Managing Challenges of Expanding your Business to Europe

Transcription

1 Managing Challenges of Expanding your Business to Europe -The Legal Framework- Oliver Bolthausen Rechtsanwalt, LL.M. (USA), MCIArb (UK) June 16th, 2011 San Francisco, CA

2 2 Law Made in Germany In an era of economic globalization, the law is becoming an important competitive factor Global Effective Cost- Efficient Germany among the top nations in the category of Efficiency of legal framework

3 3 Law Made in Germany Global: EU- Laws& Regulations = backbone of economy transparency without boundaries one of the world's major economies Made in Germany an internationally recognized seal of quality Effective: More efficient and predictable than the laws of other major jurisdictions The GCR 2009/2010 lists Germany as having a definitive competitive advantage in the Efficiency of legal framework category Cost-efficient: Legal certainty enabled by codification The winner takes it all policy avoids frivolous lawsuits Rules of procedure(evidence)

4 4 A Solid Foundation for Business The Most Important Legislation of Business Law The Civil Code (BGB) The Commercial Code (HGB) The Private Limited Companies Act (GmbH) The Act of Unfair Competition (UWG) The Public Limited Companies Act (AktG)

5 5 Contracts under German Law Reliable Concise Cost-Effective Codification provides legal certainty enables swift and straightforward access to law

6 6 Company Law Partnership limited partnership ( KG ) Corporations limited by shares private limited liability company ( GmbH ) public limited liability company ( AG )

7 7 Company Law A suitable legal structure tailor made for every type of business the limited partnership ( KG ) is most common in trade and commerce (small and medium-sized enterprises) The most important corporate forms under German law the private limited company( GmbH Act reformed in 2008, easy to found and straightforward ) public limited company( AG ) The Global Competitiveness Report 2009/2010 of the World Economic Forum states that one needs only 18 days on average to start a business in Germany.

8 8 Public Registers Court-based registers -Commercial register ( Handelsregister ) -Land register ( Das Grundbuch) Cost benefits through registers -easy, transparent and reliable Real estate transaction costs are comparatively low by international standards You know who you are working with

9 9 Commercial Register

10 10 Land Register

11 11 German Courts Independent Cost Effective Fast Germany ranks first in the category of Judicial Independence among major economies

12 12 German Courts Germany uses its judicial resources very efficiently German liability law: as opposed to US courts, German courts do not award extremely high damages (punitive damages) The risk involved in any litigation predictable and quantifiable; (winner: no cost/pro rata); no jury but professionals (judges) The court responsiblefor the structure and organization of the proceedings (judge is the driver) Court decisions after only three months (no pre trial disclosure / discovery) UK debating to adopt parts of German legal fee concept Judges = Experts

13 13 Law of Evidence Efficiency: enabled by intelligent, balanced rules of evidence No unpredictable cost risk due to pre-trial discovery

14 14 Proceeding Restricted to Documentary Evidence Fast-Track enforcement of your rights

15 15 InjunctiveRelief Fast assistance from the court Protection of financial and commercial interest

16 16 Patent Matters in Germany Patent Infringement: German procedural law fosters particularly swift, cost-effective and competent proceedings

17 An Alternative to State-run 17 Administration of Justice Court Litigation Binding Directly Enforceable in Germany Arbitration Binding To be nationalized for enforcement (NYC Convention of 1958) Mediation Non-Binding

18 18 German Arbitration Tribunals Germany s popularity as venue for international arbitration proceedings is growing Law Made in Germany Particularly in international trade and commerce Numerous internationally recognized legal experts are specialized English language is a non-issue Arbitration tribunals decide cases by applying the law chosen by the parties A further advantage Germany offers as a place of arbitration is that the ordinary German court can, on application to the parties, assist in the conduct of the arbitration proceedings and supervise their proper performance. In addition, the parties may also apply for injunctive relief in arbitration (DIS = fast track proceedings )

19 19 EmploymentIssues Common Employment Issues Salary Income Tax Protection of Dismissal Social Contributions

20 20 Court Fees and Lawyer s Fees Transparent and affordable Statutory fee system Based on amount in dispute

21 21 Contact Mr. Oliver Bolthausen, LL.M. (U.S.A.) Rechtsanwalt MCIArb (UK) BridgehouseLaw Munich Rechtsanwaltsgesellschaft mbh Karlstraße 35 "Karlshöfe" München Germany T : + 49 (0) F : + 49 (0) E: oliver.bolthausen@bridgehouselaw.de