We presents the international component often involved in the practice of business law, in particular through the drafting of international contracts or in specific areas of business law.
About international business law
Business law refers to the branch of law applicable to business life and, more specifically, to the actors and structures of the business world. Business law can thus be defined as one of the branches of law comprising of a rights set relating to companies.
As a result of the globalisation and the growth of international trade and commercial relations, business actors, natural or legal persons, carry out frequently have transnational activities involving trading partners located in other States than their State of origin (e.g. State of registration). It is referred as international business law.
As business lawyer, our law firm Belot Malan & Associates Paris is specialised in international business law, especially with regard to transnational operations and litigations.
One of the duties of a lawyer in international business law is to draft and review international contracts, which a cross-border element. Lawyers specialised in international business law issues must be proficient in international private law.
In addition, international business lawyers are compelled to include cross-border or extraneous elements in their area of specialization, whether it be taxation, mergers and acquisitions or competition law.
International private law
Unlike public international law which governs relations between States, international private law governs relations between private persons, individuals and corporations. Conflicts of jurisdiction and laws are essential when drafting an international contract.
Conflicts of jurisdiction
In French law, conflicts of jurisdictions determine under which conditions French courts may have jurisdiction to settle a dispute involving a cross-border element. For example, article 42 of code of civil procedure provides that French courts have jurisdiction when the defendant has his residence in France.
Rules on conflict of jurisdiction stem from international law, European law and the transposition of the internal rules of territorial jurisdiction to the international order.
Conflicts of laws
Regarding the conflict of laws, it determines which law shall apply in the course of a dispute that presents a cross-border element.
The conflict of laws is an indirect rule which does not resolve the substantive issue, but only determines the law competent to resolve this issue. It is neutral insofar as the substantial solution is not considered in the determination of the applicable law.
Merger controls in competition law – concrete situation of international business law
The merger between several companies can raise important issues, particularly in competition law. When an economic concentration is legally carried out, and beyond certain thresholds of combined volume of business, a notification to the competent competition authorities may be necessary.
Under French law, merger control is governed by the provisions of articles L. 430-1 to L. 430-10 of the French commercial code.
In European law – where the undertakings involved in the concentration have a turnover in several Member States of the European Union – merger control is governed by the provisions of Council Regulation No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (so-called “EC Merger Regulation”). The proposed operations must then be notified to the Directorate-General for Competition of the European Commission.
In the event of a large-scale merger involving economic players with turnover in different states around the world, the parties to the proposed concentration must notify each of the competition authorities concerned.
Thus, in view of this sometimes transnational – or multi-jurisdictional – aspect of economic merger controls, competition law provides a very concrete application of international business law.