Business Law
1. Vincent owns 32% of Lumineers GmbH, dedicated to lamp material productions and serves as managing director. Lumineers was struggling to pay its debts due to the health crisis, so Vincent suggested that the company sell some of its led design lamps to Punktlicht AG. The process goes through, but after the sale, shareholders at Lumineers discovered that Vincent owned 50% of Punktlicht. They demanded that he gives the Punktlicht stock back to Lumineers. Look at the following questions below and answer to them in detail.
a) Although the directors of a company have the freedom to manage the company largely as they see fit, has Vincent acted correctly or has he violated any of his duties?
In my opinion he did not, he´s just moving cash to the other company to pay debts, but at the same time it´s not correct and can be accused of fraud.
b) If Vincent has violated his duties, which and how?
He´s piercing the corporate veil, using the other company for fraudulent purposes.
c) Can this acquisition be considered as a merger? If this would be the case, explain what type of merger and what will be the requirements for notification to the competition authorities. Should the notification be made to the European Commission or to the German competition authorities?
No, each company has its own legal entity and they´re independent from each other. It should be notified to German authorities.
2. Georgia is an opera singer whose performance are often sold out worldwide. Georgia entered into a contract with the Munich Opera House to perform on March 15th and 16th, 2020. Munich Opera House paid €100.000 to advertise Georgia’s performance in print and online and had advance ticket sales for more than half of the seats at each performance.
a) On March 13th , Georgia’s representative calls informing that Georgia has been infected with COVID-19 and is under quarantine. As a result, Georgia is unable to perform at Munich Opera House on March 15th and 16th .
· Is Georgia liable to Munich Opera House for breach of contract? Discuss your answer in detail.
Yes, because it´s a complicated sickness, it´s better that she stay at home taking care of herself, for his safety and the others.
· Can Georgia terminate the contract based on force majeure or extraordinary circumstances? Discuss your answer in detail.
Yes, we´re in a pandemic and there´s rules that we have to follow, and because this virus is very contagious she must not be exposed in public, I’ll be in risk the people´s safety, so the
best for all is to terminate the contract based on this extraordinary circumstances or force majeure.
b) Instead of the facts (a) assume that Georgia’s representative calls Munich Opera House and tells them that she will not perform because she has received a better offer to perform at the Berlin Opera House on the same dates.
· Would the Munich Opera House be able to obtain an order of injunction preventing Georgia from performing at the Berlin Opera House on March 15th and 16th ? Discuss your answer in detail.
Yes, they made the contract first with Georgia, and she can´t breach the contract in this situation, she must follow the contract that she already did.
3. Read the following statement: “Intellectual property (IP) is a property right established in law to exclude others from using, without authorization, your intellectual creations and innovations. IP rights allow you to commercialize and exploit your innovative and creative ideas.”
Based on the above statement, answer the following questions:
· Which are the types of intellectual property rights?
o Copyright
o Patents
o Trademarks
· What do they protect?
Your intellectual creations and innovations.
· Provide examples of what is protected by each.
o Utility models
o Industrial design
o Trade secrets
· As a business manager, how are your creations and innovations protected?
The competition will not be able to steal and copy your creations or ideas, and also take credit for it.
· How long is your innovation protected?
Until 70 years after you die.
· How many of the IP rights need to be registered?
License and assignment
· Why is it important that as a startup you include your IP rights in your business plan?
Because it will protect all your creations, ideas, future projects, also the name of your company, etc. Without doing it other companies can copy or steal everything you do or have about your company.
a) Although the directors of a company have the freedom to manage the company largely as they see fit, has Vincent acted correctly or has he violated any of his duties?
In my opinion he did not, he´s just moving cash to the other company to pay debts, but at the same time it´s not correct and can be accused of fraud.
b) If Vincent has violated his duties, which and how?
He´s piercing the corporate veil, using the other company for fraudulent purposes.
c) Can this acquisition be considered as a merger? If this would be the case, explain what type of merger and what will be the requirements for notification to the competition authorities. Should the notification be made to the European Commission or to the German competition authorities?
No, each company has its own legal entity and they´re independent from each other. It should be notified to German authorities.
2. Georgia is an opera singer whose performance are often sold out worldwide. Georgia entered into a contract with the Munich Opera House to perform on March 15th and 16th, 2020. Munich Opera House paid €100.000 to advertise Georgia’s performance in print and online and had advance ticket sales for more than half of the seats at each performance.
a) On March 13th , Georgia’s representative calls informing that Georgia has been infected with COVID-19 and is under quarantine. As a result, Georgia is unable to perform at Munich Opera House on March 15th and 16th .
· Is Georgia liable to Munich Opera House for breach of contract? Discuss your answer in detail.
Yes, because it´s a complicated sickness, it´s better that she stay at home taking care of herself, for his safety and the others.
· Can Georgia terminate the contract based on force majeure or extraordinary circumstances? Discuss your answer in detail.
Yes, we´re in a pandemic and there´s rules that we have to follow, and because this virus is very contagious she must not be exposed in public, I’ll be in risk the people´s safety, so the
best for all is to terminate the contract based on this extraordinary circumstances or force majeure.
b) Instead of the facts (a) assume that Georgia’s representative calls Munich Opera House and tells them that she will not perform because she has received a better offer to perform at the Berlin Opera House on the same dates.
· Would the Munich Opera House be able to obtain an order of injunction preventing Georgia from performing at the Berlin Opera House on March 15th and 16th ? Discuss your answer in detail.
Yes, they made the contract first with Georgia, and she can´t breach the contract in this situation, she must follow the contract that she already did.
3. Read the following statement: “Intellectual property (IP) is a property right established in law to exclude others from using, without authorization, your intellectual creations and innovations. IP rights allow you to commercialize and exploit your innovative and creative ideas.”
Based on the above statement, answer the following questions:
· Which are the types of intellectual property rights?
o Copyright
o Patents
o Trademarks
· What do they protect?
Your intellectual creations and innovations.
· Provide examples of what is protected by each.
o Utility models
o Industrial design
o Trade secrets
· As a business manager, how are your creations and innovations protected?
The competition will not be able to steal and copy your creations or ideas, and also take credit for it.
· How long is your innovation protected?
Until 70 years after you die.
· How many of the IP rights need to be registered?
License and assignment
· Why is it important that as a startup you include your IP rights in your business plan?
Because it will protect all your creations, ideas, future projects, also the name of your company, etc. Without doing it other companies can copy or steal everything you do or have about your company.
