The object of this study is the legal framework for the sale or purchase of company shares when the goal of the transaction is the sale of a business. The impact of such transactions on Lithuanian economic development underlines the importance of this study. The recent wave of mergers and acquisitions in Lithuania is likely to substantially increase the number of related legal disputes as well. Legislation on the purchase and sale of company shares and the resulting transfer of business (...) has been enacted in Lithuania only recently. The regulation of such cases remains rather unclear, few cases have been brought to court, and the topic has been barely addressed by legal scholarship in Lithuania to date. It is unclear whether the fact that the real purpose of the transaction is not a simple reassignment of company shares, but business transfer, results in any differences in the interpretation and application of the law. An especially delicate question, raised in Lithuania and other European countries, is whether the buyer may submit a warranty claim to the seller regarding the business acquired. (shrink)

The validity (probability) of non-competition covenants which are typical for business transfer transactions is one of those issues on which discussions go in the international business transfer theory and practice. On one hand, such covenants help ensure the business interests of the buyer, on the other hand, by their nature, they can mean a restriction of competition, which is prohibited by law. This article, based on the analysis of the European Union, the Lithuanian and foreign legislation, case-law and doctrine, is (...) designed for a disclosure of the concept of non-competition covenants, which are concluded by the parties in the context of a business transfer as well as for the identification of the conditions of the validity (admissibility) of those covenants. (shrink)

The Civil Code of Lithuania re-established enterprise (business) as a self-sufficient object of civil rights and introduced several legal transanctions with it, the so- called asset deals (sale-purchase of enterprise and lease of enterprise). Since every transfer of enterprise comprises the transfer (delegation) of debts to the new owner, the legal regulation on asset deals must be orientated to the protection of creditors’ rights. However, the legal practice showed that the existing legal regulation regarding asset deals, in particular the mechanism (...) of the protection of creditors’ rights, is complex, and thus unappealing to legal practitioners. Therefore, this research focuses on an analysis of the legal regulation of the mechanism of the protection of creditors’ rights applicable to asset deals and its impact on the civil turnover of enterprise as an object of civil rights. In order to thoroughly examine the problem of the efficient mechanism of the protection of creditors’ rights, the national legal regulation is analysed in comparison to the legal systems of France, Germany and Russia. (shrink)

The article “Outline of article 5 of the OECD model Convention” is written on a relevant topic, which is important because the object of analysis has many meanings. The author analyzes the concept of permanent establishment, provided for in Article 5 of the Organization for Economic Co-operation and Development Model Convention with respect to taxes on income and on capital. The main goal of the article is to discuss the institute of permanent establishment and to help understand it better. The (...) author does not seek to provide a thorough analysis of the content of Article 5, but rather, to concentrate on its main aspects. Even though the study of permanent establishment, provided in this article, related only to the context of the Convention, it can also be useful while analysing the concept of permanent establishment under the US Model Income Tax Convention and the 2001 UN Model Convention. (shrink)

Financial services have a very significant impact on and meaning to the daily life and welfare of consumers. The spectrum of these types of services is very broad, and their regulation is also changing both at EU and national (Member State) level. In order to implement the main or the most relevant EU level goals, such as high level consumer rights protection, consumer trust in business sector, proper and effective functioning of the EU internal market it is essential to ensure (...) clear and sufficient legal regulation, establish responsibility of the services providers, consumer rights and duties as well as promote, seek for the more effective, faster and cheaper ways of solving consumer and business sector disputes. The authors of this article support the idea that the abovementioned goals can be achieved by close and more fruitful cooperation between the EU and national competent authorities, participation in various ad hoc expert working groups, committees or EUwide networks, such as FIN-NET. This article reflects general ideas about the problems arising in the financial consumer services sector, the activity of the EU and national institutions, seeking to ensure fair and transparent provision of such services to consumers, analysis of alternative dispute resolution (hereinafter – the ADR) methods and the good practice of their application in the EU Member States. This article highly supports the application of alternative, nonjudicial procedures and broader application of the means of selfregulation, such as codes of conduct. (shrink)

Consumer disputes and their nature are changing very fast every day. E-commerce is promoted by the all relevant stakeholders such as European Commission, consumers associations, competent institutions, and business sector in order to achieve the main present goal—consumer confidence in business and full functioning of the internal EU market. Here the third parties are important—trade partners from all over the word. There is no legal relation or actions between disputes and searching for the most convenient, fast, cheap and comfortable. Because (...) of that, this article sets out general views on online transactions and consumer protection in the context of e-commerce and possible online dispute resolution means. The authors of this article are chiefly concerned about legal uncertainty and the jurisdiction as well as applicable law in business-to-consumer (B2C) e-commerce. Online dispute resolution or in other words it is called the ODR is seen as a possibility to solve these barriers in dispute resolution using technology to facilitate the resolution of disputes between parties primarily involving negotiation, mediation or arbitration, or a combination of all three. In this respect it is often seen as being the online equivalent of alternative dispute resolution. However, ODR can also augment these traditional means of resolving disputes by applying innovative techniques and online technologies to the process. (shrink)

The article analyses the legal, economic and other problems of the legal regulation of supervision of business entities in Lithuania and outlines solutions to these problems. The first chapter describes the present situation of the legal regulation of supervision of businesses in Lithuania. The second chapter analyses the problems of the legal regulation of business supervision that the authors consider the most important. The article concludes by offering solutions to the key issues identified.

The form and registration requirements applicable for transfer of close company shares differ in various countries. Discussions on separate related aspects take place in the international business transfer theory and practice. The Lithuanian legal regulation of the said requirements is continually improved, taking into account the experience of other countries and business practice needs. Based on the analysis of the European Union, the Lithuanian and foreign legislation, case law and doctrine, this article is designed for the examination of effectiveness and (...) adequacy of current requirements for the form of share sales transactions as well as expedience of fixing the model of public registration of data about shareholders of a close company. (shrink)

Energy services have a particularly significant impact on the daily life and welfare of consumers. The importance of such services is high, and their regulation is also changing both at the EU and Member States level, especially after the adoption of the Third Energy Package1, which is focused on improving the operation of retail markets to yield real benefits for both electricity and gas consumers. In order to implement the main or the most relevant goal of the EU, such as (...) high level of consumer rights protection, resulting in consumer trust in business sector, proper and effective functioning of the EU internal market etc., it is essential to ensure clear and sufficient legal regulation, establish responsibility of the services providers, consumer rights and duties as well as promote more effective, faster and cheaper ways of solving consumer and business disputes. The authors of this article feel the lack of scientific analysis on this issue. Despite its importance, discussions take place at political or practical level, but no recent analyses exist as to why energy services sector is so fragmented and how it affects different conditions or rights of consumers in various Member States. This article also clearly supports the idea that the above-mentioned goals can be achieved by close and more fruitful cooperation between the EU and national competent authorities, participation in various ad hoc expert working groups and committees, such as the Vulnerable Consumers Working Group. This article reflects general ideas about the problems arising in the energy consumer services sector, the activity of the EU and national institutions, seeking to ensure fair and transparent provision of such services to consumers, it also contains an analysis of alternative dispute resolution (hereinafter – the ADR) methods and good practice of their application in the EU Member States. This article highly supports the application of alternative procedures in the field of energy services and sees them as a possibility to minimise increasing consumer problems, e.g. a new phenomenon – consumer energy poverty in the EU, which is defined as the situation where a household is unable to access a socially and materially necessitated level of energy services at home and pay for the provided services. (shrink)