The document defines key terms related to companies including definition of a company, characteristics of a company, advantages and disadvantages of forming a company. It also discusses the process of incorporating a company under the Companies Act of 2013 including the roles of promoters, contents of a Memorandum of Association and Articles of Association, and procedures for altering the MOA and AOA. The concepts of constructive notice and ultra vires are also summarized relating to what persons are assumed to know about a company and acts that are beyond the powers of a company.
This document discusses subjects of international law. It defines a subject of international law as an entity that possesses rights and duties under international law. The main subjects are states, individuals, international organizations, and multinational companies. For an entity to be a subject, it must have "international legal personality" through meeting criteria like having a defined territory, permanent population, and effective government. Recognition by other states, while not essential, confirms that an entity meets these criteria and can engage in international relations. The document also examines continuity and termination of states' existence through dissolution, merger, or changes in territory or government.
Dominant Position :Competition Law(Competition Act,2002)Bibhu Manik
The Article deals with Definition,Abuse of Dominant Position,Dominant Factors in Relevant Market and its analysis with Recent Cases regarding Competition Act,2002
The document discusses the sources of international law, specifically looking at a case between Portugal and India regarding Portugal's claimed right of passage over Indian territory to reach its enclaves within India. The court found that Portugal had a right of passage for private persons and civilian officials/goods to exercise sovereignty over the enclaves, but that this right did not extend to armed forces, police or arms. The court based this on treaties from the 18th century, acceptance by both parties over a long period, and the fact that passage of armed forces was regulated differently in the 1878 treaty between Britain and Portugal.
The document discusses intellectual property rights (IPR) and provides information on various types of IPR including patents, trademarks, copyright, and industrial designs. It explains that IPR allow creators to benefit from their work and provides incentives for innovation. The document also summarizes India's IPR laws and international agreements on IPR. It notes that India is signatory to several treaties and has enacted laws to be compliant with international standards on patents, copyright, trademarks and other forms of intellectual property.
State succession,Kinds, Theories & consequences of state succession.Keshav Choudhary
Detail about the state succession, Kinds of State Succession, Theories of State Succession & Consequences of State Succession in Public International law. It is helpful for all Law and other competitive exam.
This presentation compares limited liability partnerships (LLPs) and partnerships under Indian law. It outlines key differences between the two structures, with LLPs providing benefits like limited liability for partners, no limit on partner numbers, and perpetual existence. While partnerships are simpler to form, LLPs provide better liability protection for partners and allow for easier transfer of partner interests. The presentation analyzes the structures across several criteria and concludes that LLPs are generally the preferable option over partnerships in most situations. It also notes LLPs and partnerships are treated similarly for Indian income tax purposes.
The document defines key terms related to companies including definition of a company, characteristics of a company, advantages and disadvantages of forming a company. It also discusses the process of incorporating a company under the Companies Act of 2013 including the roles of promoters, contents of a Memorandum of Association and Articles of Association, and procedures for altering the MOA and AOA. The concepts of constructive notice and ultra vires are also summarized relating to what persons are assumed to know about a company and acts that are beyond the powers of a company.
This document discusses subjects of international law. It defines a subject of international law as an entity that possesses rights and duties under international law. The main subjects are states, individuals, international organizations, and multinational companies. For an entity to be a subject, it must have "international legal personality" through meeting criteria like having a defined territory, permanent population, and effective government. Recognition by other states, while not essential, confirms that an entity meets these criteria and can engage in international relations. The document also examines continuity and termination of states' existence through dissolution, merger, or changes in territory or government.
Dominant Position :Competition Law(Competition Act,2002)Bibhu Manik
The Article deals with Definition,Abuse of Dominant Position,Dominant Factors in Relevant Market and its analysis with Recent Cases regarding Competition Act,2002
The document discusses the sources of international law, specifically looking at a case between Portugal and India regarding Portugal's claimed right of passage over Indian territory to reach its enclaves within India. The court found that Portugal had a right of passage for private persons and civilian officials/goods to exercise sovereignty over the enclaves, but that this right did not extend to armed forces, police or arms. The court based this on treaties from the 18th century, acceptance by both parties over a long period, and the fact that passage of armed forces was regulated differently in the 1878 treaty between Britain and Portugal.
The document discusses intellectual property rights (IPR) and provides information on various types of IPR including patents, trademarks, copyright, and industrial designs. It explains that IPR allow creators to benefit from their work and provides incentives for innovation. The document also summarizes India's IPR laws and international agreements on IPR. It notes that India is signatory to several treaties and has enacted laws to be compliant with international standards on patents, copyright, trademarks and other forms of intellectual property.
State succession,Kinds, Theories & consequences of state succession.Keshav Choudhary
Detail about the state succession, Kinds of State Succession, Theories of State Succession & Consequences of State Succession in Public International law. It is helpful for all Law and other competitive exam.
