Droit international

Pages: 20 (4788 mots) Publié le: 20 mars 2011
International Business Law
Dossier : group of 4 or 5. Topics in the intranet. Max 10 pages in English.
1. Explain the subject
2. Explain the legal rules (ex: European competition law)
3. Personal opinion/analysis

I. International contracts
Why create a company in a foreign country?
* Costs (labour is cheaper)
* New market (different demand)* Reciprocal agreements (bilateral for foreign investment)
* Proximity
* Taxation
* Corporate law issues
The first step is to study the market to make sure that you’ve got some demand… Then you need to do financial analysis (costs, installation, materials…). Next you have to pay attention to the legal environment.
What are the goals of your launch? When you know that you can make achoice on the legal form.
3 main forms:
1. Import/Export
* Usually the first step for activities abroad
* Advantage: requests a low level of investment
* Disadvantage: the time factor for the return on investment.
Usually you have to wait between 3 and 5 years before aspects the results.
The broker put in touch the seller and the purchaser but as no role except that between bothpeople.
The sales commission agent is going to take care of finding clients in the others country, take care of sending the merchandise, receive the payment, export operation to the end between the exporter and the importer. The agent is independent so he can work with several people. The mandate (agent) works for the exporter and then he is the sale contract.
The taxation follows thesignature. If the sales contract is signed by the exporter, the taxation will be in the country, otherwise it’s in the other country if the contract is signed by the agent.
The dealer or reseller will distribute the product of the company. The local merchant and the exporting company have more or less the same kind of customers. Exclusivity clause can be for: the products, geographical zone (country,zone…), and specific period of time.
The License Agreement it’s a contract sign between licensor and licensee by which the licensor allows the licensee to use its trademark (marque déposée).
Licensor is the owner of Industrial Property right (brands, patents, industrial design…). For these IP right you need a registration. If you’ve got the license agreement you are the real title of ownership.
TheLicensee has the right to trade under the licensor’s trade-mark. The taxation is for the licensor because he pays the royalties
The Franchise: There are a franchisor and a franchisee. Transfer of know-how. Limited liability of franchisor. For the franchisee the interest is to be integrated in a kind of network. There is warranty about the product. The franchise pays the royalties and the lump sumfor the training. Without the training (transfer of know-how) it become a license. In a franchise agreement, the franchisor is renting his business model to the franchisee.
2. Corporate Structures / Setting-up a structure
* May be useful for the sale, the distribution or manufacturing
* Advantage: local presence
* Disadvantage: the cost/ tax consequences
The branch office(sucursalle): has no juridical personality (it can’t sign contract on his own, liability, purchase assets, enter into loan, tax).
The Subsidiary: you pay tax in the holding company and in the subsidiary (filial).
* Notion of juridical personality
* Tax consequences
* Notion of permanent establishment
Double-taxation treaties: the goal is to avoid (éviter) double taxation.
A permanentestablishment > if you have a permanent place of business you may become a tax liable.

3. Foreign Investments
* Various forms
* Advantage: allows to gain market shares quickly
* Disadvantage: the financial investment
* Various legal forms / joint-ventures / take-over / merger
* Problem of competition law
* Others forms / transfer of technology / outsourcing
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