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

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner Topics Introduction Dispute Resolution Conflict of Laws Sale and Purchase Distribution Corporate Matters

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner 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

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner 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

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner Arbitration Ad hoc Arbitration Institutional Arbitration –International Chamber of Commerce, Paris –German Institution of Arbitration, Bonn –Singapore International Arbitration Centre New German Arbitration Law

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner 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

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner 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

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner 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

26th May 2001Dr. Thomas R. Klötzel Thümmel, Schütze & Partner Corporate Matters Minimum capital requirements of EURO ,-- 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