What is the common structure of the law of business corporations—or, as it would be put in some jurisdictions, company law—across different national jurisdictions? Although this question is rarely asked by corporate law scholars, it is critically important for the comparative investigation of corporate law. Recent scholarship often emphasizes the divergence among European, American, and Japanese corporations in corporate governance, share ownership, capital markets, and business culture.1 But, notwithstanding the very real differences across jurisdictions along these dimensions, the underlying uniformity of the corporate form is at least as impressive. Business corporations have a fundamentally similar set of legal characteristics—and face a fundamentally similar set of legal problems—in all jurisdictions.

Consider, in this regard, the basic legal characteristics of the business corporation. To anticipate our discussion below, there are five of these characteristics, most of which will be easily recognizable to anyone familiar with business affairs.

They are:

# legal personality

# Limited liability

# Transferable shares

# Delegated management under a board structure, and investor ownership.

These characteristics respond—in ways we will explore—to the economic exigencies of the large modern business enterprise. Thus, corporate law everywhere must, of necessity, provide for them. To be sure, there are other forms of business enterprise that lack one or more of these characteristics. But the remarkable fact—and the fact that we wish to stress—is that, in market economies, almost all large-scale business firms adopt a legal form that possesses all five of the basic characteristics of the business corporation. Indeed, most small jointly-owned firms adopt this corporate form as well, although sometimes with deviations from one or more of the five basic characteristics to fit their special needs.

It follows that a principal function of corporate law is to provide business enterprises with a legal form that possesses these five core attributes. By making this form widely available and user-friendly, corporate law enables entrepreneurs to transact easily through the medium of the corporate entity, and thus lowers the costs of conducting business. Of course, the number of provisions that the typical corporation statute2 devotes to defining the corporate form is likely to be only a small part of the statute as a whole. Nevertheless, these are the provisions that comprise the legal core of corporate law that is shared by every jurisdiction.

The labor sector is a dynamic segment in the Thai economic structure. As businesses flourished in Thailand, the workforce likewise increased in figures. Inevitable, Thailand and the courts saw an escalation in the number of labor disputes.

The rights of workers in Thailand are covered by several labor legislations, most prominent of which are the Labor Protection Act and the Civil and Commercial Code. The other statutes on labor are the Labor Relations Act, the Provident Fund Act, the Social Security Act and the Workmen's Compensation Act. Foreign Workers in Thailand are likewise covered by the Alien Working Act of 2008.

Generally, the above labor laws enumerate the employees' minimum rights such as working hours, compensation, work restrictions, welfare funding, allowable vacation and sick leaves, holidays, workmen securities and privileges. These laws also provide the grounds for the dismissal or termination of employees, as well as the provision of severance compensation for workers. Any violation on the guidelines provided by law is a cause for the worker to file a labor case against his employer. The most common case brought before the labor authorities is illegal dismissal or unlawful termination.

Complaints on illegal dismissal or unlawful termination must be brought by the offended employee first to the Labor Relations Committee. At this early level, the Committee explores the possibility of a peaceful compromise between the employer and the employee. If settlement on the issue is an impossibility and the committee finds probable cause against the offending party, it makes the appropriate recommendation for the filing of a labor lawsuit

There are instances when a labor dispute can be filed as a criminal suit. Generally, it is the attendance of fraud which elevates a labor case into a criminal case. Also in cases where the Committee renders an Arbitral award and the paying party fails or refuses to pay compensation, the offended party is advised by the Committee to file a criminal case against his opponent.

Reinstatement to resume status quo at the time of dismissal may be ordered by the court upon a determination that the employee was indeed illegally terminated. If the relationship of the employee and the employer has been severely damaged so that reinstatement is no longer possible, the court may simply specify the amount of damages to be paid to the employee.

Factors to be considered in determining the amount of damages include the following: age of the employee, the length of service, the hardship of the employee at the time of dismissal, the cause of the dismissal and the compensation the employee is entitled to receive.

Before, the amount of damages awarded by the courts is restricted to actual damages only. Moral damages caused by emotional and psychological pain is almost unknown in the Thai judicial system. However, recent decisions by the Thai courts have reflected a change in the practice. As long as moral damages can be substantiated by the offended party, such award is considered in favor of the dismissed employee.

While complainants may file their petition or case without the help of a lawyer, having one will have much advantage. Same as in most forums in Thailand, the proceedings are conducted in the native tongue. The expertise of Thai lawyers will likewise assure the litigant that his rights will be fully protected, and all possible claims for compensation are brought to the attention of the Committee or the court.

