International Business Law

Prof. M.E. Storme

2022-2023
 OVERVIEW CH.1.
◼ Sources of law

◼ Players:
- States as rule-makers / trade partners / strategic
actors / immunities
- International organisations
- NGO’s
- Business as actors, rule-makers, ….
 SOURCES
international law v. international
sources

◼ Distinction:
- Rules of international origin
- Rules of international public law (ius gentium)
◼ International public law distinguished from:
- (national) public law (constitutional,
administrative, criminal, tax, ...)
- private law including « international private
law »
 SOURCES
the international legal order (ius gentium)
- Classic view: international legal order as legal order between states
and/or international organisations / dualism

- Nuance 1:
- private organisations as players; access of private parties to
international organisations (incl. courts)

- Nuance 2:
- direct effect of rules of international law in the internal (national)
legal order (if accepted by national constitutional law)
 SOURCES
sources of international public law

◼ (Formal) sources of international public law (ius

gentium):
- Treaties
- Customary law, general principles of law
- Decisions of international organisations
- Soft law
 SOURCES
Treaties (categories)
- parties: bilateral, multilateral
- domain: commerce, war & peace, diplomatic relations, foreigners ...
- legal form: traité-convention (mutual obligations) / traité-loi
(introducing legal rules).
Some important types:
* FNC (friendship navigation commerce); free trade zone or economic
union, customs, GATT and other WTO treaties ...
* founding international organisations
* investment treaties, state loans
* judicial cooperation (e.g. extradition, evidence)
* « demarcation » e.g. double taxation avoidance treaties; jurisdiction
and enforcement; conflict of law rules
* unification of law; minimum standards (esp. human rights)
 SOURCES
Treaties: unification of law
◼ Domain:
- either limited to transnational relationships (international sales,
international transport, ...)
- or also applicable to domestic ones (e.g. bills of exchange)
◼ Sometimes different versions (creating confusion)
 SOURCES
Treaties: unification of law
◼ How to interpret:
- General rules in the 1969 Vienna Convention on the Law of Treaties*
- In many conventions a clause demanding autonomous interpretation (eg
art. 7 CISG, see Ch. 4)
- usually no institution with the authority to give a uniform interpretation
- exceptions: Benelux Court, Court of Justice EU, OHADA Common Court
(Abidjan), Caribbean Court of Justice (Caricom), etc.
- exchange of information (Lugano Treaty, CLOUT and CISG Digest, …)
◼ Discussed more in detail in Ch. 4 (Sales). Tension between:
- need for common interpretation methods and common interpretation
- Taking into account the national environment in which the rule has to
function / be applied.

* 116 ratifications; not signed by i.a. France, India; not ratified by i.a. USA
 Treaties: effects/sanctions
◼ Effects in the international legal order:
- international liability of states
- international jurisdiction, i.a.:
- International Court of Justice (established by the UN Charter; jurisdiction in principle only based
on consent)
- Permanent Court of Arbitration (established by the Hague Convention for the Pacific Settlement of
International Disputes 1899/1907, 119 members)

◼ Possible sanctions:
- determined by treaty provisions (e.g. antidumping measures)
- customary law: prohibition of boycott (unless an obligation to
boycott is imposed) (in practice business parties may be caught
between conflicting policies imposing boycott c.q. prohibiting to take
part in it)
- (rarely) binding dispute settlement, eg DSU in WTO
 Treaties: effects
◼ Effects in the domestic / national legal order, before the domestic
courts (so-called « direct effect »). Conditions determined
by national constitutional law, usually the following:

- either implemented or directly applicable by virtue of another rule

(adde: doctrine of (vertical) « direct effect » of EU-Directives)
- content of the rule must be sufficiently precise and unconditional to
be applied without further measures of implementation (self-
executing) (NB. This is a question which also arises within a legal
order, whether a rule is self-executing or not)
- Examples in EU (member states legal order): many rules in EU-
Treaties; obligations from the OHADA Treaty.
- Not: GATT (C-149/96, Portugal v. Council; C-377/02 Van Parys)
- Not: EU/UK TCA (art. Comprov 16)
 SOURCES
International customary law
◼ Conditions
- objective element: (widespread) general practice
- opinio iuris: accepted as law
Often disputed ! (see e.g. Chapter Investment law)
Sometimes extended to « general principles of law » as a
new kind of natural law

