Public and Private Procurement and Concessions
in particular within the area of the Energy Grid, includes EPC Contracts, well known as Engineering, Procurement and Construction, and EPCC Contracts, that is Engineering, Procurement, Construction and Commissioning. These contracts provide a “turn key” formula where one of the party (the contractor or commissioned party) is obliged to develop a project which involves the use of specific technologies (Engineering), to procure the goods, services and work to achieve the industrial plant (procurement), and to build the industrial plants (construction) for the commission party ready to be used. The differences between the EPCC Contract and the EPC Contract is that the contractor under the EPCC is also obliged (during a specific period of time) for the management of the industrial implant under his proper liability (commissioning). As a rule, the contractor does not carry out all these activities by his own means, but the goods, services and works would be procured from an external source (subcontractors). Italian Companies, as contractors, often carry out activities of engineering and procurement by own means (Direct Procurement), while external companies which have the domicile in the place where the implant must be built (subcontractors) are invested to the construction of the industrial plant.
M&A – Merger and Acquisition
are both aspects of strategic management intended to improve the core business of the company or to develop new businesses with amalgamations or new establishments, often throughout foreign investments by shareholders who purchase the majority of the capital share. In this kind of operations, is appropriate to be supported by expert advisors in the economic, financial, commercial, tax and legal areas. As Legal Advisor is my duty to support the client during the negotiation and making deals, since the draft of the memorandum or Letter of Intent (LOI) till the closing of the Share Purchase Agreement (SPA). In particular, my Legal Office takes an interest in:
- Restructuring of companies;
- Merger of companies by amalgamation;
- Merger of companies by establishment;
- Transfers of shares.
Other Enterprise Contracts
- Franchising, a legal contract in which a well established business (the franchisor) consents to provide its brand, operational model and required support to another party (the franchisee) for them to set up and run a similar business in exchange for a fee and some share of the income generated. It is a well known method of marketing of goods and services, which are retailed throughout independent chain stores, with a common profile (brand, signboard, furniture and so on) in order to show out that all these stores are elements of a unique chain which offer for selling the same products throughout particular technique of selling (commercial Know-how) made available by the franchisor to the franchisee in exchange for a fee.
- Agency Agreement, a legal contract where a party (the Principal) appoints the Agent to stably promote the sale of the products in a specific territory on behalf of the Principal. In this case the Agent agrees to use all reasonable endeavours to promote the sale of the products in the territory with the Principle reasonable instructions and to protect the Principal’s interests with the diligence of a responsible business-man. Unless otherwise agreed, the Agent shall acquire the right to commission only after full payment by the customers of the invoiced price of the goods.
- Supply Agreement and sub-contracting, the former states the terms and conditions under which one company will manufacture and supply goods to another; the latter is disciplined by Italian Law n° 192/1998. It is a contract between a commission company (general contractor) and another business entity (sub-contracting) where the former appoints the latter to manufacture products based on raw materials supplied by the commission party, or the commission party is obliged under the contract to supply the commissioned party products and services in order to be incorporated or used under the activity of the general contractor. Look at the automotive industry where many elements of the motor or board electronic are supplied by companies which manufacture parts to assemble based on patented models requested by the commission party (the construction company). Further, look at the Textile Industry, where the subcontractors are obliged under the contract to manufacture the final product (a dress) based on the design and clothes supplied by the stylists.
- Consignment stock Agreement and Consignment and distribution agreement, is often used in international sale of goods, where the business entities recourse to the storage situated in the sale area of the goods. It is an agreement between a consignee and consignor for the storage, transfer, sale or re-sale and use of the commodity. This agreement decreases the exporter’s risk because the exporter or consignor remains the owner of the commodities in storage until the distributor or consignee has sold the commodities. On the other hand, the distributor or consignee does not need to pay until he has sold the commodities, so that he improves his cash flow. The unsold goods will normally be returned by the consignee to the consignor agreeably to the terms bargained in the consignment agreement.
- Distributorship contract, is a contract where the Supplier grants and the Distributor accepts the exclusive right to market and sell the products within a specific territory. The Distributor, contrary to Agency Contract, sells in his own name and for his own account the products supplied by the supplier. Normally, the Distributor is free to determine his resale prices with the only exception of maximum sales prices that he supplier may impose. On the other hand, the product delivered remain the supplier’s property until complete payment is received by the supplier.
- License Agreement, is at the heart of every merchandise licensing transaction. It is a legal contract between two parties, known as the licensor and the licensee, where the former grants the licensee the right to produce and sell goods, apply a brand name or trademark, or use patented technology owned by the licensor. In exchange, the licensee usually submits to a series of conditions regarding the use of the licensor’s property and agrees to make payments known as royalties.