This presentation compares limited liability partnerships (LLPs) and partnerships under Indian law. It outlines key differences between the two structures, with LLPs providing benefits like limited liability for partners, no limit on partner numbers, and perpetual existence. While partnerships are simpler to form, LLPs provide better liability protection for partners and allow for easier transfer of partner interests. The presentation analyzes the structures across several criteria and concludes that LLPs are generally the preferable option over partnerships in most situations. It also notes LLPs and partnerships are treated similarly for Indian income tax purposes.
The document discusses whether international law can be considered true law. It presents different views on this question. John Austin argued that international law is not legally binding because it lacks a sovereign lawmaker and enforcement mechanisms. However, Oppenheim believed international law meets the criteria as a body of rules agreed upon by states and enforced through their common consent. Modern developments have strengthened international law, with the establishment of international legislation, courts like the ICJ, and collective enforcement through the UN. While Austin's view was valid historically, most scholars now agree international law can be considered true law based on these contemporary changes.
This document discusses the subjects of international law. It states that to be a subject of international law, an entity must have "international legal personality" which is the capacity to enforce its own rights and compel other subjects to perform duties under international law. The subjects must have rights, duties, and powers. There are four qualifications to be a subject: the ability to bring claims in international courts, enter into binding agreements, enjoy immunity from foreign courts, and be subject to international obligations. While all subjects have international legal personality, they do not all have the same rights and capabilities. The main subjects are states, international organizations, individuals, and non-state entities, though states have the most extensive rights and duties under international law.
1) The document discusses different types of contractual agreements and joint ventures that companies can enter when collaborating, including unilateral agreements, bilateral agreements, minority stakes, and joint ventures.
2) It indicates that the type of collaboration preferred depends on whether the partners contribute material resources (e.g. money, property) or knowledge-based resources (e.g. expertise, information) to the partnership.
3) Examples are provided to illustrate the different collaboration options, such as a joint venture between Diageo and a vodka company to share sales rights and knowledge in the US market.
International business involves the exchange of products and services across national borders. Companies pursue international expansion to increase profits, take advantage of product life cycles, and achieve economies of scale, or to respond to competitive pressures and saturated domestic markets. When considering international expansion, companies must gauge demand abroad, adapt products to foreign customer needs, and determine their entry strategy into foreign markets such as exporting, licensing, franchising, foreign direct investment, or establishing a foreign subsidiary. Barriers to international business include cultural, legal, political, and economic barriers like tariffs and trade restrictions.
International law recognizes several subjects that possess international legal personality:
1. States are the primary subjects of international law. The criteria for statehood under international law are a defined territory, permanent population, government, and capacity to enter into relations with other states.
2. International organizations like the UN have also been recognized as having international legal personality, though to a limited extent compared to states. They can enter into treaties, have privileges and immunities, and bring international claims.
3. Individuals can be subject to certain obligations under international criminal law for crimes like genocide, war crimes, and crimes against humanity. However, individuals generally do not have standing to access international courts directly.
The document discusses articles of association, which specify the regulations for operating a company. It contains rules, regulations, and bylaws governing general administration. Articles are required for unlimited companies, companies limited by guarantee, and private companies limited by shares. The articles must be printed and signed by subscribers in the presence of a witness. They can prescribe internal regulations and the relationship between the company and members, subject to the Companies Act. The memorandum takes precedence over the articles, which cannot alter memorandum conditions. Members are bound by the articles, and the company can enforce or restrain breaches. The articles create no obligations for non-members. A company can alter its articles through a special resolution, subject to legal restrictions.
The Spain Coffee Case involved a complaint by Brazil against a new Spanish law that introduced tariff classifications for imported unroasted coffee. The law divided coffee into five categories, with three categories subject to a 7% tariff while two were duty-free. Brazil argued this constituted less favorable treatment for certain types of coffee compared to others, violating the MFN principle of treating all trading partners equally. The case demonstrated that MFN can be violated not just by explicitly discriminatory tariffs but also through more indirect means like tariff classifications.
This document discusses state recognition in international law. It defines recognition as one state establishing official relations with another. Recognition provides states equality in the international community and the ability to engage diplomatically. Recognition can be of a state or its government. State recognition is permanent, while government recognition can be withdrawn. Recognition can be expressed through treaties or implicitly through diplomatic contact. It also discusses types of recognition like de facto, de jure, and of belligerents or liberation movements. Saudi Arabia and UAE withdrew recognition only of the Taliban government in Afghanistan, not the state, after 9/11.
This document discusses intellectual property audits. It explains that intellectual property audits are conducted to uncover a company's protectable intellectual property, as companies are often unaware of the value of their intellectual property. The document then discusses the practical aspects of conducting an intellectual property audit, including an initial meeting, inspection of documents and assets, and a post-audit report. Finally, it provides a sample intellectual property audit questionnaire to help guide the audit process.