◼ Importance
- limited in the field of international economic law
- more important in other fields (rights & immunities of
states; war & peace; human rights (aspects of), …)
 SOURCES
Decisions of internat.organis.
◼ Sometimes binding:
- Decisions concerning the internal operation of an IO
- Binding force provided by treaty (see supra on the
conditions of direct effect)
- e.g. resolutions under Ch. VII UN Charter (Security
council). According to art. 103 UN Charter priority over
any other rule (thus even ECHR).
- e.g. decisions of EU institutions within their competence
(as to direct effect, instruments differ – regulations,
directives, decisions, ...)
- see also WTO law
◼ If not binding: = soft law
 SOURCES - « Soft law »
◼ Types:
- non-binding decisions of International Organisations
- non-binding treaties (gentleman’s agreements)
- codes of conduct; recommendations; ‘principles’
- Still softer: legislative guides, …
- The ILC (international law commission – expert group of
the UN) has prepared many drafts (treaties, articles,
principles) – some have been enacted as treaties
◼ (Possible) effects:
not legally binding; but used for interpretation of binding
instruments; political consequences; moral effects;
commercial pressure; de lege ferenda (model for future
rules), chosen as rules by the parties
 SOURCES
The national legal order
◼ National law includes international public law (and other
international sources) as far as « received » (conditions
for reception and possible « direct effect » are
determined by national constitutional law)

◼ National public law and private law may have sources of

international origin (eg human rights, uniform laws, ...)

◼ Application of foreign national law in transnational

relationships ?
Distinction between public law and private law < next
slides
 SOURCES
Effects of national / foreign public law
◼ Public law includes: administrative law, tax law, criminal law,
competition law and other economic public law (e.g. import &
export regulation, valuta exchange regulation; supervision of
financial institutions and markets, expropriation, ...)
◼ Starting point: each country applies only its own public law
according to its own criteria of applicability
- application is usually territorial, sometimes extraterritorial (e.g.
taxes, competition,…). In how far accepted by international law ?
- demarcation by treaties (e.g. double tax avoiding treaties; criminal
jurisdiction, etc.)
◼ Exceptions (states applying foreign public law): cooperation treaties
in matters of public law, e.g. assistance in enforcing criminal
sanctions, collecting taxes, extradition, …
 SOURCES
The (national) ’international private law’
◼ Private law = property, contract (incl. labour), tort,
restitution, company law, trust, intellectual property, ….
(NB. Types of rules: mainly ‘property rules’, ‘liability rules’, ‘governance rules’)

◼ Application of private law in transnational relationships is

determined by rules of « IPL ».

Basically 2 types of rules of IPL:

- conflict rules (national or uniform)
- substantive rules of IPL (mostly uniform rules) (often
applied only after the conflict rule)
See topic 2.
 PLAYERS
States as rule-makers
◼ State as legislator / rulemaker (government):
- direct (national sources of national law)
- creating international sources: concluding treaties, etc.
- ratifying and implementing international sources (incl.
uniform law)
- founding of, and taking part in international
organisations

◼ State as contracting party to conventions of international

public law engaging itself in obligations (e.g. commodity
agreements, bilateral or multilateral trade agreements,
...)
 States as trade partners
◼ Purpose: contracts to obtain or sell goods an services for use by the
government of by its citizens

◼ Methods: directly as contracting partner or through state companies

or mixed enterprises / joint venture (many gradations)

◼ Regulation of the international trade (see WTO law, e.g. public

procurement opened to foreign business)

◼ State as contracting party: corruption risk; international rules to

fight corruption esp. on the active side. I.a. UNCAC (UN Convention
against corruption, in force 2005) (since 2017 also Japan ratified),
next slide

◼ State as contracting party: determine the applicable law(s)

