Advice on commercial contracts, corporate law, debt collection, unfair competition, negotiable instruments and merger and acquisition processes.
Conducting commercial activities in a lawful, secure and sustainable manner requires the legal risks that companies, merchants and commercial enterprises may face to be identified in advance and managed correctly.
Commercial Law is a broad area of law that governs the activities of commercial enterprises, the establishment and operation of companies, commercial contracts, commercial relationships, negotiable instruments, unfair competition and commercial disputes.
Our firm provides legal consultancy and attorney services in the field of commercial law, particularly with respect to corporate law, commercial contracts, collection of commercial receivables, commercial litigation, shareholder and partnership disputes, general assembly proceedings, the liability of directors and partners, unfair competition, negotiable instruments, cheque and promissory note disputes, agency, distributorship, dealership, franchising, mergers and acquisitions, company liquidation, and the resolution of commercial disputes.
It is of great importance that legal issues arising from commercial activities not be addressed only after a dispute has arisen, but that legal risks be identified and preventive legal advice be provided before a dispute occurs.
Commercial Law is the branch of law that governs commercial enterprises, merchants, commercial companies, commercial relationships and commercial transactions. The scope of commercial law covers many matters, including commercial enterprises, merchants, commercial companies, commercial contracts, commercial receivables, negotiable instruments, unfair competition, agency, transport and logistics relationships, commercial litigation, corporate governance, partnership relationships and mergers and acquisitions.
Identifying in advance the legal risks that companies may face during their day-to-day commercial activities is important for ensuring that commercial decisions are made in compliance with the law. Our firm provides advice to businesses on the legal assessment of commercial activities, the drafting and review of contracts, the prevention of commercial disputes, legal risk analysis, management and partnership relationships, and the review of commercial correspondence.
A significant part of commercial activity is conducted through contracts. Reviewing contracts from a legal standpoint before they are signed can help prevent disputes that may arise in the future. Our firm drafts and reviews various commercial contracts, particularly sales, supply, service, framework, dealership, distributorship, agency, franchise, license, confidentiality, cooperation and partnership agreements. Companies signing contracts presented to them without making any changes can give rise to significant legal risks; in contract review, the parties' obligations, payment terms, delivery conditions, penalty clauses, liability provisions, termination conditions, confidentiality, intellectual property, the dispute resolution method, the competent court/arbitration clause and force majeure provisions are examined in order to identify provisions that may pose a risk to the company.
For commercial enterprises, the timely collection of receivables is of great importance for the business's cash flow and financial sustainability. Our firm provides services in the legal follow-up and collection of invoice receivables, current account receivables, sales and service fees, supplier receivables, cheque and promissory note receivables, and receivables arising from contracts; depending on the nature of the receivable, enforcement proceedings, litigation, formal notice and other legal remedies are assessed. In resolving disputes arising from commercial relationships, correctly determining the legal nature of the dispute is important; our firm provides legal representation in commercial disputes, particularly commercial receivable actions, actions to cancel an objection, negative declaratory actions, restitution actions, compensation actions, contract-based actions, unfair competition actions, company and partnership disputes, and actions relating to negotiable instruments. In certain commercial disputes, mandatory mediation must be completed before filing suit; during the mediation process, it is important that the parties' claims be correctly determined from a legal standpoint and that any resulting settlement be drafted so as not to give rise to new disputes in the future.
The establishment, management, general assembly processes and partnership relationships of joint stock companies constitute one of the important areas of commercial law. Our firm provides legal support to joint stock companies with respect to incorporation procedures, drafting of the articles of association, share ownership and share transfer, board of directors' proceedings, general assembly meetings and resolutions, director liability, shareholders' rights, share capital, and the dissolution and liquidation of the company. In the incorporation and operation of limited liability companies, it is important that the articles of association be prepared, the rights and obligations of the partners be determined, and company management be conducted in compliance with the law; our services in this area include the incorporation of limited liability companies, partnership structure, share transfer, the authority of directors/managers, resolutions of the partners' assembly, withdrawal from or expulsion of a partner, and the dissolution/liquidation of the company. Correctly establishing the legal structure of a new commercial venture is important for preventing partnership and management problems that may arise in the future; matters assessed in incorporating a company include determining the type of company, drafting the articles of association or partnership agreement, establishing the partnership and capital structure, and determining the management model and the authority to represent and bind the company. Where more than one person engages in commercial activity as partners, partnership agreements may address matters such as share ratios, capital contributions, management authority, profit distribution, voting rights, share transfer, non-competition, confidentiality, withdrawal from the partnership, and dispute resolution. The transfer of company shares may be subject to different legal procedures depending on the type of company and the nature of the shares; matters that may be examined include the transfer agreement, the share price, the rights of the partners, the articles of association, general assembly approval, registration/announcement, and the share ledger records. Disputes may arise among company partners regarding management disagreements, profit distribution, share transfer, the right to information and inspection, non-competition, and withdrawal from or expulsion of a partner; in such disputes, the articles of association, agreements between the partners, and the relevant legislation must be assessed together.
It is important that company general assemblies be held in compliance with the law and the articles of association; our firm can provide legal support with respect to the general assembly agenda, meeting preparations, general assembly resolutions, meeting minutes, shareholders' rights, and the legal validity of resolutions. Where the conditions are met, annulment or invalidity may be sought for general assembly resolutions that are contrary to the law, the articles of association or the principle of good faith; in such disputes, the content of the resolution, the meeting and resolution quorums, procedural steps and shareholders' rights are examined. Where company directors breach their obligations arising from law or the articles of association, various forms of legal liability may arise; in assessing director liability, matters that may be considered include damage to the company, damage to partners and creditors, the exercise of management authority, the duty of care and loyalty, and actions contrary to law.