This document is the report of the High Level Committee to Review the SEBI (Prohibition of Insider Trading) Regulations, 1992. It was chaired by Justice N.K. Sodhi, former Chief Justice.
The committee was tasked with reviewing the existing insider trading regulations and drafting new proposed regulations. It invited public comments and reviewed regulations from other jurisdictions. It then deliberated and drafted the new Proposed Regulations contained in Part III of the report.
The report explains the committee's methodology, acknowledges contributions, outlines the key features and recommendations of the new regulations, and provides the draft text of the Proposed Regulations along with explanatory notes on the legislative intent of each provision. The committee recommends notifying
Fdi and its impact on pharmaceutical industry in indiayashicaj9
FDI has increased in India's pharmaceutical industry since economic liberalization began in the 1990s. India allows up to 100% FDI in drugs and pharmaceuticals under an automatic route. The pharmaceutical industry attracts foreign investment due to India's skilled labor, established supply chains, and large domestic market. FDI inflows to the pharmaceutical sector have increased substantially, from $48.4 million in 2000 to over $9 billion by 2012, as India offers competitive production costs and the government further opened sectors to foreign investment.
The document discusses the doctrine of equivalents in patent law. The doctrine allows a court to find infringement even if the accused device does not literally infringe a patent claim, if it is equivalent to the claimed invention. It provides that an equivalent device performs substantially the same function in substantially the same way to achieve substantially the same result. The doctrine balances protecting patent holders' inventions with providing clear notice of a patent's scope.
This document discusses dumping and the conditions for imposing anti-dumping duties. It defines dumping as exporting a product at a lower price in a foreign market than in the domestic market. Dumping can have advantages like penetrating new markets, but also disadvantages like retaliation. Anti-dumping measures aim to counter the trade-distorting effects of dumping and include tariffs and import quotas. For a country to impose anti-dumping duties, there must be evidence of dumping, injury to a domestic industry, and a causal link between the dumping and injury. The effects of anti-dumping laws can be both positive in protecting domestic industries, and negative in creating trade barriers.
1. The document discusses international commercial law and the choice of governing law in cross-border contracts.
2. It explains that conflict of laws rules determine what country's law governs the contract when more than one national law could apply. Parties can also choose what law governs through party autonomy.
3. The document outlines mechanisms for determining governing law such as conflict rules, choice of forum clauses, and closest connection tests when parties do not choose the law. It also discusses the scope and effects of party autonomy in governing law selection.
ANALYZING THE CONSTITUTIONAL RULES OF INTERPRETATIONAnushka Singh
The document discusses principles of constitutional interpretation in India. It begins by defining interpretation and discussing the importance of constitutional interpretation. It then outlines some key principles that Indian courts use in interpreting the constitution, including:
1. The principle of pith and substance, which examines the true nature and subject matter of a law.
2. The principle of eclipse, which deals with pre-constitutional laws that conflict with fundamental rights.
3. The principle of severability, which holds that if part of a law is unconstitutional, only that part should be invalidated, not the whole law.
4. The principle of colourable legislation, which examines whether a law indirectly achieves something the legislature does not have direct
Key issues to consider when venturing into business in India. Some topics include repatriation of investments, taxation, court proceedings and IP issues.
The document discusses whether international law can be considered true law. It presents different views on this question. John Austin argued that international law is not legally binding because it lacks a sovereign lawmaker and enforcement mechanisms. However, Oppenheim believed international law meets the criteria as a body of rules agreed upon by states and enforced through their common consent. Modern developments have strengthened international law, with the establishment of international legislation, courts like the ICJ, and collective enforcement through the UN. While Austin's view was valid historically, most scholars now agree international law can be considered true law based on these contemporary changes.
This document discusses the subjects of international law. It states that to be a subject of international law, an entity must have "international legal personality" which is the capacity to enforce its own rights and compel other subjects to perform duties under international law. The subjects must have rights, duties, and powers. There are four qualifications to be a subject: the ability to bring claims in international courts, enter into binding agreements, enjoy immunity from foreign courts, and be subject to international obligations. While all subjects have international legal personality, they do not all have the same rights and capabilities. The main subjects are states, international organizations, individuals, and non-state entities, though states have the most extensive rights and duties under international law.
1) The document discusses different types of contractual agreements and joint ventures that companies can enter when collaborating, including unilateral agreements, bilateral agreements, minority stakes, and joint ventures.
2) It indicates that the type of collaboration preferred depends on whether the partners contribute material resources (e.g. money, property) or knowledge-based resources (e.g. expertise, information) to the partnership.
3) Examples are provided to illustrate the different collaboration options, such as a joint venture between Diageo and a vodka company to share sales rights and knowledge in the US market.