 States as trade partners
◼ UNCAC (UN Convention against corruption, in force 2005
 States as trade partners -
UNCAC
◼ Anti-Corruption Policy:
UNCAC (UN Convention against corruption, in force 2005)
◼ Ch. 2: preventive measures (i.a. anti-corruption bodies, recruitment
principles, codes of conduct for public officials, appropriate system
of public procurement, money-laundering prevention,
◼ Ch. 3: criminalization (bribery of officials, diversion of property by
public official, trading in influence, abuse of functions, bribery in
private sector, laundering of proceeds of crime, obstruction of
justice, etc.)
◼ Ch. 3: law enforcement: prosecution; freezing seizure and
confiscation, compensation for damage, protection of witnesses
etc., overcoming bank secrecy, ...)
◼ Ch. 4 international cooperation (extradition, legal assistance, etc.)
◼ Ch. 5 Asset recovery; .....
 States as trade partners
◼ Companies are expected to take their responsibility when doing business
with partners that may engage in corrupt behaviour:
- There is a OECD Convention on Combating Bribery of Foreign Public
Officials in International Business
- Allowing small facilitation payments and payments allowed by the written law of the country
of the official
- Prohibiting off-the-book accounts for business (art. 8)
- Monitoring and ppeer reveiw system (art. 12)
- 2 Council of Europe Conventions (Civil Law, Criminal Law)
- Other regional conventions (Inter American; African Union)
- Anti-corruption provisions in FTA’s (e.g. CETA: no access to investment
tribunals if investment made i.a. through corruption)
- Post-Cotonou Agreement 2021 (not ratified yet), art. 71
- The ICC (international chamber of commerce) has a code of “Rules on
Combating Corruption” and proposes a model anti-corruption clause to be
inserted in contracts
- The ISO has adopted ISO 37001 Anti-Bribery Management System Standard
(October 2016)
 States as trade partners
◼ Application of the UNCAC:
- i.a. the EU Transparency Directive and Accounting Directive impose
disclosure of payments to authorities; 2003 Framework Decision on
Combating corruption in the private sector
- in the US: Foreign Corrupt Practices Act (FCPA) (with a resource Guide
issued by the US Dept. Of Justice) with extensive extraterritorial effects;
has led to huge “deals” (Odebrecht S.A. paid 3,5 billion USD …).
- in the UK: UK Bribery Act (UKBA) with extensive extraterritorial effects (e.g.
Glencore case)
 States as trade partners

◼ Anti-Corruption Policy:

◼ Sector-specific initiatives, e.g. EITI (Extractive Industries Transparency

Initiative) for oil, gas and mineral resources;
◼ 31 countries are ‘compliant’ with the EITI Standard 2011, 18 more have
promised to comply
◼ Assessment of compliance with 2016 standard
◼ New 2019 standard
 States as strategic actors:
geoeconomcis

◼ Economic instruments - such as investment abroad, export finance, and

inversely screening and possibly restricting foreign investment, restricting
outward flow of data -, are used for strategic reasons, such as access to
resources, technological advantage, national security in a wide sense ….

◼ Pure market and profit considerations (partially) set aside in favor if such
strategic interests
 States - sovereignty
◼ Starting point of the international public law:
- sovereignty also regarding the economic order;
- equality of rights under international law, also in relation
to (participation in) international trade

◼ Many international treaties provide benefits for

« developing countries » (further benefits for LLDC’s,
least developed countries)
◼ Disputed « right » to development and « duty » of
solidarity (soft law ?)

◼ Infra: immunities
States – immunity of jurisdiction
◼ Immunity from jurisdiction for foreign states before national courts
- Starting point: immunity, unless waived
- Many restrictions (national law, treaties), see next slide.

- Main sources:
- In Europe: European Convention (CoE) on State Immunities Basel 1972
(only 8 ratifications, incl. Belgium, NL, D, UK)
- In the UK : British State Immunities Act (SIA) 1976/1978
- In the US: FSIA (Foreign Sovereign Immunities Act 1976, am. 2008, now 28
US Code ch. 97)
- Attempt at harmonisation: UN Convention on Jurisdictional immunities of
states and their property 2004 (not in force yet, 23 ratifications, but 30
required). But cited by the ECtHR (23 March 2010, Kudak/Lithuania (labour
case) and 29 June 2011 Sabeh El Leil) as customary law and recognised as
customary law in eg Belgian case law)
 States - immunity of jurisdiction
◼ Immunity from jurisdiction for foreign states
- In general not contrary to art. 6 ECHR if there is no immunity before their
own domestic courts (see ECtHR in McElhinney 21 Nov 2011, in Fogarty, in
Al-Adsani, in Jones/UK 2 June 2014) (courts of canon law within the
Roman-catholic church also considered as domestic courts) or if there is
another reasonable way to protect one’s interests, which is normally the
case if there is an arbitration clause (Belgian cass. 27 Sep 2018 i.c. NATO)

- Jurisdictional immunity also covers foreign torts (ICJ 3 feb 2012 Germany v.
Italy on acts committed by German soldiers in Italy in WW II: no
jurisdiction of Italian courts*), unless the tort is unrelated to the political
order (Cass. 11 June 1903) (comp. Art. 12 UN Convention: no immunity for
personal injury or damage to property by author acting in a foreign
country)