- International sale of goods – drafting and negotiating international commercial contracts. The development of the international commercial contracts based on equal and mutual profits is an important element to enhance friendly relationships between the Countries. To the purpose, is important to take attention to the Convention on Contracts for the International Sale of Goods (CISG) or Vienna Convention signed on the 11th of April, 1980, which applies to contracts of sale of goods between parties whose places of business are in different states. Is important to take note that this convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services. The Convention has been ratified by 83 Countries on the date of January 1, 2015.
practical applications of the legal principles to business activities and operations in Europe and China (PRC and Special Administrative Regions, like Hong Kong) related to enterprises: Sole Proprietorships, Partnerships, Companies, State-owned enterprises, Collective enterprises, Consortiums. Form of Foreign Invested Enterprises (FIEs) in Europe and China, like Equity Joint Ventures enterprises (EJVs), Cooperatives Joint Ventures enterprises (CJVs) and Foreign Direct Investment in Europe and China (FDI) well known as foreign portfolio investment. The scope of FDI has been widened covering almost all sectors in various forms, with the establishment of foreign-funded enterprises or acquisition of domestic enterprises by foreign investors through mergers and acquisition (M&As) as the most common way of taking control over local enterprises. Qualifications and duties of Directors, Supervisors and Senior Staff and related liabilities.
Intellectual Property Law
as we know, the future of an enterprise largely depends nowadays on its ability to translate knowledge into wealth through innovation: thus, intellectual property law plays an important role in this process. Trademarks, Copyrights, Geographical Indications, Industrial Designs, Patents are worthy of legal protection. Legal issues and practical applications of WIPO Convention, WTO and TRIPs Agreements.
Curiosity: What is the first copyright law in the world? Where the term “copyright” did originate from? What is historical origin of the term copyright? The term copyright originated from England in the 15th century when the most important right in an author’s work was the right to copy. Gutemberg invented movable type of printing in the 15th Thanks to such invention, it became possible to produce books relatively quickly and cheaply. The publishers (at that time knows as “stationers”) paid the authors for the exclusive right to print, publish and sell their works. Of course, the stationers’ business was affected if someone copied their publication, particularly because the printing cost at the time was comparatively high, and the business had to be approved by the Crown. This is the historical origin, while The Statute of Anne (1709) was the first copyright law in the world.
- Corporate Criminal Law, our firm also provides services in the area of corporate criminal law, assisting both natural persons and legal entities, includes ethics and corporate responsibility issues such as Code of Ethics, Anti-Bribery policies and so on. In fact, Italian criminal law (Code of Ethics D.lgs. n° 231/2001) provides imposition of penalties, including those of a criminal law nature, on bodies corporate held liable for fraud, active corruption or money laundering. We took particular attention to Duty of Care of Corporate Directors. In fact, often Corporate Directors are prosecuted before Italian Courts for offences related to false accounting (artt. 2621 and 2622, Italian civil code) or breach of trust (art. 2634, Italian Civil Code), in order to gain illegal profits for themselves or others in balance sheets, notes or other corporate notices provided for by law and addressed to the shareholders or the public.
- Bankruptcy Fraud, this crime is a white-collar crime where debtors conceal assets to avoid having to forfeit them. Often individuals intentionally file false or incomplete forms and sometimes file multiple times using either false information or real information in several states. Several times bankruptcy fraud involves bribing and commonly the criminal will couple one of these forms of fraud with another crime such as identity theft, mortgage fraud, money laundering, and public corruption.
- Crimes to defraud the public: these crimes are related to any wrongful appropriation or embezzlement of shared or public property, usually by a person entrusted with the guardanship of that property. For example the “peculation” from latin peculatus (embezzlement) related to peculium, from pecu (cattle, money).
- Medical Malpractice, our Firm also provides services in the area of so called “classical criminal law, assisting clients in criminal proceedings, as well as assisting victims of crimes with a particular view of medical malpractice claim and compensation.
Administrative Acts, Administrative Contracts, Public Procurements, Administrative remedies such as applications for administrative reviews and administrative litigation before the T.A.R. (Administrative Regional Courts).
Chinese Business Law
China’s economy has been undergoing a historic transformation since 1978 (Open-door policy), getting on track with the laws on enterprises and other important legislative reforms (such as Foreign Trade Law, July 2004) permitting the private sector of the economy to exist and develop as a “complement to the socialist public economy” (see the Constitution of the Peoples’ Republic of China – 7th NPC, 12 April 1988, Art. 11), promoting the healthy development of China’s market economy, official known as the “socialist market economy” (Socialism with Chinese Characteristics).
The stage of reforms in China’s trade regulatory system began with the adoption of the open door policy continued until China’s accession to the WTO in 2001 and is still in progress.
In this scenario of development and harmonization of international commercial rules, China is playing an increasingly important role in the area of global commerce.
This is why, our firm takes particular care of specialized knowledge of Chinese Business Law.
For these purposes I attended two years (2012/2014) Master in Chinese Business Law at Open University of Hong Kong.
At the moment our firm provides services in the follow areas:
- Chinese civil law;
- Chinese contract law;
- Chinese laws on enterprises;
- Chinese property protection law;
- Chinese finance law;
- International Business law related to China;
- Comparative Study of Business Law