concerned operate within the confines of regulations and laws.
The GmbH corporate form offers plenty of creative room for manoeuvre. It is also particularly popular among sole traders and family businesses because of the limitation on liability.
By granting licenses, a holder of rights is able to transfer the authority to use rights to others. Those exploiting these rights without the appropriate license could potentially be exposed to damages claims.
A brief overview about the guarantees that Ukrainian legislation provides for foreign investors and which steps should be done to enjoy them.
The recession has two valuable lessons for credit managers: First, even the best businesses can become significant credit risks, and, second, we have all had more practical experience in extending credit and collecting on past-due receivables. This article focuses on practical tips which credit managers can implement today to reduce the likelihood of nonpayment.
By CTM Avvocati
A general overview of the legal steps which are usually followed, under Italian law, in respect of debt collection.
The position of the board of directors in a company carries with it a lot of decision-making power and responsibility, but also risks as the members of the board of directors are liable with their private assets.
When does a limitation begin to run? Limitation periods (also known as ‘prescriptive’ periods) are an important element in litigation. A claim will be out of time if it is not made within the limitation period and the claimant will not be able to take legal action (subject to strict exceptions).
The legal relationships between a businessman and his business partners are essentially regulated by commercial law. While businessmen enjoy privileges, they must also accept certain disadvantages.
If someone has evaded taxes and would like to submit an amended tax return leading to immunity from punishment, they should have sufficient liquidity. The tax liability must be discharged within a short timescale.
Every day, individuals are injured while on the premises of a business. Injured individuals may be able to pursue a personal injury lawsuit and recover for the damages that they suffer.
Tax evasion is a criminal offence which not only entails heavy financial penalties, but also custodial sentences. By submitting an amended tax return, you can obtain an exemption from punishment.
The turning point for regulating the market dates back to 2001 for Turkish banking industry after a major banking crisis in Turkey.
Malta Financial Services Authority Issues a Consultation Document on the Proposals for Securitisation Cell Companies Regulations
Cell companies have been an established feature of Maltese legislation since 2004, following the enactment of the Companies Act (Cell Companies carrying on business of insurance) Regulations, 2004 (the “PCC Regulations”). Since then the cell company concept in Malta has not only taken root among market operators and practitioners but has also influenced the development of other legal frameworks in the insurance and funds sector.
By STA Law Firm
Feeling blue or are you seeing red because you are turning green with jealousy at the neighbor’s new car? Colors are not only used to describe the emotions we feel, but they are imperative in our world. Universally red means ‘stop’ and green means ‘go’ and traffic lights across the world send this message. It should come as no surprise that colors hold a great importance and are increasingly used as trademarks (color marks) in the marketplace.
When the partners in a group medical practice argue, usually it comes from one of these problem areas: control, compensation, exit. This article discusses control.
The compensation structure is the most interesting thing in a group medical practice (at least for me). In this article I offer a few compensation structures for your consideration. Read on, friend, if eat-what-you-kill sounds like your cup of tea.
It’s a nasty surprise to discover, after you’ve paid the purchase price for the business, that you must pay the seller’s debts and liabilities from before the closing.
How to avoid successor liability when buying a medical practice, specifically as regards provider numbers and taxes. It’s a nasty surprise to discover, after you’ve paid the purchase price for the practice, that you must pay the seller’s debts and liabilities from before the closing.
Ready to move your startup out of the garage and into real office space? Here are some tips on negotiating your startup office lease.
Today, the Real Estate Investment Trusts [REITs] are highly successful in more than 20 countries worldwide, including USA, UK, Australia, France, etc. Therefore, SEBI has rightly allowed trading of such REITs in India also, in August 2014, to pave the way for desired growth and transparency in the vast and fast-paced real estate sector of India. Besides bringing in the globally accepted practices, these REITs are expected to infuse a new lease of life and zing in the Indian real estate sector.
Whether a life insurance policy can still be cancelled years later depends to a large extent on whether the policyholder’s possibilities of cancellation were properly explained to him.