International business involves the exchange of products and services across national borders. Companies pursue international expansion to increase profits, take advantage of product life cycles, and achieve economies of scale, or to respond to competitive pressures and saturated domestic markets. When considering international expansion, companies must gauge demand abroad, adapt products to foreign customer needs, and determine their entry strategy into foreign markets such as exporting, licensing, franchising, foreign direct investment, or establishing a foreign subsidiary. Barriers to international business include cultural, legal, political, and economic barriers like tariffs and trade restrictions.
International law recognizes several subjects that possess international legal personality:
1. States are the primary subjects of international law. The criteria for statehood under international law are a defined territory, permanent population, government, and capacity to enter into relations with other states.
2. International organizations like the UN have also been recognized as having international legal personality, though to a limited extent compared to states. They can enter into treaties, have privileges and immunities, and bring international claims.
3. Individuals can be subject to certain obligations under international criminal law for crimes like genocide, war crimes, and crimes against humanity. However, individuals generally do not have standing to access international courts directly.
The document discusses articles of association, which specify the regulations for operating a company. It contains rules, regulations, and bylaws governing general administration. Articles are required for unlimited companies, companies limited by guarantee, and private companies limited by shares. The articles must be printed and signed by subscribers in the presence of a witness. They can prescribe internal regulations and the relationship between the company and members, subject to the Companies Act. The memorandum takes precedence over the articles, which cannot alter memorandum conditions. Members are bound by the articles, and the company can enforce or restrain breaches. The articles create no obligations for non-members. A company can alter its articles through a special resolution, subject to legal restrictions.
The Spain Coffee Case involved a complaint by Brazil against a new Spanish law that introduced tariff classifications for imported unroasted coffee. The law divided coffee into five categories, with three categories subject to a 7% tariff while two were duty-free. Brazil argued this constituted less favorable treatment for certain types of coffee compared to others, violating the MFN principle of treating all trading partners equally. The case demonstrated that MFN can be violated not just by explicitly discriminatory tariffs but also through more indirect means like tariff classifications.
This document discusses state recognition in international law. It defines recognition as one state establishing official relations with another. Recognition provides states equality in the international community and the ability to engage diplomatically. Recognition can be of a state or its government. State recognition is permanent, while government recognition can be withdrawn. Recognition can be expressed through treaties or implicitly through diplomatic contact. It also discusses types of recognition like de facto, de jure, and of belligerents or liberation movements. Saudi Arabia and UAE withdrew recognition only of the Taliban government in Afghanistan, not the state, after 9/11.
This document discusses intellectual property audits. It explains that intellectual property audits are conducted to uncover a company's protectable intellectual property, as companies are often unaware of the value of their intellectual property. The document then discusses the practical aspects of conducting an intellectual property audit, including an initial meeting, inspection of documents and assets, and a post-audit report. Finally, it provides a sample intellectual property audit questionnaire to help guide the audit process.
This document is the report of the High Level Committee to Review the SEBI (Prohibition of Insider Trading) Regulations, 1992. It was chaired by Justice N.K. Sodhi, former Chief Justice.
The committee was tasked with reviewing the existing insider trading regulations and drafting new proposed regulations. It invited public comments and reviewed regulations from other jurisdictions. It then deliberated and drafted the new Proposed Regulations contained in Part III of the report.
The report explains the committee's methodology, acknowledges contributions, outlines the key features and recommendations of the new regulations, and provides the draft text of the Proposed Regulations along with explanatory notes on the legislative intent of each provision. The committee recommends notifying
Fdi and its impact on pharmaceutical industry in indiayashicaj9
FDI has increased in India's pharmaceutical industry since economic liberalization began in the 1990s. India allows up to 100% FDI in drugs and pharmaceuticals under an automatic route. The pharmaceutical industry attracts foreign investment due to India's skilled labor, established supply chains, and large domestic market. FDI inflows to the pharmaceutical sector have increased substantially, from $48.4 million in 2000 to over $9 billion by 2012, as India offers competitive production costs and the government further opened sectors to foreign investment.
The document discusses the doctrine of equivalents in patent law. The doctrine allows a court to find infringement even if the accused device does not literally infringe a patent claim, if it is equivalent to the claimed invention. It provides that an equivalent device performs substantially the same function in substantially the same way to achieve substantially the same result. The doctrine balances protecting patent holders' inventions with providing clear notice of a patent's scope.
This document discusses dumping and the conditions for imposing anti-dumping duties. It defines dumping as exporting a product at a lower price in a foreign market than in the domestic market. Dumping can have advantages like penetrating new markets, but also disadvantages like retaliation. Anti-dumping measures aim to counter the trade-distorting effects of dumping and include tariffs and import quotas. For a country to impose anti-dumping duties, there must be evidence of dumping, injury to a domestic industry, and a causal link between the dumping and injury. The effects of anti-dumping laws can be both positive in protecting domestic industries, and negative in creating trade barriers.
