The introduction of the Economic Law Code abolished the terms ‘trader’ and ‘merchant’ and introduced the concept of ‘enterprise’.
Accordingly, business law (formerly Commercial law) can be defined as the law related to the ins and outs of the business and commercial activities of enterprises. Sometimes the broader term economic law is also used, defined as the law relating to commercial transactions in a broad sense (both businesses and consumers).
Corporate law is a very broad term, under which various branches of law can be categorised, including:
- Corporate law
- Special trade agreements
- Intellectual property rights
- Competition law
- Market practices and consumer law
- Bankruptcy and judicial reorganisation
- Insurance law
- Financial law and banking and securities law
Although the scope of the term Corporate law may include other branches of law and concepts depending on the interpretation of this term, only the above terms are briefly outlined below.
Corporate law
Corporate law is the law relating to companies and associations and is governed by the Companies and Associations Code of March 23, 2019.
This branch of law regulates the entire life history and operation of companies (and associations).
This includes general concepts such as legal personality and separate assets and the different types of companies (the main forms of which are the limited liability company and private limited company), as well as their incorporation and related formalities. It also regulates the operation of companies, such as capital and contribution transactions, the operation of the board and the general meeting, as well as the transfer of (shares in) companies and the dissolution and liquidation of companies.
Common corporate law topics include corporate transactions such as mergers and demergers, transfers of shares (including due diligence, the investigation that carefully analyses the company’s economic, legal, tax and financial conditions and which usually precedes such transactions), and directors’ liability (and the insurance of the same).
The corporate law branch is explained in more detail under Corporate law.
Special commercial agreements
Commercial intermediaries
First, Special commercial agreements is a branch of law that covers commercial intermediaries.
These are intermediaries in commercial transactions who broker agreements between parties. The main commercial intermediaries are commercial agents, trade intermediaries, brokers and agents.
The roles of the various forms of intermediaries range from merely bringing parties together and putting them in contact(broker), to representation in the conclusion of contracts in the name and on behalf of the principal(commercial agent and commercial representative).
In practice
A well-known example of a commercial intermediary is the real estate agent, whose role can range from merely seeking out potential buyers or sellers for their clients to having the authority to negotiate and even enter into lease or purchase agreements on behalf of their clients.
Distribution agreements
Special commercial agreements also include distribution agreements, which regulate the relationship between a company that wants to organise a distribution network for its products or services and the distributor responsible for carrying out the distribution entrusted to it. Two special forms of distribution agreements are concessions and franchises.
Intellectual property rights
Intellectual property rights are rights that protect creative or technical (innovative) creations.
On the one hand, intellectual property rights give the developer of such creations the exclusive right to exploit, disclose, copy or otherwise use its creation. On the other hand, intellectual property rights are prohibitory rights that give the right-holding developer the right to subject the use of his creation to his approval.
The main forms of intellectual property rights, each protecting a different type of creation, are:
- Copyright: this protects an intellectual creation worked out in a concrete form (such as a novel, a piece of music, clothing design or computer program);
- Patents: these protect technical and technological inventions that may relate to a device or installation, or to a product or method of performing or realising technical matters;
- Trademark law: this protects companies’ trademarks. More specifically, trademark protection grants a company the freedom to use a sign (e.g., a logo or slogan) that allows it to distinguish itself from other companies in order to occupy a unique position in the market;
- Protection of drawings and designs: this regulates the protection of the external appearance of objects manufactured by industrial or artisanal means, including packaging, execution, graphic symbols, and so on.
In practice
For example, the author of a novel has the exclusive right to publicise and exploit (sell, etc.) his or her book and can prohibit any other party from doing the same without permission. But choreographers can also copyright their choreographic work just as computer developers can protect the computer programs they have developed.
The holder of a trademark can prohibit others from using the same trademark, or from using a trademark that is very similar to the protected trademark, which if used by a third party could cause consumer confusion.
Competition law
The concept of competition means fair competition within a market.
Competition law therefore regulates the free functioning of the market and ensures competition in various ways, both for businesses and consumers.
The three main concepts of competition law aimed at enterprises are:
- Prohibition of cartel agreements: the prohibition of agreements or arrangements which prevent, restrict or distort competition within a common market.
- The ban on abuse of dominant position by companies
- Merger control: whereby the government exercises control and can prohibit independent firms from merging across borders if this newly formed firm may impede competition in the market by strengthening a dominant position.
Market practices and consumer law
Market practices and consumer law/consumer protection include regulations to ensure the fairness of commercial transactions in the interests of both competitors and consumers.
Finally, financial law can also be subsumed under the heading of economic law. Financial law is the area of law that covers a wide range of regulations relating to the stock and capital markets, banks, and the regulations applicable to such aspects as financial transactions, collateral structures and lending.
Banking and securities law is part of financial law, and covers the regulations on the operation and organisation of banks and financial institutions, and the regulations surrounding the issuance of securities and the use and trading of money and securities.
Role of the lawyer
Our firm has years of experience in handling all aspects of economic law.
Through an intensive study of your case file and the issues presented to us, we analyse your position and present you with the options so that you can achieve your goals in the most effective and cost-efficient way.
In doing so, we take a professional and pragmatic approach, always focusing on the client. It goes without saying that you can expect clear communication and ongoing commitment to your case from us, and that we will provide you with high-quality answers to all your legal questions.
Our organisation also builds on intensive collaboration between different lawyers with their own specialisations, enabling us to offer an integrated approach in multidisciplinary cases. Our extensive network of foreign offices also allows us to handle cases in which all or some aspects are located abroad in the most professional and efficient manner.
You can come to us for advice, for example regarding the purchase or sale, restructuring or internal organisation of your company. We can also provide your corporate secretariat services and deliver accurate minutes of the general meeting and board of directors.
Addressing disputes between shareholders and/or directors is also part of our expertise. We always try to work out an amicable solution but do not shy away from proceedings if they prove necessary.
Furthermore, we are adept at drafting all kinds of commercial contracts. A legally watertight contract that clearly sets out the rights and obligations of each party without room for interpretation is essential for avoiding disputes afterwards.
However, should a dispute arise regarding the performance or termination of an agreement, we will assist you in conducting negotiations and administrative and legal proceedings.
Finally, we also offer guidance in the event of judicial or extrajudicial reorganisation and liquidation of your company or that of your debtors.
