Categoría: Noticias

Interpretación

A uniform procedure is generally desirable for the parties. For this reason, a principle of broad interpretation of arbitration agreements has developed in practice. As a decision of the Higher Regional Court of Munich shows (order of 30 August 2011 – 34 SchH 8/11, proceedings under Section 1040(3) of the German Code of Civil Procedure), […]

Prohibition of Tie-In Clauses in GmbH Managing Director Contracts

Tie-in clauses make the duration of a managing director’s service agreement dependent on their corporate office. Put simply: if the managing director is removed from office, their employment or service relationship is also intended to end. To give the answer on admissibility from the outset: in principle, there is nothing to prevent the use of […]

Notes on Arbitration Proceedings

Arbitration proceedings differ in a number of important respects from proceedings before state courts, and an understanding of these differences may have a decisive impact on the outcome of an arbitration. This begins with the selection of the arbitrator. In arbitration proceedings, the arbitrators are appointed by the parties to the dispute themselves. The parties […]

Carácter vinculante de los acuerdos de arbitraje para los administradores concursales

Arbitration agreements have been increasingly popular in commercial law for years. An inevitable consequence of this is that insolvency administrators are also increasingly confronted with arbitration agreements entered into by the debtor before insolvency. It is settled case law of the German Federal Court of Justice that the insolvency administrator is, in principle, bound by […]

“Pathological” Arbitration Clause

Special substantive rules of interpretation have also developed for so-called pathological arbitration clauses. In practice, despite the availability of model clauses, such clauses occur relatively frequently. The Berlin Court of Appeal (SchiedsVZ 2012, 337) summarised these rules in connection with an arbitration clause contained in an agreement between the German subsidiary of a Finnish group […]

Russian Roulette Clause” in the Articles of Association Held Permissible

In practice, fifty-fifty shareholdings often give rise to the problem that shareholder decisions are mutually blocked by a deadlock situation. A so-called “Russian roulette clause” in the articles of association resolves such shareholder deadlocks by giving either shareholder the right to offer all of their shares to the other shareholder for purchase at a specified […]

Contract Drafting in the Indonesian Context

The Indonesian Court of Appeal (High Court in Appellate Decision, No. 48/Pdt/2014/PT.DK) held that contracts are valid only if at least one contractual version is available in Indonesian (Bahasa), regardless of whether the contract was concluded with a foreign company. Since 9 July 2009, Law No. 24 of 2009 has been in force in Indonesia […]

Conciliation Proceedings in Corporate Disputes

Where the articles of association require an attempt to conduct conciliation proceedings before an action is brought, an action filed without such an attempt must be dismissed as inadmissible for the time being. Nor does admissibility revive if the conciliation proceedings are conducted before the close of the final oral hearing on the facts. The […]

Resale Price Maintenance in Contract Drafting in China

Last year, in 2013, the National Development and Reform Commission of the People’s Republic of China (NDRC) and the local pricing authorities of the affected provinces of Sichuan and Guizhou imposed unusually high fines, within a very short period of time, on two of the best-known state-owned enterprises, the spirits producers Maotai and Wuliangye, amounting […]