1. The document discusses international commercial law and the choice of governing law in cross-border contracts.
2. It explains that conflict of laws rules determine what country's law governs the contract when more than one national law could apply. Parties can also choose what law governs through party autonomy.
3. The document outlines mechanisms for determining governing law such as conflict rules, choice of forum clauses, and closest connection tests when parties do not choose the law. It also discusses the scope and effects of party autonomy in governing law selection.
ANALYZING THE CONSTITUTIONAL RULES OF INTERPRETATIONAnushka Singh
The document discusses principles of constitutional interpretation in India. It begins by defining interpretation and discussing the importance of constitutional interpretation. It then outlines some key principles that Indian courts use in interpreting the constitution, including:
1. The principle of pith and substance, which examines the true nature and subject matter of a law.
2. The principle of eclipse, which deals with pre-constitutional laws that conflict with fundamental rights.
3. The principle of severability, which holds that if part of a law is unconstitutional, only that part should be invalidated, not the whole law.
4. The principle of colourable legislation, which examines whether a law indirectly achieves something the legislature does not have direct
Key issues to consider when venturing into business in India. Some topics include repatriation of investments, taxation, court proceedings and IP issues.
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
Intellectual property generally includes patent rights, copyright rights, trademark and servicemark rights, and trade secrets. The foundation of intellectual property law is the protection of exclusive rights afforded to original works and invention. These rights can be significantly impacted by bankruptcy proceedings. This webinar examines some of these key issues including the perfection of security interests in intellectual property, the protection of certain intellectual property licenses and lack of protection for other types of intellectual property, the relief available to licensors, as well as special issues regarding assignment of licenses in bankruptcy proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-intersection-of-ip-bankruptcy-2021/
Legal Considerations For Doing Bussiness In IndiaAccenture
A U.S. company has several options for setting up business operations in India, including incorporating an Indian subsidiary or acquiring an existing Indian company. They can also establish a liaison, project, or branch office. The company must consider issues like equity caps, regulatory compliance, profit repatriation, taxation, intellectual property protection, and dispute resolution through arbitration when establishing operations in India. Careful contract drafting and due diligence are important for a successful venture.
Top Ten Legal Tips on Exporting to India.Roger Royse
This document provides a summary of the top 10 legal tips for exporting to India. It discusses identifying the appropriate export model and applicable industry regulations. It emphasizes using written contracts that address key business and legal terms rather than relying on letters of intent. The document also recommends including arbitration clauses, protecting intellectual property, ensuring compliance with labor laws and anti-corruption regulations, and monitoring changes to Indian legislation. Resources on relevant Indian laws and agencies are provided.
The document summarizes the legal and contractual complexities that arise for video on demand (VoD) platforms operating in India. It notes that India allows foreign investment in VoD platforms and the acquisition of content from abroad, but negotiations over rights, subtitles/translations, digital rights management, and other issues are complicated by the lack of established standards in India. It also outlines India's censorship laws and laws regarding pornography/obscenity/sedition that apply to VoD platforms but are outdated, leading platforms to assume relaxed enforcement will continue. The fragmented Indian VoD market is primed for rapid growth but also consolidation in the future.
The document discusses international laws regarding patents, copyright, trademarks, and reverse engineering. It provides information on several international treaties and agreements that establish basic standards for intellectual property protections across countries. While these treaties aim to harmonize laws, some differences still exist between countries in areas like patent eligibility, registration processes, and protections offered. The document also explains that reverse engineering of patented or copyrighted works is generally allowed, with some exceptions, as it is viewed as an important competitive business practice.
Cork Open Coffee David Reilly 24 July 09Gordon Murray
1. The document discusses the legal framework for software creation and protection under Irish law. Copyright protects the expression of software as a literary work but not the underlying ideas.
2. It outlines the types of intellectual property that can apply to software, including copyright, database rights, design rights and patents. Joint ventures and licensing agreements are discussed as methods of software exploitation.
3. Key considerations for software development agreements are addressed, such as ownership of the software, warranty periods, intellectual property indemnification, and maintenance obligations. Investor expectations and exit strategies are also covered.
This document summarizes the challenges faced by owners of standard-essential patents in enforcing their patents and obtaining fair compensation. It discusses how the inability to obtain injunctions in certain jurisdictions like the US, along with low damages awards, has led to widespread "patent hold-out" where companies use patented technology without licenses. The document reviews approaches to standard-essential patent enforcement across different countries and regions, noting more patentee-friendly approaches in Europe, Brazil, India and other forums compared to the US. It provides recommendations for standard-essential patent owners to maximize enforcement, including pursuing litigation in multiple jurisdictions, complying with any applicable FRAND licensing rules, and making license offers before seeking injunctions.