The merger of companies is an important legal process for the restructuring of commercial organizations; merger transactions require the execution of legal processes such as the merger agreement, the merger report, the rights of partners, the protection of creditors, the capital structure, and registration/announcement. The acquisition of a company or of company shares may require a comprehensive legal review; during the acquisition process, the company's contracts, debts, litigation, employees, tax obligations, intellectual property rights, share structure and commercial risks may be examined. Reviewing the legal status of a company or business before its acquisition (legal due diligence) is important for uncovering potential risks; the legal review may cover company records, contracts, litigation, enforcement files, immovable property, intellectual property rights, employment relationships, licenses and permits, and debts and obligations.
Conduct in commercial activity that is contrary to the principle of good faith and distorts competition may be assessed as unfair competition; in unfair competition disputes, matters that may be examined include the activities of competing businesses, misleading statements, damage to commercial reputation, unlawful diversion of customers, the use of trade secrets, and competition in breach of contract. Protecting companies' customer lists, pricing policies, production methods, business strategies and similar information is important for commercial activity; legal arrangements for protecting commercial information may be prepared through confidentiality agreements and other contractual protection mechanisms. Non-competition arrangements may also be made, under certain conditions, with respect to partners, managers, employees or other parties to a contract; in determining the scope of a non-competition obligation, it is important that elements such as duration, location, field of activity, the nature of the contract, and the position of the parties be lawfully defined.
In disputes arising from cheques, matters that may be assessed include the validity of the cheque, presentment, dishonored (bounced) cheques, endorsements, the holder, the statute of limitations, and enforcement proceedings. For promissory notes and other negotiable instruments, the formal requirements of the instrument and the special provisions of negotiable instruments law are important; in receivables based on a note, the appropriate method of enforcement must be determined and the legal validity of the instrument must be examined. In disputes arising from cheques, promissory notes and bills of exchange, various legal processes may arise, such as objection to the debt, objection to the signature, negative declaratory actions, restitution actions, cancellation of the instrument, and unlawful enforcement proceedings.
In agency relationships, it is important that the rights and obligations of the parties be clearly set out in the contract; agency agreements may address matters such as authority, territory, commission, exclusivity, the term of the contract, termination, and the goodwill indemnity claim. In dealership relationships, matters such as the sale of products, territorial authority, pricing, targets, and termination of the contract are important; dealership agreements may be drafted to suit the company's business model. In distributorship relationships, matters such as territorial authority, exclusivity, sales targets, supply conditions, payment, competition, trademark use, and termination may be set out in detail. In franchise relationships, the rights and obligations of the parties are determined in exchange for the use of the trademark, business model and commercial system; the franchise agreement may address matters such as trademark use, the franchise fee, territory, operating standards, training and support, confidentiality, non-competition, and termination of the contract.
Filing suit directly is not always the most appropriate method for resolving commercial disputes; depending on the nature of the dispute, the appropriate method may be negotiation, formal notice, mediation, arbitration, enforcement proceedings, or litigation. For commercial enterprises in particular, it is important that disputes be resolved as quickly as possible and in a manner that affects the business's commercial activities as little as possible. Correctly determining the competent and authorized court in commercial disputes is also important for the proper conduct of the litigation process; whether the dispute qualifies as an absolute commercial case, a relative commercial case, a consumer dispute, a labor dispute, or an intellectual property dispute must be separately assessed. In commercial disputes, companies' commercial books and records may be among the important pieces of evidence; invoices, current account records, bank transactions, commercial books, order forms, delivery notes, email correspondence, and contracts may be important in resolving the dispute.
Commercial law covers many areas, including commercial enterprises, merchants, companies, commercial contracts, negotiable instruments, unfair competition, agency, commercial litigation, and mergers and acquisitions.
Reviewing contracts before signing—particularly high-value, long-term contracts, or those producing significant commercial consequences—is important for reducing the legal and financial risks that may arise in the future.
Depending on the source of the receivable, different legal remedies may be used, such as formal notice, enforcement proceedings, litigation, or mediation. The most appropriate method should be determined according to the nature of the receivable.
Whether a share transfer is possible may vary depending on the type of company, the articles of association, and the relevant legal provisions.
Where directors and managers breach their obligations arising from law or the articles of association, and damage results from that breach, various forms of legal liability may arise.
Where the conditions are met, claims for annulment or invalidity may be brought against general assembly resolutions that are contrary to the law, the articles of association, or the relevant legal provisions.
Depending on the type of dispute, mandatory mediation may be a precondition to filing suit. Which commercial disputes fall within this scope must be determined according to the nature of the specific case.
Depending on the nature of the cheque or note, enforcement proceedings specific to negotiable instruments or other legal remedies may be available. It is important that the formal requirements of the instrument and the applicable time limits be examined in advance.
Yes. Before acquiring a company, reviewing its existing contracts, debts, litigation, enforcement files, employment relationships, intellectual property rights, and other legal risks helps ensure that the acquisition decision is made on a sound basis.
Just as resolving legal issues that arise in commercial activity is important, so too is taking the necessary legal precautions before an issue arises. Assessing legal risks in advance—particularly with respect to high-value commercial contracts, partnership relationships, company acquisitions, commercial receivables, and long-term commercial relationships—can help reduce the disputes businesses may face in the future. Our firm provides legal consultancy and attorney services in the areas of commercial contracts, corporate law, commercial receivables, commercial litigation, partnership disputes, unfair competition, negotiable instruments, cheque and promissory note disputes, agency, dealership, distributorship, franchise, mergers and acquisitions, corporate governance, and the resolution of commercial disputes.