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.


Breach of Contract Litigation: The Guaranty

  By HG.org
Many consumers are influenced to purchase a product because a guaranty is offered on the product. This guaranty instills confidence in the consumer. However, when a manufacturer does not comply with the terms of the guaranty, legal issues may arise.

Legal Requirements for a Food Truck in Miami

Food trucks are becoming increasingly popular in major metropolitan areas around the country and local governments are responding by adopting regulations that govern how food trucks operate in their communities.

BGH on Advertising Without Option to Order

The Bundesgerichtshof (BGH), Germany’s Federal Constitutional Court, has ruled that advertising for textiles need not mention their composition if the promotional brochure does not offer the opportunity to order.

Making Breach of Contract Actions Worthwhile: Liquidated Damage and Attorneys’ Fees Provisions

As business litigation attorneys, we sometimes have the unpleasant task of informing clients that their “breach of contract” case is not worth pursuing because the legal fees and costs to pursue legal action are likely to exceed the recoverable amount in their case.

Double Tax Treaty between Cyprus and Latvia signed

The Republic of Cyprus and the Government of the Republic of Latvia signed in Brussels, on 24 May 2016, a Treaty for the Avoidance of Double Taxation on Income (‘DTT’).

Panama Papers – Voluntary Disclosure in Response to Tax Evasion in Germany

The so-called “Panama Papers” have the potential to reveal tax evasion on a massive scale. German tax evaders can return to a state of tax compliance by way of voluntary disclosure.

4 Common Legal Mistakes Business Owners Need to Avoid

Many small business owners start with the intention of building a business that both thrives and survives for years to come.

EGC: “Spa” Not A Community Trademark For Cosmetics in the EU

The term “Spa” is not a generic name for cosmetics and cannot be registered as a Community trademark. That was the verdict of the General Court of the European Union in its ruling of March 16 (T-201/14).

English Companies: Memorandum and Articles of Association

SPEEDREAD: A quick guide to the purpose and effect of a private limited company’s Memorandum of Association and Articles of Association, and how the Companies Act 2006 affects those of companies registered prior to October 2009 and since (i.e. companies in England and Wales).

The Truth behind EU Offshore Companies, Legal or Illegal?

Businesses are relocating and setting up in foreign countries to avoid paying taxes in their home countries. This is having a negative impact on the EU. The EU Commission is currently trying to crack down on multinationals using tax avoidance, tax evasion and tax fraud.

EGC: Advertising Featuring Positive Properties of Dextrose Misleading in the EU

In its ruling of March 16, 2016, the General Court of the European Union (EGC) confirmed that advertising for dextrose featuring health claims is not permissible (Az.: T-100/15).

The 5 Biggest Myths About Business Incorporation

If you are in the process of starting a new business, deciding on whether or not to incorporate that business can have long-term consequences when it comes to taxation and personal liability protection.

Can Liability Be Excluded in an Exoneration Clause in the Netherlands?

Most general terms and conditions include an exoneration clause. In this clause the user of the terms and conditions limits his liability for loss due to possible failure in performance. The courts regularly have to deal with the issue how such a clause should be interpreted and whether it is in fact reasonable at all to apply this clause.

Legal Implications for Someone Who Provides a Guaranty on a Closed Business

  By HG.org
Many people purchase a product or agree to service because the purchase comes with a warranty. However, if a warranty is made when the business is in the process of closing down or it has already closed down, certain legal implications may arise.

Elements of the franchise contract in Spain

The franchise contract in Spain has no specific regulations, although there are some pre-contractual duties that the franchiser must fulfil in order to give greater protection to the franchisee, which is always considered the weaker party.

Competition Law in Germany: Deceptive Packaging is Misleading

Large packaging but little in the way of contents. The OLG Hamburg (Higher Regional Court of Hamburg) has ruled that this kind of misleading packaging sizes may infringe competition law (Az.: 3 U 20715).