In the context of dismissing and terminating the contract of a managing director, essential points have to be observed.
Germany is a good starting point for introducing a business to the European market. It is not only one of Europe’s largest national economies, but also geographically in the center of Europe, with an excellent infrastructure and good transportation connections to major European cities.
World trade, important for merchant shipping and thus also those investing in ship funds, appears to be losing momentum. This is demonstrated by the current figures.
Enforcing international jurisprudence in Germany is not always easy. State borders also mark the end of the jurisdiction of courts. This can lead to problems if the matter is one of enforcing claims against foreign debtors.
If the proprietor of a firm retires, company succession must be arranged. Generally, there are two options: Sell or bequeath.
Recent progress of enactment and establishment relating to the publicity of enterprise credibility information in order to cooperate with the implementation of the latest amended Company Law.
There are many high-quality contractors in Central Florida that do an outstanding job, building beautiful homes. They try to get their projects finished on schedule and within their client’s stated budget, as they know that their hard-earned reputations are on the line.
After a vendor extends credit, it is vital that the vendor continually monitor the debtor for changes in its credit profile in order to minimize the vendor's risk of nonpayment. The following list of 20 early warning indicators, will help you see the risk coming before it happens.
All states have their own inheritance laws. In succession cases involving a foreign element, the question arises as to which inheritance law is applicable. In many cases, this is a complex matter.
By Donovan & Ho
The Malaysian Personal Data Protection Act 2010 (“the Act”) came into force on 15 November 2013. With it, businesses in Malaysia are now faced with additional responsibilities and requirements when it comes to dealing with personal data of their employees, suppliers, and customers. This article summarizes the key issues to note under the Act.
The German Federal Constitutional Court (Bundesverfassungsgericht) is currently dealing with inheritance and gift tax. The focus is the question of whether tax benefits for businesses are justified.
A default judgment is a judgment that is taken against someone that’s been sued when the person sued (defendant) is served with a lawsuit but ignores the lawsuit, fails to file the proper documents (an Answer) or otherwise make him or herself known to the court.
Electronic Governance or E-Governance has now become an imperative requirement of today’s highly competitive and intense corporate world. Through proper utilization of e-governance at all levels of corporate hierarchy, corporations in all economic sectors can certainly become more efficient, transparent, and reliable. The below article describes the provisions of e-governance stipulated by the new Indian Companies Act of 2013, to make corporate governance in India rather swift and impeccable.
The American Arbitration Association offers new rules to reduce fees and speed the decision making process for the arbitration of construction claims between $75K and $5M.
In many companies, succession will have to be arranged in the coming years. Those who still wish to benefit from tax advantages should act promptly.
A voluntary declaration in the case of tax evasion only exempts you from punishment if it has been submitted on time. Thus, the authorities cannot already have begun any investigations.
The recent decision by the China SPC turns on its head all that international arbitrators and contract drafters have come to believe of the China Arbitration rules, which requires all arbitration to be done by a Chinese institution, which invariable meant the application of that institution's arbitration rules.
Labour law is a wide field that features many pitfalls. Of particular importance is, for example, the conclusion of the employment contract as well as termination giving due notice.
Clandestine accounts in Switzerland are clearly becoming too hot for many people. In the first half of 2014 in North Rhine-Westphalia (NRW), three times as many voluntary declarations of an incomplete tax return relating to Switzerland are reported to have been received than in the same period of the previous year.
By Karbal & Co.
Libya is largely dependent on imports, consisting mainly of industrial and food commodities. Libya’s biggest trading partner is the European Union and Italy leads with 30% of Libyan imports. This significance of the Libya/EU trade-link across the Mediterranean is undisputed as the seaports of Libya are invigorating their connections to the southern European seaports.
Executive employees and management personnel occupy central positions in firms and are therefore subject to different legal conditions. This has implications for the employment contract and termination.
