Annual Conference of the International Distribution Institute Addresses Critical Issues in International Distribution, Agency and International Franchising
15/06/2009
Barcelone, Spain, 10 - 13 June 2009. Nataliya Mykolska, a senior associate with Vasil Kisil & Partners, participated in the Annual Conference of the International Distribution Institute (IDI).
The three-day conference in Barcelona, organized by the IDI in cooperation with the European Company Lawyers Association (ECLA), Bracelona Bar Association and International Association of Lawyers, dealt with the critical issues in international distribution, agency and international franchising.
Morning session dedicated to distributors' termination indemnity started with an overview of national laws which recognize the distributor's right to a termination indemnity and thereafter deal with national case law on this issue. Then possible strategies for suppliers and distributors for avoiding (or warranting) an indemnity were discussed.
Afternoon session on illicit commissions reflected the latest trend towards combating bribery, which also influences the drafting and negotiating of agency agreements, to the extent that in certain cases apparently innocent deals may entail unforeseen responsibilities for the principal. On the other hand, principals may in some cases invoke the violation of rules against bribery as an excuse for not paying intermediaries who have performed a fully lawful deal. The session first dealt with the legal framework and with private initiatives also addressing the issue of paying commissions to intermediaries who use them for corruption purposes. Thereafter the speakers reviewed arbitral case law on illicit commissions in order to see where arbitrators put the borderline between lawful and unlawful commissions. Session participants debated possible guidelines that a responsible principal should follow when dealing with situations which may give rise to conflict with anti-bribery rules.
The regional IDI experts and about 100 attorneys from more than 20 countries took part in the Conference. Vasil Kisil & Partners was represented by Senior Associate Mrs. Nataliya Mykolska who was invited by the organizers to represent Ukraine at the meeting.
Participants of the Conference highlighted the important role of the IDI in the formation of a new generation of attorneys and in-house lawyers specialized in international distribution, agency and franchising relations. Taking into account recent increasing of international agency, distribution and franchising contracts involving parties for the CIS, conference organizers decided to join forces with Vasil Kisil & Partners and hold an interim conference in Ukraine next year to discuss the relevant legal issues of developing international agency, distribution and franchising in CIS countries.
«The IDI Annual Conferences always deal with very “hot” topics and tendencies of international agency, distribution and franchising and this one was not and exception. As international or cross-border agency, distribution and franchising requires attending to a number of very specific legal issues, which are not always being paid enough attention in other cross-border commercial transactions, such events are very useful and helpful for those involved in providing legal services in this specific area», - Mrs. Mykolska noticed.
Reference: The International Distribution Institute was established in Italy in 2004 by practicing attorneys and in-house lawyers from Italy, France, Germany, and The Netherlands to get in contact with the lawyers specialized in distribution across the world to share the information on the domestic distribution law, law-enforcement practice and doctrinal approaches in the international regulation of distribution. The IDI is actively supported by its members and regional experts, including Dr. Tatyana Slipachuk, being the country expert for Ukraine for agency and distribution. For the time being, the Institute incorporates about 150 attorneys and in-house lawyers from over 50 countries of the world.
The three-day conference in Barcelona, organized by the IDI in cooperation with the European Company Lawyers Association (ECLA), Bracelona Bar Association and International Association of Lawyers, dealt with the critical issues in international distribution, agency and international franchising.
Morning session dedicated to distributors' termination indemnity started with an overview of national laws which recognize the distributor's right to a termination indemnity and thereafter deal with national case law on this issue. Then possible strategies for suppliers and distributors for avoiding (or warranting) an indemnity were discussed.
Afternoon session on illicit commissions reflected the latest trend towards combating bribery, which also influences the drafting and negotiating of agency agreements, to the extent that in certain cases apparently innocent deals may entail unforeseen responsibilities for the principal. On the other hand, principals may in some cases invoke the violation of rules against bribery as an excuse for not paying intermediaries who have performed a fully lawful deal. The session first dealt with the legal framework and with private initiatives also addressing the issue of paying commissions to intermediaries who use them for corruption purposes. Thereafter the speakers reviewed arbitral case law on illicit commissions in order to see where arbitrators put the borderline between lawful and unlawful commissions. Session participants debated possible guidelines that a responsible principal should follow when dealing with situations which may give rise to conflict with anti-bribery rules.
The regional IDI experts and about 100 attorneys from more than 20 countries took part in the Conference. Vasil Kisil & Partners was represented by Senior Associate Mrs. Nataliya Mykolska who was invited by the organizers to represent Ukraine at the meeting.
Participants of the Conference highlighted the important role of the IDI in the formation of a new generation of attorneys and in-house lawyers specialized in international distribution, agency and franchising relations. Taking into account recent increasing of international agency, distribution and franchising contracts involving parties for the CIS, conference organizers decided to join forces with Vasil Kisil & Partners and hold an interim conference in Ukraine next year to discuss the relevant legal issues of developing international agency, distribution and franchising in CIS countries.
«The IDI Annual Conferences always deal with very “hot” topics and tendencies of international agency, distribution and franchising and this one was not and exception. As international or cross-border agency, distribution and franchising requires attending to a number of very specific legal issues, which are not always being paid enough attention in other cross-border commercial transactions, such events are very useful and helpful for those involved in providing legal services in this specific area», - Mrs. Mykolska noticed.
Reference: The International Distribution Institute was established in Italy in 2004 by practicing attorneys and in-house lawyers from Italy, France, Germany, and The Netherlands to get in contact with the lawyers specialized in distribution across the world to share the information on the domestic distribution law, law-enforcement practice and doctrinal approaches in the international regulation of distribution. The IDI is actively supported by its members and regional experts, including Dr. Tatyana Slipachuk, being the country expert for Ukraine for agency and distribution. For the time being, the Institute incorporates about 150 attorneys and in-house lawyers from over 50 countries of the world.