Tax in Thailand be it Corporate Tax (Corporate Income Tax (CIT) is a direct tax levied on a juristic company or partnership which is established under Thai or foreign law and carries on business in Thailand) or Personal Income Tax (Personal Income Tax (PIT) is a direct tax levied on income of a person. A person refers to an individual, an ordinary partnership, a non-juristic body of person, a deceased person and an undivided estate) needs to be done yearly.

Overview of Tax in Thailand:

The Thai Revenue Code. Being the central government as the main taxing authority taxes are imposed both at national and local levels in Thailand. The majority of tax collections are administered by the Ministry of Finance.

The Revenue Department under the following categories collects the income tax:

• Corporate Income Tax

• Value Added Taxes (or Specific Business Taxes)

• Stamp duty

• Personal Income Tax

Apart from this the basic tax collecting authorities in Thailand are:

The Customs Department, responsible for collection of import and export duties and The Excise Department, which collects excise tax. Property tax and municipal tax are collected by local authorities.

Personal Income Tax:

Personal Income Tax (PIT) is a direct tax levied on income of a person. A person refers to an individual, an ordinary partnership, a non-juristic body of person, a deceased person and an undivided estate. In general, a person liable for Personal Income Tax has to compute his tax liability, file a tax return and pay tax, if any, accordingly on a calendar year basis.

Corporate Tax:

Corporate Income Tax (CIT) is a direct tax levied on a juristic company or partnership which is established under Thai or foreign law and carries on business in Thailand or derive certain types of income from Thailand.

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The term "juristic company or partnership" (hereinafter called "company") means a limited company, a limited partnership or a registered ordinary partnership incorporated under Thai or foreign law as well as an association and a foundation engaged in business producing revenue. The term also includes any joint venture and any trading or profit-seeking activity carried on by a foreign government or its agency or by any other juristic body incorporated under a foreign law.

Tax Filing and Payments:

Any Thai or foreign company carrying on business in Thailand must submit their tax returns and payments twice a year.

Negotiate a Thailand contract

Distribution agreements (Thailand contract law)

Distribution agreements contain standard terms and conditions, which relate, inter alia, to: the appointment of the distributor as such and the territory covered by the distribution agreement, the obligations of the parties regarding the distribution of the products, such as the provision, by the distributor, of sales forecasts and periodic...

Franchise agreement (Thailand contract law)

Purpose of a franchise agreement The purpose of a franchise agreement is to organize the relationship between a franchisor – a manufacturer or supplier of products or provider of services, who owns the relating trademark and know-how, and a franchisee – a company or individual willing to distribute such products or services under the...

Agreement for provision of services (Thailand contract law)

What provisions should contain an agreement for the provision of services ? A description of the services which should be provided The services which should be provided by the service provider to the client may be described by reference to an exhibit. Their scope, volume and nature should be clearly defined. The agreement may also authorize...

Commercial agency agreement (Thailand contract law)

Commercial agency agreements (and the activity of commercial agent) are strictly regulated in France. The agent enjoys considerable protection as a matter of law, and commercial agency agreements must be drafted with caution to protect both the interests of the agent and those of the principal. Most legal provisions regarding the status and...

Miscellaneous provisions in a Thailand law contract

Although standard, the so-called "miscellaneous" provisions must not be overlooked while reviewing or drafting a contract. Below is a description of such provisions and an explanation why they are important: Independent contractors If the relationship between a service provider and its client is, or transforms into, one of dependence, a...

Intellectual Property Disputes

The vigorous protection of intellectual assets through assertion and defense of ownership rights is critical to an effective business strategy. Retaining an experienced and credible Intellectual Property (IP) expert can make all the difference in achieving the desired outcome in the dispute resolution process.

Navigant’s IP consulting team offers deep industry and technical knowledge and an extensive and successful track record in analyzing and testifying to damages and other economic issues in Intellectual Property disputes of every scope and size. We serve industries and organizations of all sizes and structures involved in patent, copyright, trademark, and trade secret/trade dress disputes. We also handle matters involving:

Unfair competition

False advertising

Right of publicity

Royalty/licensing disputes

Loss of intellectual property rights

Fraudulent conveyance

Many foreign tourists become victims of accidents caused by negligence during their journeys in Thailand. They can be compensated by their insurance companies for injuries sustained, but an insurance policy may not cover all actual injury.

If so, the injured may consider making a personal injury claim against the tortfeasor. The following includes information and the legal aspects of a personal injury claim under Thai law. Personal Injury Claim

The term "Personal Injury Claim" covers a wide range of injuries and accidents. A personal injury can be physical (such as bodily injury, loss or damage of property) or psychological (such as mind, liberty). Time Limitation

Thai law provides different statute of limitations for which you must commence legal action in a personal injury claim. You should therefore get legal advice urgently if you consider claiming compensation.

