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Competition Law and Distribution in East Asia
While franchise lawyers, both domestically and in foreign jurisdictions, tend to focus their primary attention on matters of importance that are specific to franchise relationships, most are keenly aware that franchising is essentially just a form of distribution. Therefore, laws and regulations of broader impact can often be of critical importance. While distribution systems may often escape the applicability of franchise laws, franchise relationships nevertheless often have to deal with those affecting distribution generally.
When appointing distributors in foreign jurisdictions, U.S. suppliers and their counselors are well advised to be aware that assumptions based on U.S.-style distributorships can prove to be false. Indeed, in some jurisdictions, some assumptions can prove not only to be false but also to lead to significant adverse consequences. This is true in particular with respect to the competition law of some jurisdictions as such law is applied to distribution arrangements in those jurisdictions. Seemingly standard limitations placed on a distributor's activities that we may take for granted in the United States can give rise to potential civil, and even criminal, liability.
This article identifies common pitfalls that arise in three key East Asian jurisdictions: the Republic of Korea, Japan, and Taiwan. It does not present an exhaustive list of contractual provisions that can give rise to competition law issues, nor does it identify all jurisdictions where these issues arise. Rather, this article is intended to identify the most common pitfalls in specific jurisdictions with well-developed competition law where U.S. suppliers are actively establishing distribution networks, in order to bring to light the danger of assuming that what we know about U.S.-style distributorship agreements is applicable in those jurisdictions.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?