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CRITICAL ISSUES IN INTERNATIONAL DISTRIBUTION
Termination Indemnity to Distributors, "Illicit Commissions", Revision of EC competition rules
2009 Annual Meeting of the International Distribution Institute
FRIDAY 12 JUNE AND SATURDAY 13 JUNE 2009, BARCELONA (SPAIN)
| IDI Conference | Programme | Registration | Practical Information | Full Programme PDF |
The International Distribution Institute (IDI), the leading organization dealing with international distribution law, will hold its 2009 annual conference in Barcelona.
The conference is addressed to lawyers and businessmen involved in negotiating, drafting and managing international distribution contracts (agency, distributorship, franchising, etc.) and will deal with a number of topical issues which justify an in depth discussion between the participants and qualified experts in this field. The conference has been organized in collaboration with the European Company Lawyers Association (ECLA) and l'Union Internationale des Avocats (UIA).
The conference is divided into a main session (on Friday 12 June) and three parallel workshops on specific issues chosen by IDI in collaboration with its members (on Saturday 13 June, morning).
This year the main session (Friday, 12 June) is devoted to two different themes of general interest for those involved in distribution:
Distributors who act as buyer-resellers and not as mere intermediaries play a role which is, in some cases, very similar to that of commercial agents. By introducing the supplier's products in a new market they often develop a customer base of which the supplier may benefit after contract termination. It is therefore not surprising that distributors wish to be indemnified for their efforts at the end of the contract. In some countries the distributors are protected through specific laws (e.g. Belgium) or by applying the same rules to agents and distributors (e.g. some Arab countries and some countries of Central America). In most countries no right to indemnity is foreseen, but in some cases the courts have recognized such a right, mainly by extending the rules on agency to distributors.
The session will first give an overview of national laws which recognize the distributor's right to a termination indemnity and thereafter deal with national case law dealing with this issue. The speakers will in particular consider:
Finally, possible strategies for suppliers and distributors for avoiding (or warranting) an indemnity will be discussed.
In the last years there has been an increasing trend towards combating bribery, which also reflects on 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 will first deal with the legal framework (OECD Convention on combating bribery, the Foreign Corrupt Practices Act of the US and other domestic laws) and with private initiatives (like the ICC Recommendations on combating extortion and bribery) and with the issue regarding payment of commissions to intermediaries who use them for corruption purposes.
Thereafter the speakers will deal with arbitral case law on illicit commissions, in order to see where arbitrators put the borderline between lawful and unlawful commissions.
The session will be concluded with a discussion about possible guidelines that a responsible principal should follow when dealing with situations which may give rise to conflict with anti-bribery rules.
The second session (Saturday June 13, morning) will deal with three parallel workshops on the following themes:
This workshop intends to analyze two critical issues which could be resolved within the context of the revision of regulation 2790/1999 which should be replaced in 2009.
These issues are:
IDI will establish in the framework of this session a recommendation to be sent to the European Commission, explaining the point of view of our association.
For many foreign exporters negotiating contracts with agents and distributors in the Arab countries is a complicated business, particularly because of the difficulty of understanding the local laws and the way they are implemented in practice. The workshop will give the possibility to meet a number of experts of these countries who will give valuable information about law and practice of distribution in the Arab world.
Franchising networks are expanding across the borders and franchisors must choose the most appropriate strategies for approaching foreign markets. The speakers will discuss the two main alternatives, master franchising and area development agreements and a number of connected issues, such as the choice of applicable law and the selection of the most appropriate means for dispute resolution.
For more information see the practical information hereafter.