The most common claim in a personal injury case is negligence and the statute of limitation for a negligence case is one (1) year. This means that a personal injury claim must be filed with the competent court within one (1) year after you first became aware

(i) that you have suffered an injury and

(ii) that you know who should be held liable to pay compensation.

Compensations

Compensation amounts awarded vary from claim to claim, depending on many different factors (such as supporting documents, witnesses present), even for similar injuries.

In the case the bodily injury caused by negligence or accident, the following compensation may be claimed:

Hospitalization Cost (such as, medical expense, transportation, etc); Loss of Income; Loss of Working Opportunity; and Others (such as, loss due to physical disability, etc).

The Thai court has the power to consider fixing the compensation amount based on significant circumstances and seriousness of the injury. Important Notes

If you are considering taking legal action and have not yet been to a legal counsel, you will need to be aware of the time limits for taking legal action in the Thai court.

If you are thinking about making a personal injury claim, you will need to get complete information on the process involved, how much compensation you could be awarded and, whether your claim is likely to succeed. If you are looking for more information or you would like to ask us about something specific, please e-mail us or give us a call.

What is medical malpractice?

Whilst the term “medical malpractice” or “medical negligence” may bring up many common perceptions, exploring the actual definition of what a medical malpractice case involves can reveal various factors which make the issue of medical malpractice much more complex.

The idea that any patient who experiences any adverse effects of medical treatment could successfully bring a claim for medical malpractice is somewhat misguided and in reality, medical malpractice claims explore much more complex issues, such as the standard of care provided and the performance of the medical professional in question.

When a malpractice claim is brought against a medical professional, the emphasis of the claim is placed not on the result of any care provided, but on the standard of care. Ultimately, a medical malpractice claimant would have to demonstrate that the standard of care provided was below that expected of a trained professional.

In the majority of jurisdictions, an “acceptable standard of care” would be considered to be one which complied with the codes and principles recognised by a responsible medical association, such as the BMA or General Medical Council. If a medical practitioner is found to have been compliant with such standards, then there is no medical malpractice.

However, it is not enough for a patient to merely demonstrate that they received substandard care, or that the results of the treatment were poor. They must be able to prove that it was the poor performance of a medical professional that caused the unsatisfactory result.

This process is known as causation and is usually based on the evidence of an expert witness. It is this stage, proving a direct link between the actions of a medical professional and the harm a patient experiences, which often proves to be the most difficult aspect of a medical malpractice claim.

Real Estate Dispute Resolution

Disputes over real estate can have particular sensitivities, especially when the parties in dispute need to protect and manage their ongoing business relationships and reputations.

Our focus is always on early resolution where possible, finding a clear path through the complexities of the situation and taking a practical and realistic view of events. We think laterally and creatively to manage the risks and develop the optimum case strategy.

Our international Real Estate Dispute Resolution team has a broad international reach, comprising over 60 specialists.

All work follows our unique and award-winning ‘RAPID Resolution’ methodology, providing early advice on your prospects, the risks you face and advice on the best way forward commercially.

According to an independent survey of our clients, 96% would recommend us for litigation work and 93% were either very or extremely satisfied with the clarity of our advice and expertise.

We are deeply involved in the real estate market, through our strong client relationships and network of industry contacts, giving us unbeatable market knowledge which we share with our clients to help inform and direct their strategy and tactics.

Our practice covers every conceivable type of property-related dispute, including:

# Alienation/alterations: disputes relating to applications for consent.

# Site assembly: strategies in relation to existing tenants, restrictive covenants and due diligence in relation to commercial, residential and mixed-use schemes.

# Rent review: issues of timing, interpretation, strategy and evidence.

# Lease termination: forfeiture, surrenders, break notices and notices to quit.

# Repairs: interim and terminal schedules of dilapidations and wants of repair.

# Services: enforcement of landlord's obligations to provide services and disputes as to service charge recovery/transparency of charges.

#Security of tenure: dealing with strategy and proceedings in relation to contested and uncontested lease renewals.

# Insolvency: liquidation, administration and receivership of landlords, tenants and sub-tenants.

# Tenant disturbance: breach of quiet enjoyment/nuisance.

# Professional negligence: including claims against solicitors, valuers and agents

As well as unrivalled expertise in these “core” areas, we also have a number of niche specialisms in:

Agricultural law

Equality Act: disabled access, reasonable adjustments, statutory questionnaires, complaints and claims

# Energy and Wayleaves

# Rating valuation advice & appeals

# Rights to Light

# Registered Social Landlords

# Property related contentious

# telecommunications

# Judicial Review