Kko ip due diligence presentation (digital boot camp) 2016-02-17(2)Arlen Meyers, MD, MBA
This document provides an overview of intellectual property due diligence for an acquisition. It discusses timing considerations for IP due diligence and its purpose in assessing ownership, protection/liability issues, and freedom to operate. The document outlines factors that influence the scope of diligence, such as the type of investor and nature of the target's business. It also describes assessing ownership of IP assets, prior agreements, validity/strength of IP, and potential liability issues. The document concludes with discussing how to structure representations and warranties, disclosure schedules, post-closing covenants, and indemnification provisions to protect against liability.
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/legal-issues-for-innovators-inventors-2020/
- Technology licensing and joint ventures are two alternative ways for companies to obtain international sales income without directly exporting goods.
- Technology licensing involves licensing intellectual property rights like patents or trademarks to foreign companies, while joint ventures involve partnerships between companies.
- Both methods offer advantages for small companies like entering new markets quickly and reducing financial risks, but licensing transfers some control over technology and usually earns less profit than direct exports. Companies should seek legal advice when pursuing these options internationally.
This document summarizes an article that examines the validity of intellectual property (IP) carve-outs in arbitration clauses in light of recent legal developments. It discusses how IP carve-outs are commonly used to exclude IP issues from arbitration, but cites justifications for this are weakening. Recent court rulings have made interim injunctions in IP disputes more difficult to obtain, and separating IP issues from other contractual issues is challenging, leading to prolonged disputes. Additionally, arbitration institutions have strengthened rules for interim relief in IP matters. Therefore, the document concludes IP carve-outs may not provide intended benefits and add unnecessary costs and delays.
IP rights are an important class of intangible assets that can be assigned or licensed to generate revenue. Indeed, some companies do not make or sell products; their entire revenue is derived from the licensing of their patents. Suffice it to say, licensing revenue has become a significant source of value in the global intellectual property economy. This webinar will help you better understand the complex legal issues associated with IP transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/buying-selling-ip-2020/
FLIGHT Amsterdam Presentation - Open Source, IP and Trade Secrets: An Impossi...Black Duck by Synopsys
Open source software, patents, and trade secrets each offer different ways to protect information relating to software. Open source licenses make source code available and allow free distribution but also allow others to modify the code. Patents protect specific inventions for a limited time but require describing the invention publicly. Trade secrets have indefinite protection as long as information is kept secret, but lose protection if the secret becomes public. Combining these approaches poses challenges, as open source and trade secrets in particular seem contradictory. Companies must carefully manage what software is shared openly versus kept proprietary through internal policies and legal agreements.
The document discusses six key provisions that should be included in an outsourcing agreement to prevent potential pitfalls: 1) Protect intellectual property, 2) Ensure data privacy, 3) Require consent for subcontracting, 4) Include an exit strategy, 5) Establish dispute resolution procedures, and 6) Agree on processes to ensure security standards. Having a well-drafted outsourcing agreement with these provisions can help minimize risks when outsourcing business functions overseas.
IPR-"Intellectual Propert Rights" Basics for B. Pharm GTU Studentspdb_13
The document discusses intellectual property rights (IPR) and related concepts. It defines intellectual property and intellectual property rights. It then discusses different types of IPRs like patents, designs, trademarks, copyright etc. It provides details on patent filing procedures in India. It also introduces international agreements related to IPR - GATT and TRIPS. It defines GATT as the General Agreement on Tariffs and Trade and TRIPS as the Trade Related Aspects of Intellectual Property Rights agreement under the World Trade Organization (WTO). The key objectives and principles of TRIPS are also summarized.
The document discusses intellectual property rights transfers between US firms and foreign businesses. There are several reasons why US firms may transfer their IPRs, such as receiving licensing fees, contributing technology to joint ventures, or shifting production to lower cost countries. International agreements like the Paris Convention and TRIPS Agreement established standards for protecting IPRs like patents, trademarks, and copyrights across signatory countries. The PCT and Madrid Protocol set up centralized filing systems for international patent and trademark applications.
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/legal-issues-for-innovators-inventors-2021/
This document summarizes key legal considerations for startups presented by Roger Royse of Haynes and Boone LLP. It addresses avoiding claims by prior employers, the importance of documentation for equity ownership and agreements, vesting restrictions, tax planning choices of entity, intellectual property protection, securities laws, and personal liability risks for founders. Royse emphasizes properly classifying workers to avoid misclassification penalties, and recommends his book "Dead on Arrival" which outlines legal mistakes that could jeopardize a startup.
This document summarizes key legal issues and considerations for startups. It discusses avoiding claims from prior employers to intellectual property created at a new company. It emphasizes the importance of proper documentation for equity ownership, loans, vesting schedules, and other founder agreements. It also covers vesting restrictions, tax planning choices around entity structure, protecting intellectual property, trade secret laws, and securities regulations. Throughout, it provides best practices and recommendations to help startups navigate common legal landmines.