Doing business in Ukraine, especially for a non-resident, is difficult, and there are a lot of formalities that are not inherent in the developed countries. That specificity and peculiarities of the Ukrainian market constrain, and sometimes repel the potential investors and businessmen from entering to the Ukrainian market. And these causes are the reason of lackluster performance of Ukraine in the field of competitiveness and ease doing business.
By Bighorn Law
Many employees have to sign "non-compete" agreements, often as a clause in initial hiring paperwork. Such clauses can throw a wrench in the hunt for new employment, and can cause you to be terminated from your new job. Here's what you need to know.
Banking law is one of the fields of law that almost everyone comes into contact with, yet it features many pitfalls which can be expensive for clients.
In the case of larger transactions, including in particular the acquisition of companies, shares in companies or investment property such as real estate, a careful risk assessment is indispensable. This kind of due diligence review provides all the relevant information for the planned purchase.
The corporate law is based on the “majority principle”: the majority shareholder can control the decisions at the shareholders’ meeting. While the old Companies Act already contained certain exceptions to this principle the new Civil Code broadens the scope of the exceptions.
The broad negative list initially issued at the launch of the Shanghai Free Trade Zone (FTZ) in Oct 2013 has been revised as promised. The newly issued negative list issued on June 30 2014 takes immediate effect and decreases the initial number of prohibitions from 190 to 139.
Cyprus provides an established, stable and solid legislative framework under which Cyprus companies can be formed for intermediary or ultimate holding purposes within corporate groups, in project finance, cross-border transactions or even investment management contexts.
In what constitutes a pivotal step in the transformation of Cyprus into one of the primary investment funds jurisdictions, new legislation is in place to regulate the establishment of Alternative Investment Funds. The Alternative Investment Funds Law of 2014 (the Law) provides a much-expected overhaul to Cyprus' investment funds regime, which commenced with the Alternative Investment Fund Managers framework enacted in 2013.
The People’s Republic of China (PRC) rules on arbitration requires arbitration by an institution. Therefore for China based arbitration this usually means arbitration through the China International and Trade Arbitration Commission (CIETAC).
Duties and responsibilities of the Directors of a company, particularly the public limited companies, have been explicitly and lucidly stipulated in the new Indian Companies Act of 2013, which were rather obscure in the earlier CA-1956. These duties and liabilities of both the general Directors and the Independent Directors, are described in the Section 166, and the Schedule IV of the CA-2013. Discover these vital duties, for highly efficient and impeccable corporate management and governance.
By Loeb Smith
The Cayman Islands (“Cayman”) continue to be the leading offshore jurisdiction for the establishment of both hedge funds and private equity funds. Typically, private equity funds are structured in Cayman as exempted limited partnerships (“ELPs”) and the introduction of the Exempted Limited Partnership Law, 2014 (the “New ELP Law”), which came into force on 2nd July 2014, will enhance the attractiveness of Cayman as the leading offshore jurisdiction for private equity funds.
Cyprus Guidelines on Completing and Submitting Applications for Authorization as an Electronic Money Institution (‘EMI’) and Payment Institution under Directive 2012 [“the EMD”]; the Appointment of Agents & the Establishment of Branches
The recent troubles facing Tesla’s expansion into China, particularly the trademark of its name and it’s Chinese version TeSiLa should be paid close attention to especially by small businesses.
Significant Changes to Several Requirements on Registration of Foreign Invested Enterprises in China
On June 17, 2014, the Ministry of Commerce of China issued a notice regarding the improvement of review & approval and statistical rules of foreign investment in China (the “Notice”) and the Notice shall take effect as of its promulgation date. The Notice revised several important issues regarding the review and approval of registration of foreign-invested enterprises (the “FIE”) in China.
An earlier blog by Dutch lawyer Hein Hoogendoorn explained that in preliminary relief proceedings one shareholder can claim from the other shareholder that the latter has to sell his shares. Not every conflict between shareholders is suitable for preliminary relief proceedings. In this blog, corporate lawyer in The Netherlands Hein Hoogendoorn discusses the outcome of a main action that also addressed an enforced takeover of shares. This case was submitted to the court of North Netherlands.
