The European Company in France: Two Years On
Lefèvre Pelletier & Associés, Paris
by Roland Montfort / Véronique Deau
It is now two years since the Breton law No. 2005-842 of 26 July 2005 introduced into French law the European Company Statute (“ECS”) created by Regulation (EC) No. 2157/2001 and Directive 2001/86/EC of 8 October 2001.
This law was supplemented by decree 2006-448 of 14 April 2006 concerning the “company law” aspect of the ECS and decree 2006-1630 of 9 November 2006 concerning the involvement of employees of the ECS.
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The Family Office
Nigel Harris & Partners, Channel Islands
by Anita Lovell
Many wealthy families are disappointed to find their family business or hard earned assets dissipating over succeeding generations rather than, as they had hoped, consolidating and growing to provide a secure and lasting foundation for their children and grandchildren.
In the USA and among the old European families, the family office is a familiar concept and their use is now becoming more prevalent among the asset rich families of the emerging economies.
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Corporate Social Responsibility and Directors' Duties
Gadens Lawyers, Sydney
by Geoff Applegate
Although there is no agreed definition on CSR the term embraces a number of different concepts, such as: Corporate Responsibility (CR), sustainability, accountability ("triple bottom line reporting"), community involvement.
It is generally accepted to include the way corporations manage the economic, social and environmental impacts of its operations; on one view it is the management of non-financial risk.
There is a very good discussion of the history of Corporate Community Investment (CCI) in Australia in a recent report issued by the Prime Minister's Community Business Partnership . A recent survey discovered that most managers require a business case to justify CCI, with many requiring a ROI implications.
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The Army Corps of Engineers and EPA’s Joint Guidance Following the Rapanos Decision
Ryley Carlock & Applewhite, Phoenix
by Karlene Fischer
The jurisdictional authority of the Environmental Protection Agency (“EPA”) and Army Corps of Engineers (“Corps”) helps protect the wetlands of the United States as mandated by the Clean Water Act (“CWA” or “the Act”).
As a result of the consolidated cases heard last year by the Supreme Court, Rapanos v. United States and Carabell v. United States, on June 5, 2007, the Corps and the EPA issued a joint guidance regarding the Corps’ jurisdiction over waters of the United States under the CWA (Clean Water Act
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Taking a match to Fortress Europe?
Fladgate Fielder, London
by Eddie Powell
Earlier this year the Court of Appeal for England and Wales held that the parallel importation of Cuban cigars did not amount to trademark infringement even though the importer could not demonstrate express consent to the import. This is believed to be the first time the ‘inferred consent’ defence has been run successfully in the United Kingdom. Is this a cause for concern for brand owners?
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China Issues New Labor Contract Law
Lehman, Lee & Xu, Beijing
by Feng (Sandy) Lin
After four readings, the long-anticipated and hotly-debated Labor Contract Law (“LCL”) was passed by the Standing Committee of the National People’s Congress, the top legislature of China, on June 29th, 2007, and will come into effect on January 1st, 2008.
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Retaliation: The New Vogue in Employment Litigation
Don't Get Mad - Don't Get Even - Just be Savvy
by Peter M. Panken, Esq.
The Equal Employment Opportunity Commission (“EEOC”) recently reported retaliation charges have doubled in the past decades and constitute 25 percent of all charges before the EEOC.
Employers who face retaliation lawsuits can be found liable for reinstatement, backpay, front pay, damages for pain and suffering, punitive damages and paying the plaintiff’s legal fees depending on the particular anti-retaliation law involved.
When managers are accused of violating the law, they usually get mad at their accuser.
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The Impending Reform of Foundation Law in Liechtenstein
LAW OFFICE HARRY GSTOEHL & PARTNER
by Harry Gstöhl, D.E.S.
For decades, the civil law Foundation has existed in Liechtenstein as a Continental European counterpart to the Anglo-Saxon trust (which is also available in Liechtenstein and has been able to gain a foothold).
The Foundation has been particularly (but not at all exclusively) successful in Liechtenstein in the Family Foundation variant. As such, it takes basically the form of either a maintenance or a discretionary Foundation and may serve the current generation of family members as well as the future generations for maintenance or merely as a discretionary Foundation with regular or sporadic grants.
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Ambush Marketing and the 2010 Vancouver-Whistler Olympic Games: A Prospective View
Fogler Rubinoff LLP, Toronto
by Nancy A. Miller
The Vancouver Organizing Committee for the 2010 Olympic and Paralympic Winter Games has broadly defined ambush marketing in the following terms:
Only official sponsors, licensees and government partners of the Olympic Movement in Canada are allowed to suggest an affiliation or connection with the Olympic Movement or any Olympic Games.
Unfortunately, those exclusive rights can be infringed by “ambush marketing” – marketing that capitalizes on the goodwill of the Movement by creating a false, unauthorized association with the Olympic Movement, Olympic Games or Olympic athletes without making the financial investment required to secure official sponsorship rights.
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AIM – the US Connection
Memery Crystal LLP, London
by Greg Scott
Greg Scott, Head of Corporate, at Memery Crystal LLP in London talks about his recent trip to Houston, Texas to explain the merits of the AIM market to US domestic oil and gas companies.
