Browsing by Subject "choice of law"
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(2023)Abstract Faculty: Faculty of Law Degree programme: International Business Law Programme Author: Aitor Sevillano Orbegozo Title:” Exclusivity agreements in international business operations; Risks and best practices. Level: Master’s thesis Month and year: November 2023 Number of pages: 79 Keywords: Exclusive dealings, competition law, international law, employment law, freedom of contract, choice of law, EU Law, exclusive clauses, contract law. Supervisor: P. Sean Morris Where deposited: E-thesis Helsinki University Abstract: This thesis will address the question of exclusivity clauses in business operations at the international level, consequentially establish what the risks are, and determine the best practices for entering into an exclusive commercial agreement in an international context. I will explore the international business environment and how companies interact with other undertakings in this environment. We will proceed by studying exclusivity in its different forms and aspects in a contractual context and dissecting exclusivity dealings exposing its features and effects, as well as looking at them through a dimensional prism. This will serve to understand and see how exclusivity terms affect the parties to an international business arrangement and the effects they have in the market they operate. Using principles of legal theory such as freedom of contract, and using a theoretical approach, a study of the effects of exclusivity will be elaborated considering the factors and attributes inherent to the inclusion of exclusivity terms in a commercial contract. Classifying and studying the effects of exclusivity considering the effects as isolated items and how these shape the relationship between the parties and play a role in international business operations. We will examine how exclusivity clauses position the parties in respect to their contractual relationship. Laws and regulations applicable to exclusivity agreements will be identified and considering these, the applicability and validity of exclusivity clauses and agreements will be scrutinised. Competition law and employment law will be the main fields of exploration to observe and study how these two fields of law regulate exclusivity terms in view of the horizontal and vertical direction of exclusivity agreements between the parties. We will use the examples of EU and UK regulations as they have a different angle in approaching the validity of exclusivity agreements. Following the identification of the main elements of exclusivity agreements, based on Competition end employment regulations as well as business elements, I will classify and identify the risks that the use of exclusivity agreements has for international commercial agreements, from an operational and legal perspective. Considering the risks and the features of exclusivity agreements, I will propose best practices to avert or remedy the risks and to achieve the best efficient use of exclusivity agreements.
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(2021)This thesis focuses on the choice of law rules in a transnational employment contract. The research object is the new law published in China in 2010, which will be provided an observation on the law content, empirical research on the implementation and practical issues in China, and a comparative study of the rules in the EU to provide potential helpful suggestions on improving the choice of law rules in China. In the disputes arising from the employment relationship which has foreign factors, e.g., foreign employers, foreign workers, posting workers overseas, etc., the applied law to the case is one significant issue in the field of private international law. Such rules in China were not unified in law until the establishment of the Law of the PRC on the Laws Applicable to Foreign-related Civil Relations (LAL). However, the empirical research shows that although the transnational employment contract disputes in China increase in the last decade, the implementation of LAL still meets obstacles from the courts’ lack of attention to the foreign-related factors, poor knowledge of using LAL appropriately, etc. Besides, the flaws of law content, e.g., obscure terms, no specific distinguishment from the collective agreements, controversial understanding of mandatory provisions, lack of party autonomy and practical use of closest connection principle, etc., lead to academic concerns. With a comparison of such rules in the EU, some suggestions are provided, for example, allowing the party’s choice, which could be limited by introducing objectively applicable law; clarifying the obscure terms, e.g., working place, business place, etc.; putting the closest connection principle in a practically useful position; etc. However, due to the current obstacles, some suggestions may not be accepted currently. Besides, with many important external factors, e.g., the impact by the new PRC Civil Code, the One Belt One Road Initiative, the Covid-19, etc., the improvement of the choice of law rules in China is necessary and would meet more challenges in the future.
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