Profit utilization of limited liability company is regulated under Article 70-73 Law Number 40 of 2007 on Limited Liability Company (“Company Law”).
On March 26, 2014, the Minister of Law and Human Rights (“MoHLR” ) enacted the Regulation of MoHLR No. 4 of 2014 on Validating a Legal Entity, Approving an Amendment of Article of Association and Company’s Data (“Regulation of MoHLR No. 4/2014”).
A grading subcontractor was not paid for putting in the roads in a new subdivision; after the construction lender foreclosed upon the project developer, the subcontractor sought payment from the bank. After the trial court awarded the subcontractor its full claim plus attorneys fees, the Georgia Court of Appeals reversed. Some very important lessons for subcontractors and lien claimants are made clear in the ruling.
Now that the economy is improving again, we see an increasing number of corporate takeovers. Taking over a company is an important process both for the buyer and the seller, in which unfortunately many things can go wrong. Most disputes occur because the parties have not taken good advice or have not (have) committed their agreements in writing in a clear manner. Corporate lawyer Hidde Reitsma explains the in and outs of a takeover process and what the parties should consider.
While big corporations and companies get sued fairly regularly, small businesses are liable these days as well. Small business litigation suits are more common than people think, and they can have serious consequences for the companies involved, including costing huge amounts in legal fees and settlement costs, tainting professional reputations, and taking up valuable time and effort.
Breach of contract lawsuits are common in the business world, but they can also be complicated. To win a breach of contract suit, you must present affirmative defenses to justify your actions and explain why you did or did not break the contract in question for an acceptable reason.
On May 12, State Administration of Foreign Exchange (“SAFE”) issued Regulations on Cross-Border Security as well as its Implementation Guidelines (the “Regulations”). The Regulations has become effective on June 1.
In today's cut-and-paste world, even leading contract attorneys make mistakes. If you want to make your contracts easier to read and promote a problem-free project, then consider implementing some of the changes which we have suggested here.
On 12 May 2014, the State Administration of Foreign Exchange (“SAFE”) issued the Rules on Foreign Exchange Administration for Cross-Border Security (“Rules”) which became effective on 1 June 2014. The Rules relax government control of capital and simplify cross-border guarantee of loans and investment requirements in and out of the People’s Republic of China (“PRC”).
Tax Liability in Joint Stock (“Anonim Şirket”) Companies As it has been known, administration and representation of joint stock companies are carried out by board of directors of the company.
You may have been told recently by your attorney that you need to answer written discovery in your case. This may come at a time when you are already stressed out by the fact that you are involved in a lawsuit. This article will give you some practical tips about how to manage the paperwork more easily.
Last week, the Georgia Court of Appeals rendered a decision which is detrimental to subcontractor who do not thoroughly read and understand their construction contracts. The contract included a provision which made the individual signing the contract on behalf of the subcontract company personally liable for the contract's performance. The court permitted this provision to be enforced against the signatory.
This article looks at the recent decision by MOFCOM regarding Maersk's P3 Alliance, being only the second case ever where MOFCOM has refused approval. The implications of this decision need to be kept in mind by parties with large market shares, looking at entering into M&A transactions or cooperative ventures, affecting China.
Law description for business commercial companies established in Egypt. These rights have described according to the International Law in Egypt. Also the article says about private property in Cairo, Hurghada. But there are other rules for Sharm-El-Sheikh.
The 2014 merger control regime replaces the previous framework in place since 1999 and increases the powers of the Commission for the Protection of Competition in assessing, investigating and clearing merger, acquisitions and joint ventures.
Licence and Registration, Please! – New Licensing and Registration Regime for Directors of Cayman Companies
By Loeb Smith
On 4th June 2014, the Directors Registration and Licensing Law, 2014 (the “Law”) came into force in the Cayman Islands. The Law requires all directors (wherever they reside in the world) of “Covered Entities” to register with the Cayman Islands Monetary Authority (“CIMA”). The Law has also introduced a licensing regime for “Professional Directors” and “Corporate Directors”.