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Back to Basics - Northern Ireland
Cleaver Fulton Rankin, Belfast
by Lisa Boyd
For many years the politicians have avoided the ‘bread and butter’ issues of Northern Ireland and focused on violence, policing and power-sharing. This, together with long-term under-investment, has left a legacy of a deteriorating infrastructure. The Investment Strategy for Northern Ireland sets out an investment of £16 billion over the next 10 years in more than 300 project to address the infrastructure deficit and promote economic growth.
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Resolution of International Business Disputes
Harrison & Moberly, LLP
by David Williams Russell
Alternative dispute resolution clauses and techniques provide tools whereby parties to various sorts of business agreements and deals pre-arrange to resolve full-blown disputes in case they arise after such relationships have been severely or irretrievably strained. Such techniques can be designed to resolve all problems which may arise between parties, or limited to specific aspects or subject matter.
Let me start by briefly outlining for you some dispute resolution mechanics short of litigation and arbitration. Then I would like, again briefly, to outline for you some potential advantages and disadvantages of arbitration versus litigation. Finally, I would like to discuss with you, in somewhat more depth, some specific alternatives and concerns you may wish to consider should you choose international arbitration as your ultimate mechanism for resolving intractable disputes amongst parties to an international business agreement.
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Services Permanent Establishment according to the Czech Double Taxation Treaties and Czech National Legislation
Peterka & Partners, v.o.s., Prague
by Jaroslava Fojtíková
During the communist period and in the early 1990s, the Czech Republic gave only limited attention to international trade development and Double Taxation Treaties (“DTT”). After the Velvet revolution in 1989 and with the change in the economic situation of the Czech Republic, certain provisions of existing DTTs proved to be deficient and adapting them to the new circumstances appeared inevitable. As a result, the Czech Republic now intends to renegotiate the DTTs concluded during this period.
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Law 20-00: Overview of Industrial Property in the Dominican Republic
Mejía-Armenteros & Abreu, Santo Domingo
by Santiago Mejía Ortiz
Law 20-00 of May 8th, 2000 on Industrial Property unified its Industrial and Intellectual Property legislation, providing a modern and efficient legal framework, in compliance with and according to the TRIPS and other international agreements.
The government agency in charge of administering the industrial property law (and copyright law as well) is the Oficina Nacional de Propiedad Industrial or “ONAPI” (National Office of Industrial Property), adhered to the Secretary of Industry and Commerce.
The application regulations of Law 20-00 are found in the Presidential Decree 599-01.
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Overview of Doing Business in Mexico
Martinez, Algaba, Estrella, De Haro y Galvan-Duque, S.C., Mexico City
by Luis Lavalle Moreno
For foreign corporations or individuals who seek to do business in Mexico, there are several ways for them to invest their capital in this country. As in many other jurisdictions, a very common vehicle for doing business in Mexico is through the incorporation of a Mexican company, where foreigners may own and
participate in their capital stock.
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Cross Border Mergers in Italy Pending the Implementation of the Directive 2005/56/EC
Corrado, Ferrari, Mainieri, Pedeferri Law Firm, Rome
by Carmine Gravina
After more than 20 years, on October 26, 2005, the European Parliament and the Council finally approved the Directive 2005/56/EC on cross-border mergers of limited liability companies.
The Directive has introduced a uniform and simplified procedure in order to pursue cross-border mergers between limited liability companies incorporated under the laws of a Member State and having their registered office, central administration or principal place of business within the Community, provided that at least two of them are governed by the laws of different Member States.
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(Draft) Communication and Cooperation (‘CoCo’) Guidelines for Cross-border EU insolvency-proceedings
Udink & De Jong, The Hague
by Willem van Nielen
Last year in Bucharest, the European insolvency practitioners association, INSOL Europe, held their annual congress. During that congress Professor Bob Wessels of the Vrije Universiteit Amsterdam and Professor Miguel Virgós of the Universidad Autonoma de Madrid presented their Public Draft of September 2006 on the non-binding European Communication and Cooperation Guidelines for Cross-border Insolvency proceedings, also known as the ‘CoCo-guidelines’.
With their presentation in Bucharest Bob Wessels and Miquel Virgos were seeking to test the draft rules against the experience of the INSOL Europe practitioners. Insol Europe’s Secretary General, Marc Udink, who initiated this project for Insol Europe, during the Bucharest Congress appointed a Committee Best Practices to further develop the CoCo guidelines. As secretary of this CoCo-project, I would like to inform the members of ILN and their clients of the importants of the CoCo guidelines for a better and faster cross border recovery.
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Sweden is Attractive for Investments in Private Equity Funds
Ekenberg & Andersson Advokatbyrå
by Eva Furén
Sweden has an attractive holding company regime. Capital gain on sale of certain shares and dividend distributed from the shares is tax exempt.
The holding regime makes it interesting for both Swedish and non-Swedish investors to set up private equity funds through a Swedish corporation in a tax efficient way. Except the significant tax advantages of investing through a Swedish limited corporation (Aktiebolag) it is also possible to tailor make the repatriation of profit to the investors adapting the needs of each investor by using preference shares in the company.
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