I am the president of Natural Vitamins Inc ("Natural Vitamins?) which manufactures and sells all-natural vitamins and food supplements in the United States, mainly through chiropractors. I founded the company with David and Corinne, owning about 65% of the capital all together. Our company, located in Wisconsin, USA, is today the market leader, with annual sales of around $300 million. Owing to the situation in the United States, we are thinking to enter the European market. We are in a situation in which we need to understand the international business law as we are an American company ready to venture into the European business. In fact, since the international trade has become important, laws and regulations have been set up to regulate it. For instance the World Trade Organization (WTO) is one of the most important organization to regulate international exchanges. The international business law sets rules to help firms to conduct business in an ethical way, protect consumers, regulating competition and illegal practices.
[...] We will not have any problem if the acquisition is not finalized. So, we know that we have no obligation to finalize the deal with Medelys Sas, we will not have any problem with them in that way. But we have now to understand if it is really interesting for us to do it or no? o Non competition clauses in employment contracts The non competition clause in an employment contract is a restrictive covenant. We know that Medelys Sas has such a covenant in its employment contracts for the key sales team members. [...]
[...] These points want to say that if our products are authorized in Europe, one time we will have make the deal with one or both of the companies, there will not have problem to import products from a country to another one through Europe International Business Law We will now study each solution, one by one. CONCERNING THE SHAKE ME SOLUTION: The Shake Me solution is the one to make a partnership with an English company. A general partnership is an association of people carrying on a business with the goal of earning a profit. [...]
[...] In that way, we are in a situation in which we need to know the international business law as we are an American company ready to make business in Europe. In fact, since the international trade is become more and more important, laws and regulations have been created to regulate it. We can cite for example the World Trade Organization (WTO) which is one of the most important organization to regulate international exchanges. The international business law sets rules to help firms to make business in a good way, but also to protect consumers, regulating competition and illegal practices. [...]
[...] When there is a sale of a business, we have to look at the transactional settings. In that way, the non competition clause wants to say that the sales members of Medelys Sas will not be allowed to open a similar business in the same area, and to use the 13 International Business Law client database, if the company is sold to another one. In fact, signing its employment contract, the employee has “promised not to work for a competitor for a certain length of time after leaving the current employer”3. [...]
[...] SUMMARY o Principal legal issues: Legislation to take into account, importation, distribution, purchase of a foreign company, competition. o Main questions to look at: Verify the legislation to take into account, is there a need of arbitration, our products are they allowed in Europe, how to have the license, what is the value of an exclusive distribution method and its limits, what is the procedure to buy a French SAS, what is the value of a memorandum of understanding, what are our current obligations toward Medelys Sas, are we able to buy the company and is it a reasonable price? [...]
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