2020-02-11 Tax Issues for Startups final.pptRoger Royse
Roger Royse presented on tax issues related to startups. He discussed 12 key tax issues including choice of entity, qualified small business stock, Section 305 issues related to disproportionate stock distributions, startup formation, and taking money off the table. He provided an overview of the relevant tax considerations and potential solutions for each issue.
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
What are the best funding options for entrepreneurs to scale their business?
When should entrepreneurs pursue external funding?
How do entrepreneurs choose the right investor?
What alternative sources of funding are available?
How and why should a founder stage their funding rounds?
When should a founder think about exiting?
How can advisers help with the funding process?
and more!
Idea to ipo funding 101 royse - august 11 2020Roger Royse
This document provides an overview of various sources of funding for startups, from founders' personal savings to venture capital. It discusses funding from founders, debt financing, government grants and loans, friends and family investors, angel investors, venture capital firms, and alternative sources like crowdfunding and initial coin offerings. For venture capital specifically, it covers typical terms, economics, metrics VCs consider, and structuring a startup to be attractive to VCs, including choice of entity, founder equity structures, and vesting. The overall purpose is to educate entrepreneurs on their funding options from early startup stages through growth with institutional investors.
Idea to ipo venture capital startup royse - may 10 2020Roger Royse
This document provides information to help startups prepare for venture capital investment. It discusses various sources of funding for startups, including founders' personal savings, debt financing, government grants, friends and family investors, angels, and venture capital. It explains factors that venture capital firms consider, such as the startup's team, market size, traction, and potential for growth. The document also covers topics like common stock structures, founder equity, vesting schedules, and deal terms that are important for startups to understand when pursuing a venture capital investment.
Legal overview star camp royse - may 2020 4839-7571-5260-1Roger Royse
This document provides an overview of legal considerations for forming and financing a startup called StarCamp. It discusses the differences between establishing a US branch versus incorporating in the US. Key topics covered include effectively connected income, branch profits tax, withholding taxes and how tax treaties may provide relief, transfer pricing requirements, and BEA reporting filings. The document also examines choice of entity options, tax benefits of C corporations, founder equity splits, vesting, and employment law issues around worker classification.
M&A TAX CONSIDERATIONS FOR BUYERS AND SELLERS discusses various types of tax-free and taxable transactions in mergers and acquisitions, including:
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1. Cross-Border Licensing Issues
Global IP Convention, 2013
Bangalore, January 30, 2013
Satya S. Narayan
Of Counsel, Royse Law Firm, PC
Phone: +1650 521 5745
Email: snarayan@rroyselaw.com
Bio: http://rroyselaw.com/satya_narayan.html
2. Going Global – Some Advantages
• New markets for goods/ services
• Be close to significant customers
• Advanced technologies
• Human resource – “Talent”
• Low cost manufacturing centers
• Challenges in existing markets (e.g., intense competition; slow
national economy)
• Tax advantages
• Overseas funding
3. Going Global – Some Paths
• Foreign WOS
• Joint ventures
• Strategic partnerships
• Mergers and acquisitions
• Direct to foreign consumers
4. Cross-Border Transactional Challenges
• Tax consequences
• Transfer pricing issues
• Foreign governmental approvals and permits
• Foreign filing requirements (including for oversight of license
royalties)
• Compliance with foreign laws (including warranty
limitations, consumer protection, FCPA and anti-bribery laws)
• Hedging for foreign exchange risks
5. Today’s Focus: Cross-Border Licensing Issues
I. Intellectual Property (IP) Related Due Diligence
II. Protection of IP
III. Some Examples of Weakened License Restrictions &
Enforceability
IV. International IP Dispute Resolution
V. Choice of Law
6. I. IP-Related Due Diligence
Due diligence is critical for global transactions, including
cross-border licensing transactions
Cross-border IP/ technology due diligence questions:
Does the licensor own the IP?
Does the licensee have any strikes against it? Can the
licensee be trusted?
What specific intellectual property rights will need to be
licensed?
Which licensee affiliates will need the license? What is the
location of those licensee affiliates?
In which country is the licensor’s and licensee’s assets
predominantly located?
Will any of the IP assets to be licensed infringe a third party’s
intellectual property rights in the foreign jurisdiction?
7. II. Protection of Intellectual Property
Register your key export-related IP assets (such as patents and
trade marks) in licensee markets
Tailor intellectual property agreements/ clauses to overcome
or work around presumptions under foreign law
Require the licensee (including the joint venture company) to
agree in writing to:
“no contest” terms
confidentiality obligations
a present assignment and cascading license/ waiver of any
rights to your IP which may vest in the licensee by virtue of
the transaction, including rights in any
derivatives, improvements and modifications made by the
licensee to your IP
8. III.Some Examples of Weakened License
Restrictions & Enforceability Issues
U.S. copyright law and the EU Computer Programs Directive permit
reverse engineering of computer programs for achieving
interoperability
U.S.: Contractual restrictions on reverse engineering
are, however, enforceable. Bowers v. Baystate Technologies
EU: Contractual restriction on reverse engineering
unenforceable.
