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Legal Aspects of Cross Border Business Between Singapore and Germany

Legal Aspects of Cross Border Business Between Singapore and Germany. by Dr. Thomas R. Klötzel Stuttgart. Topics. Introduction Dispute Resolution Conflict of Laws Sale and Purchase Distribution Corporate Matters. Introduction. Means of doing business Direct selling or purchasing

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Legal Aspects of Cross Border Business Between Singapore and Germany

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  1. Legal Aspects of Cross Border Business Between Singapore and Germany by Dr. Thomas R. Klötzel Stuttgart

  2. Topics • Introduction • Dispute Resolution • Conflict of Laws • Sale and Purchase • Distribution • Corporate Matters Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  3. Introduction • Means of doing business • Direct selling or purchasing • Use of distribution channels • Licensing • Setting up of business vehicle • Acquisition of interest • Contract as instrument of risk control • Worst case scenario Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  4. Dispute Resolution • State Courts • No Bilateral Treaty • German British Convention on Legal Matters of 20th March 1928 • Reciprocal recognition and enforcement of judgments • Security for costs • Arbitration • UN-Convention of 10th June 1958 on the Recognition and Enforcement of Foreign Arbitral Awards • Mediation Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  5. Arbitration • Ad hoc Arbitration • Institutional Arbitration • International Chamber of Commerce, Paris • German Institution of Arbitration, Bonn • Singapore International Arbitration Centre • New German Arbitration Law Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  6. Conflict of Laws • Free choice of law allowed • Limits include: • compulsory German Law • Ownership in goods • corporate matters, e.g. form, articles of association • Uniform Law Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  7. Sale and Purchase • UN-Convention on the International Sale of Goods of 11th April 1980 • Standard Terms • Conditions of Purchase • Conditions for Sale and Supply • Domestic Law of Sale and Purchase • Repudiation or reduction of price • Damages only in case of warranty for specific purpose • Simple creation of security interest Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  8. Distribution • Agent vs. Distributor • Law of Commercial Agency • European Directive • Commission in case of supplies into Territory of sole Agent • Compensation on termination • Case Law on Distribution • Compensation on termination in certain cases • European Competition Law from 1st June 2000 Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

  9. Corporate Matters • Minimum capital requirements of EURO 25.000,-- in GmbH • No equity restrictions on foreign Shareholding • Sole foreign director must show how management and compliance with statutory duties is exercised • Approval of certain types of Businesses by local authorities • Restrictive immigration policy Dr. Thomas R. Klötzel Thümmel, Schütze & Partner

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