Arrangements Need to Be Made Early on for Business Succession in Germany

Business succession can prove to be a crucial issue, especially in the case of family businesses. That is why the matter ought to be dealt with as early as possible.

Sino-Foreign Joint Venture Company’s Deadlock in China

Company’s Deadlock is, sadly speaking, a sort of very-often-seen disputes between Chinese and foreign shareholders and/or directors in a Sino-foreign Joint Venture company in China, so this article is about how it comes into being and how to avoid it.

New Tax on Dividends Starting in January 2016 in Romania

For individuals receiving dividends from a Romanian legal entity, starting in January 2016 it is maintained the 5% percentage of the gross dividend paid. Also, since January 2016, the persons who obtain income from dividends do not owe social health insurance contribution for that income in case they obtain income from wages, pensions, independent activities, association with a legal person, etc., except the earnings from intellectual property rights.

New Customs Code of the European Union

The Customs Code establishes the general rules and procedures applicable to goods brought into or out on the customs territory of the Union and is applied uniformly throughout the Union. Starting in June 2016 will enter into force the provisions regarding the use of electronic data processing techniques for all exchanges of information (statements, requests, decisions) between customs authorities and economic operators, as well as the methods of their storage;

Unfair Advertising: Health Claims Concerning Foods in Germany

Health claims pertaining to foods have to satisfy strict requirements if they are to avoid infringing competition law. That was the verdict of the Landgericht Rostock (Regional Court of Rostock) in a recent ruling.

Regulating Cyber Activity in Israel - Establishing a National Registry of Cyber Practitioners

Recent developments in the regulation of the cyber domain in Israel relating to defense export control of the cyber domain.

Not Every Delay in Customs Warrants Compensation

The Customs Authority is authorized to delay the release of imported and exported goods if it suspects a related offense has been committed, including false or fraudulent statements, failure to submit required documents, and others.

Increased Enforcement of Defense Export Control in Israel - First Criminal Trial Ruling

The intent behind the Defense Export Control law, 2007 ("the law"), and the various regulations and orders enacted thereunder, is to regulate defense export on the grounds of national security, foreign policy, international commitments, and other crucial interests of the State of Israel.

Five Tips to Avoid Jeopardizing Your Next Business Deal

Whether you’re an experienced business owner or an entrepreneur just embarking on your first business venture, there are certain missteps that you need to be aware of in order to avoid jeopardizing your corporate transactions.

Comparative Advertising Featuring Third-Party Trademark May Be Permissible in Germany

The use of a third-party trademark in comparative advertising does not automatically constitute an infringement of trademark law. That was the decision of the Bundesgerichtshof (BGH), Germany’s Federal Court of Justice (Az.: I ZR 167/13).

OLG Koblenz on Misleading Advertising

Companies promoting their products need to ensure that consumers have a realistic opportunity to purchase them. That was the verdict of the OLG Koblenz (Higher Regional Court of Koblenz) in a recent ruling.

Misleading Advertising Featuring Corporate History in Germany

If over the course of its history a company was split up, advertising featuring the company’s history may be misleading. That was the verdict of the OLG Frankfurt (Higher Regional Court of Frankfurt) in a recent ruling (6 U 167/14).

The Defend Trade Secrets Act: A Powerful New Tool For Business Owners

President Obama recently signed into law the Defend Trade Secrets Act (“DTSA”) of 2016, which gives holders of trade secrets a new and powerful option to bring trade secret lawsuits under federal law.

The Art of Constructon Contract Drafting

A well-written contract is more than a fill-in-the-blank form. It's unique, it reflects your business principles, and it reflects your values. Make sure your contracts reflect the personality and the tone you desire.

Selling a Business: How to Find the Right Buyer and Secure the Best Price for Your Company

Selling a business that you have started from scratch or spent a good part of your life to build can be stressful. You want to find the right buyer who will keep things going while still getting the best possible price when you’re ready to cash out all that sweat equity.

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.

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.

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.

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.


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