Common Limited Liability Companies for Foreign Investment in ASEAN 

The coming ASEAN Economic Community continues to attract global attention as a popular business and investment destination. However, in today’s marketplace, it’s difficult to stay current with all the information available, and for the potential investor, the amount of relevant data is staggering. One of Dej-Udom & Associates’ strengths is its ability to serve as an international legal and business resource for investors interested in Southeast Asia. Our ongoing series of reports and articles allows the firm to pass on significant information about the region. A limited liability company is a preferred business structure for foreign investors in ASEAN countries; and in Part II of this article, our Corporate Department summarizes the process for incorporating a limited company in five ASEAN countries – Laos, Myanmar, Philippines, Singapore, and Vietnam. We’ve updated the Vietnam section to reflect the changes under the new Enterprise Law and Investment Law which come into effect on July 1, 2015. More…

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Ohio Statehouse Update: This Week in Ohio – June 26, 2015

The Ohio General Assembly completed its work today on House Bill 64, the state’s two-year operating budget. The Ohio House voted in favor of the bill 61-34; the Ohio Senate had voted 23-9 in favor of the bill on June 25. The Conference Committee, comprised of six members from the House and Senate charged with resolving disagreements between different versions of the budget bill, met on June 24, with the hearing lasting until early the next morning.

As is often the case, the budget passed in a largely partisan manner. Republicans lauded the bill’s inclusion of increased funds for K-12 and higher education, along with tax cuts for all Ohioans.

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Estate Planning Alert: US Supreme Court says yes to same-sex marriage

Today, the U.S. Supreme Court (SCOTUS) ruled that both opposite-sex and same-sex couples have the fundamental right to marry and recognize the advantages (and disadvantages) of marriage. SCOTUS ruled that states cannot ban same-sex marriage, because it is a violation of the 14th Amendment (the right of all citizens to equal protection). SCOTUS went on to rule that states must recognize marriages performed in other states and countries. Again, not recognizing same sex marriages performed in another state or country is a violation of the 14th amendment.

This means that couples living in states that were once non-recognition states, like Florida, Michigan, and Ohio, can now marry in their home state or anywhere else in the United States that they choose. They will have the same rights and benefits of opposite-sex couples, such as choosing the state in which to marry; adopting their children together; and owning a home as tenants-by-the-entirety (where that is available). Same-sex married couples will now also have the right regardless of what state they live in to make decisions for their hospitalized spouse, file state income tax returns jointly, and receive the same retirement and medical benefits that are allowed for spouses. Same-sex spouses will now be eligible for Family Medical Leave Act for their spouse, and to be treated as a beneficiary under state law.

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Beskatning af hovedaktionærers renteindtægter ved udlån til eget selskab

Selskaber er ejet af kapitalerejere eller aktionærer/anpartshavere. Betegnelsen af ejeren er mangeartet. En hovedaktionær er en særlig form for kapitalejer. Begrebet hovedaktionær er velkendt inden for skatteretten, og der er rent faktisk en præcis definition heraf i en bestemmelse i aktieavancebeskatningslovens § 4, stk. 2. En hovedaktionær er en person, der ejer mindst 25 % af kapitalen eller råder over mere end 50 % af stemmerne. Når man skal opgøre ejerandelene, medregner man de ejerandele, ens nærtstående er ejer af. Nærtstående er bl.a. beslægtede i opad- eller nedadstigende linje, ens ægtefælle samt andre kontrollerede selskaber.

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LatinWorks Gets Creative for Hispanic Audience

Hispanics are the largest and youngest minority group in the United States, and you can bet that major advertisers want to reach them.  Actually, an agency called LatinWorks did make that bet, opening its doors in 1998 with a focus on “cultural branding” and creative work that spoke to a Hispanic audience.  The bet has paid off handsomely; LatinWorks now has more than 170 employees, more than $200 million in billings, and offices in Austin, TX and Detroit, MI.  The agency’s explosive revenue growth (32 percent in 2013) helped land it the number nine spot on AdAge’s 2014 A-List.