- Immunity covers also the « Holy See » (as a sovereign) (ECtHR 12 Oct
2021, J.C./Belgium)
* But the Italian Constitutional Court refuses to abide and gives absolute priority to jurisdictional
protection over state immunity: Corte Costituzionale 238/2014.
 States - immunity of jurisdiction
◼ Immunity from jurisdiction for foreign states

◼ Main exceptions
- In the USA - FSIA: with exceptions in § 1605 ff, mainly: claims based upon
commercial activity in the US, tort committed in the US, expropriation
elsewhere in violation of international law*, terrorism (§ 1605 B added in
2016)
- * Does not cover alleged expropriation of one’s own nationals (SC 3 feb
2021 in Philipp / Germany, « Welfenschatz »)

- UN Convention has exceptions for i.a. Commercial contracts (art. 10),

Labour contracts (but not for members of diplomatic missions, etc..) (art.
11), IP rights art. 14) etc.

- Overall Result: distinguish acta iure imperii / acta iure gestionis (doctrine
originally developed by Italian and Belgian courts, already Belgian Cass. 11
June 1903; also accepted by the ECJ in C-641/18, LG / Rina): not every ’act
of state’ is immune.
 States - immunity of jurisdiction
◼ Immunity from jurisdiction for foreign states

◼ Separate immunity for diplomatic missions (Vienna Diplomacy Convention

art. 22 and 25 + general principle ne impediatur legatio). See critical
however ECtHR 2010, Cudak v. Lithuania (immunity Polish embassy
personnel)

◼ Waiver, i.e. acceptance of jurisdiction, mostly not before domestic courts of

foreign state, but only for:
- international courts
- arbitration , see Ch. 8 and 12.

- Form & Effect of waiver: art. 7 UN Convention

 States - enforcement immunity
◼ Immunity from enforcement for foreign states

◼ Starting point: immunity

◼ Waiver of immunity of jurisdiction is not yet a waiver of immunity of

enforcement against state property

- Result: immunity for assets used by the public service (s. eg art. 55
New York Arbitration Convention)
- Immunity also prohibits imposing an astreinte (Cass.B. 27 June
2022? Eswatini)
- Cass.B. set immunity of international organisations aside in 3 cases
because of lack of effective remedy (art. 13 ECHR). Idem Cass.Fr.

- Argentina debt cases, see next slides

 States – sovereign debt
- When issuing sovereign debt, often waiver of jurisdictional
immunity; sometimes counterbalanced by collective action clauses
- Enforcement remains complex

- In the Argentina debt cases, a US Court allowed post-judgment discovery of

Argentinian assets in the US held by third parties (banks). Compare the ‘alter ego’
doctrine assimilating certain entities to the state itself (eg possibly a central bank)
(e.g. French Courts 2021 considering the Société Nationale des Pétroles du Congo an
alter ego of the State in one of the Commisimpex procedures).
- Belgian Court of Cass. (22 Nov. 2012) did not set aside immunity of the Argentinian
embassy accounts; idem French Court of Cass. 28 Sep 2011 (but reasoning changed
in a more recent case Cass. 13 May 2015 Commisimpex/Congo and then changed
again in Cass.(F) 10 Jan 2018, Commisimpex following a new statute requiring a
‘specific’ waiver)

- States are not subject to insolvency proceedings. But there may be a need
for Sovereign debt restructuring processes (see UN Resolution 15 Sep
2015)
 International organisations

◼ Universal organisations (in principle open for all states)

- GATT, now WTO (1994), with a General Council and separate
Councils for GATT, GATS, TRIPS and a Dispute Settlement Body
- UNO, with General Assembly, Security council, EcoSoc
- Uncitral (international trade law): treaties and model laws
- Unctad (trade & development): granting developing countries
access to the world economy
- ILO: labour standards
- Unidroit: create uniform law (mostly private law)
- Hague conference: unification of IPL

◼ Restricted organisations, i.a. OECD, OPEC, G10+>G20 (with Basel

Committee) etc.
 International organisations
◼ Free trade organisations
◼ Types: free trade zone / customs union / common
market / monetary union
◼ Examples:
- EU
- EFTA, EEA, EU/UK TCA (provisionally in force Jan 1,
2021)
- USMCA (ex-NAFTA), CAFTA (Central America), Mercosur,
Caricom
- ASEAN / SAARC (SAFTA);RCEP (Asean, China + 4 other)
- CETA (Canada – EU, provisionally in force*), Canada-UK
TCA (provisionally in force)
- COMESA (East & Southern Africa), …
* 16 MS + UK ratified, 11 not yet
 PLAYERS - NGO’s
◼ Private organisations: not subjects of international public law, but governed
by national law (although sometimes involved in the activities of I.O.’s)