Under German law, sublicense agreements are protected even
though the license agreement is terminated for any reason
Japanese courts have reinstated licenses to distributors
notwithstanding a termination that is in accordance with the
distribution agreement if significant investment has been made by
the distributor
Competition/ antitrust laws impact restrictions (including
restrictions on distribution and pricing) on distributors in many
countries
9. III.Some Examples of Weakened License
Restrictions & Enforceability Issues
Under U.S. law, unless a licensee elects under Section 365(n) of the
U.S. Bankruptcy Code to retain the licensed IP within the prescribed
time and continues to pay royalties, the bankrupt licensor or its
trustee may reject the license agreement which is typically
considered an executory contract (even if the license is fully-paid).
The licensor or its trustee in bankruptcy may also reject any
agreement supplementary to the license (e.g., technology escrow
agreements). Section 365(n) does not protect trademark licenses.
Most jurisdictions do not have IP license protection similar to
Section 365(n) of the U.S. Bankruptcy Code
Under Indian law, failure to pay applicable stamp duty may make
the IP agreement inadmissible in court or other proceedings
10. IV.International IP Dispute Resolution
In cross-border transactions involving IP/ technology, subject to certain
exceptions, arbitration is a better dispute resolution mechanism.
An award by the national courts of the non-breaching party may
not be automatically enforceable in the national courts of the
breaching party
International litigation management can be costly and subject to
delays, uncertainty, and sometimes protectionist foreign courts
The New York Convention on the Recognition and Enforcement of
Foreign Arbitral Awards, 1958:
Subject to limited exceptions (e.g., subject matter is not
arbitrable, award contravenes public policy) courts of
contracting states must give effect to private agreements to
arbitrate and to recognize and enforce arbitration awards made
in other contracting states.
148 contracting states (including India and the U.S.); 47
countries are not parties (including Taiwan)
11. IV.International IP Dispute Resolution (cont.)
International Arbitration:
Institutional arbitration:
ICC, ICDR, LCIA, SCCAM, SIAC, SCC, JCAA, CIETAC, JAMS, WIPO
(specializes in IP disputes)
Ad hoc arbitration: UNCITRAL Model Law on International
Commercial Arbitration
IP Exception: Licensors typically expressly reserve rights to access
courts to protect their IP
Time is of the essence in protecting one’s IP; courts may be able to
provide interim relief in the shortest time-frame
Ex parte relief may be necessary if bad faith is suspected; ex parte
arbitration orders are enforceable under the New York Convention
(Art. V(1)(b) requires notice and opportunity to present)
A third party is involved in the IP dispute; arbitration is limited to the
parties to the contract
12. IV.International IP Dispute Resolution (cont.)
Local and foreign counsel should be consulted to select the
appropriate arbitration forum, rules and venue for the contract
Express provisions, whetted by local and foreign counsel, should be
included in the contract
13. V. Choice of Law
Most jurisdictions respect the choice of law selected by parties to a
private contract (including India and U.S.); but expressly exclude
conflicts of law principles that would change the parties’ choice of
law selection
In U.S. – India transactions, U.S. federal law and New York state law is
most typical; English law sometimes accepted
Caveats:
Certain foreign local laws may still apply (e.g. export
laws, FCPA/ anti-corruptions laws, IP laws, antitrust/
competition laws)
Typically, the following types of contracts will be subject to
foreign local law:
Contracts between local parties (e.g. contracts between a
U.S. company’s Indian subsidiary and its Indian partners)
Contracts with governmental entities
Contracts with consumers/ individuals
14. V. Choice of Law (cont.)
U.N. Convention on Contracts for the International Sale of Goods
(UNCISG):
UNCISG will apply to licenses involving international sale of goods
(e.g., software) unless the contract's choice of law clause
specifically excludes UNCISG terms
The UNCISG applies to contracts for the sale of goods between
parties from countries that are signatories to the UNCISG. The
U.S. is a signatory and India is not. May be implicated if the
Indian company’s affiliate based in a UNCISG signatory country is
contracting.
Permits parole evidence, oral contracts (proven by any
means), and other atypical provisions
15. Conclusion
Cross-border licensing transactions involve a complex interplay of
national and international laws and many pitfalls for the unwary
Business, IP, and legal due diligence is paramount in achieving
transaction success and adequate time should be allotted for such
due diligence
Licensors and licensees should each work with counsel in the
countries in which the licensor and licensee does business and
counsel where the IP will be licensed to avoid pitfalls in cross-border
transactions
16. Questions?
Questions?
Satya S. Narayan
Bio: http://rroyselaw.com/satya_narayan.html
E-mail: SNarayan@rroyselaw.com
Phone: 650.521.5745
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