Also helpful: standout creative work that has brought in a slew of awards (including multiple Cannes Lions) and accounts (Dominos … Continue Reading

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Advertising, Marketing & Promotions Alert >> FTC Updates Answers to Frequently Asked Questions About Endorsement Guides

The Federal Trade Commission (FTC) recently updated its answers to a series of frequently asked questions (New FAQs) about its Guides Concerning the Use of Endorsements and Testimonials in Advertising (Guides) (to see a previous D&G alert on the FTC’s Guides, click here). The New FAQs provide long-awaited guidance on endorsement-related issues with respect to incentivizing “likes,” pinning photos, streaming videos, and making disclosures on Twitter. The New FAQs also include sections on employee endorsements, social media promotions and online review programs – areas of recent FTC enforcement and concern (to see a previous D&G alert on social media promotions and online reviews, click here). More…

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C’est vrai: Québec government to continue seeking use of French on store signage

The Canadian media, including the CBC, is reporting that the Québec government intends to continue its fight to require the use of French on signage where trade-marks and business names are otherwise displayed in English.

This is the latest development in a dispute that has gone on for a number of years.  As previously discussed in our post from November 23, 2012, a number of well-known retailers took the Québec government’s French language watchdog, the Office québécois de la langue française (“OQLF”), to Court over a requirement that all retailers must use either a generic French descriptive word or a French language slogan or explanation to reflect what they are selling, if their signage features an English language trade-mark – even if such trade-mark is registered under the Federal Trade-marks Act.

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SCOTUS Upholds Exchange Subsidies – King v. Burwell

firm_sgersonIn a split decision announced today, June 25, the U.S. Supreme Court, in King v. Burwell, ruled in upholding the tax credits to individuals in all states, including those with only a federal exchange.  In a 6-3 decision, Chief Justice Roberts delivered the opinion of the Court.

“Congress passed the Affordable Care Act to improve health insurance markets, not to destroy them. If at all possible, we must interpret the Act in a way that is consistent with the former, and avoids the latter. Section 36B can fairly be read consistent with what we see as Congress’s plan, and that is the reading we adopt.”

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California Court Of Appeal Holds That Party Seeking To Enforce Forum Selection Clause As To Unwaivable Statutory Rights Has Burden To Show Enforcement Would Not Diminish Rights

California Business & Professions Code § 16600 contains a strong public policy against non-competition agreements.  To address this prohibition, some employers have included choice of forum provisions in their employment contracts to give them the option of initiating an action in a more non-compete friendly jurisdiction and obtain leverage in the litigation.  Some federal district courts have enforced those forum selection clauses.  Marcelo v. Ivy Ventures, LLC, No. C 10-04609, 2010 U.S. Dist. LEXIS 134333 (N.D. Cal. Dec. 9, 2010); Google, Inc. v. Microsoft Corp., 415 F. Supp. 2d 1018 (N.D. Cal. 2005); Hartstein v. Rembrandt IP Solutions, 2012 U.S. Dist. LEXIS 105984 (N.D. Cal. July 30, 2012); see also Hegwer v. American Hearing and Assocs., 2012 U.S. Dist. LEXIS 24313 (N.D. Cal. Feb. 27, 2012); Swenson v. T-Mobile USA, Inc., 415 F. Supp. 2d 1101 (S.D. Cal. 2006) (in case filed by employee in California after former employer had commenced enforcement action in Washington, California court dismissed and held that “[e]nforcement of the [Washington] forum selection clause itself here does not contravene a strong public policy of California).

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Estate Planning – Four Essential Documents

Estate planning can sometimes appear complicated, full of acronyms and sophisticated sounding concepts. While it is true that estate planning can be complicated, in its simplest form, an Indiana estate plan should consist of at least the following four documents:

  1. Last Will and Testament. In its most basic form, your Will provides for you to direct the distribution of your assets titled to your name individually upon your death and appoint a person (or persons) to administer your estate upon your death. If you die without a Will, assets titled in your individual name may be subject to intestate administration. More…
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