◼ Some influential NGO’s relevant for international business law:

- ICC: for standard contracts and uniform rules; Court of arbitration (organising arbitral
tribunals)
- International Accounting Standards Board (IASB), setting the IFRS (International
Financial Reporting Standards)
- World economic forum Davos
- Comité maritime international: maritime transport conventions
- Institut de droit international: tries to « codify » international public law, …..
- ICANN = California corporation (internet corporation for assigned names and
numbers), with a Governmental advisory committee (111 countries)
- SSO’s = Standard Setting Organisations (or SDO, Standard Development
Organisations), creating technical standards; see Ch. 7

◼ Questions on « lobbying » of the legislators by private players (NGO’s or

Business) led to an OECD recommendation on Principles for Transparency
and Integrity in Lobbying (2010, under revision)
 PLAYERS - BUSINESS
◼ Legal forms: depends on national law
- natural persons / different forms of legal personality / unincorporated
organisations
- groups consisting of multiple legal persons (treated as a whole for some
rules: compeititon, taxto some extent liability)

◼ Rights and obligations of business:

- Will mostly be determined by the applicable national law (see Ch. 2 for the
determination of the applicable law)
- sometimes directly protected by international law, see esp. Investment
protection in Ch. 8.
- Sometimes able to create their own rules and make them nearly self-
executing. Next slide
- International soft law: UN Human Rights Council Guiding Principles on
Business and Human Rights 2011

◼ Subject to insolvency proceedings (see Ch. 11)

◼
BUSINESS AS RULE-MAKERS
Business ars rule-makers (making private law rules)
- within a single relationship, business designs contractual rules on the basis of
freedom of contract
- business customs as source of private law (but different conceptions of customs and
usages in different legal systems; see also Ch. 4 and 5); standard contracts
sometimes governing whole industry (e.g. ISDA, Liverpool Cotton Association, etc.)
- Further reaching influence: ‘private governance’ in supply chains, not merely
regulating rights and obligations but organising ‘governance’ of the supply chain

- Another development in a digitalised economy is the influence of algorithms creating

decisions, either precontractually (determining price, other conditions, etc… in an
automated way) or for the enforcement of a contract (”smart contracts”, often using
blockchain technology)

- See e.g. certain private payments systems in Ch. 9

◼ States try to get grip over supply chains, either by regulating behaviour
directly or by introducing « governance » rules (e.g. obliging to negotiate
collectively with stakeholders)
 OBLIGATIONS OF BUSINESS
Business organisations have many general obligations, incl.

- prohibition of unfair commercial practices (some of them are discussed in Ch. 4 /5); rules on
advertising and marketing (see also ICC Code of Advertising and Marketing Communication)
(dumping is also an unfiar practice, see WTO law)
- prohibition of agreements and practices restricting competition
- prohibition of corruption; in some countries even an obligation to prevent bribery (UK Bribery Act
art. 7)
- obligation of financial information (accounts, …)
- obligation of non-financial information (big enterprises): EU Directive 2013/34 (as amended Dir
2014/95)
- related transparency obligations eg in UK duty for big companies to report on payment practices
(since 2017)
- Transparency obligations when claims of sustainability are made (for financial products: EU
Sustainable Finance Disclosure Regulation (SFDR) (in force 2021)
- obligations to pay taxes etc... and provide relevant information
- environmental protection obligations, public safety obligations (eg EU Reg. 2001/95 on Product
Safety), …
- In some countries: mandatory taking of liability insurance or other systems guaranteeing
compensation of victims
- Directive (Dec. 2022) on Corporate Sustainability Reporting (Due Diligence concerning negative
impacys on human rights and environment)
 OBLIGATIONS OF BUSINESS

Including respect for specific individual rights such as:

- Property rights and IP rights

- Labour law (obligations from the applicable labour law)
- data protection obligations (respect privacy)
- now in the EU Reg. 2016/679
- Restricting data expert to e.g. the Eu (see ECJ 16 july 2020 in Schrems-
II C-311/18)
- universal service obligations for operators of telecom, electricity, postal
services, etc. (see Ch.5)
 BUSINESS - LIABILITIES
◼ Liabilities related to the supply chain:
◼ Contractual liability:
- Business may be contractually liable for acts of their suppliers
- See chapters on contract law (4. sales, 5. general contract law)
◼ In competition law, a daughter company can be liable for acts of the
mother company insofar as there is a the activity of the daughter is the
object of the violation by the mother (ECJ 6 Oct 2021 in Sumal, C-882/19)
◼ Collective agreements between downstream business and trade unions or
similar groups, under which business engages in obligations of inspection
and control in relation to their upstream suppliers.
– E.g. 2013 ‘Accord on Fire and Building Safety in Bangladesh’, between garment
companies sourcing in Bangladesh and trade unions (with choice of Dutch law
and arbitration in The Hague according to the Uncitral rules under supervision of
the Permanent Court of Arbitration) (renewed 2018 and 2021, now open for
other countries) (s. Court Amsterdam 24 Oct 2017: Fashion Linq contested that
it was put on the black list because of fraud with safety reports; dismissed)
– S. also the development of « social audits »: auditors engaged to certify the
conformity of working conditions etc. with the code of conduct (but such
auditors can also be negligent: see the audit of Rana Plaza by Bureau Veritas
and of Ali Enterprises by RINA).
 BUSINESS - LIABILITIES
◼ Liabilities related to the supply chain:
◼ Extracontractual liability: Tendency to impose upon business duties of care in relation
to earlier chains in the supply chain (what happens upstream) (environmental and
human rights concerns), e.g.:
- EU Reg. 995/2010 on obligations of operators who place timber and timber products on the
market (Timber regulation)
- OECD Due diligence Guidelines for Responsible Supply Chain of Minerals, on EU level EU
Reg. 2017/821 laying down supply chain due diligence obligations for responsible sourcing
of minerals originating in conflict-affected and high-risk areas, in the US S.1522 of the Dodd-
Frank Act 2010
- OECD Due Diligence Guide for responsible supply chains in the garment and footwear sector
2017. But liability was not accepted by US & canadian courts in Rana Plaza litigation. In
Germany in KIK textilien, judgment in 1st instance has judged the claim anyway prescribed.
- OECD-FAO Guidance on Responsible Agricultural Supply Chains 2016
- E.g. Efforts to prevent ‘slavery’ and trafficking required by the UK Modern Slavery Act 2015,
California Transparency in Supply Chains Act 2010; Dutch child labour duty of care Act 2019;
French Duty of Vigilance Act 2017; German Lieferkettensorgfaltspflichtengesetz 2021 (only
public enforcement); plans for an EU human rights due diligence directive (delayed)
- E.g. efforts required by Anti-Corruption laws: in some countries even an obligation to
prevent bribery (UK Bribery Act art. 7)
- IUU Regulation (Reg. 1005/2008 on Illegal, Unreported and Unregulated Fishing)
- Draft Directive (Feb. 2022) on Corporate Sustainability Due Diligence also diligence in
relation to the whole value chain
◼ Possibility to deny market access to products where supply chain is not
clean
 BUSINESS - LIABILITIES
◼ Liabilities related to the supply chain:

◼ Extracontractual liability for downstream activities:

- Acts of distributors can be imputed to the supplier to evaluate whether
supplies makes abuse of diominat position (art. 102 TFEU) when those acts
are part of a policy imposed by the supplier (CJEU 19 jan 2023 in Unilever
Italia, C-680/20)

- Possible duty to control also later chains in the supply chain:

- E.g. Lanham Act in the USA (15 US § 1051): trademark owner must
supervise the quality of goods and services produced under its
trademark by third parties
- Otherwise downstream liability has to do with risks that one has
created oneself (product liability - products that can be unsafely used
by clients, etc..-, environmental liability, …)
 BUSINESS - LIABILITIES
◼ Liabilities related to the supply chain:

◼ Parent company liability ?

- Possible setting aside of the corporate veil: making mother companies liable
for daughter companies. This also happens when torts are imputed to a
mother company, e.g.:

- - under Belgian law when they have an intrinsic relationship with the
realisation of the purpose of the mother company or its interests, or have
in concreto been committed on the account of the mother company (art. 5
Criminal Code).

- - in EU Competition law: liability in case of decisive control

◼ For questions of jurisdiction, see Ch. XI; applicable law Ch. II.