AgriAnalytica, creating value through innovation and sinergies

In order to improve the access of small and medium-sized agricultural producers to lending through credit unions, on May 17, 2017, the Memorandum of Cooperation was signed between the World Council of Credit Unions (WOCCU) and the Company Strategia & Sviluppo Consultants Ukraine (SSCU) within the framework of "The Credit for Agriculture Producers (CAP)".

This is a project in Ukraine, funded by USAID, under which the Company SSCU will provide to credit unions (members of CAP Working Group) free access to agricultural lending instrument, namely to the platform «AgriAnalytica» and will ensure trainings on rules of use for the above-mentioned software.
Thanks to this platform it is possible to create a business-plan and a set of documents necessary for obtaining credit and participation in grants competition. According to the instruments provided by the platform the farmer may determine its planned production costs and revenues, cost of production by features, profitability, predict monthly cash flow, analyze planned and effective production efficiency, compared to those of similar companies. This is a clear competitive advantage in the market and facilitation of access to financial resources.
Online business plan from "AgriAnalytica" helps farmers predict the actual monthly cash flow to avoid liquidity problems, determine which size of a loan debt is acceptable for business, understand which financial products and instruments fit the business, which is the total effective amount of borrowing in each of proposals and evaluate the proposal prepared by the farmer’s financial institution compared to the proposals of other financial institutions or the credit from a supplier.
Discover more about AgriAnalytica at www.agrianalytica.com
 
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SVILUPPO DELLE SANZIONI SECONDARIE STATUNITENSI

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Il tema delle sanzioni è ormai diventato costante nel dibattito quotidiano. Il fatto che i due paesi che subiscono un regime sanzionatorio siano da sempre molto importanti per gli operatori italiani ne fa un argomento di primaria importanza. Tuttavia, c’è dal punto di vista di che scrive, ancora molta confusione tra i vari regimi di sanzioni primarie, secondarie, controsanzioni etc.  

 A questo proposito volevamo proporre in breve qualche chiarimento sulle sanzioni Americane. Prima di tutto va chiarita la differenza tra sanzioni primarie e secondarie. Le sanzioni primarie sono sanzioni che si applicano a soggetti statunitensi (“U.S. persons”) e società (comprese le società controllate) statunitensi, beni di origine USA e quelli che si trovano negli USA, beni di origine non statunitense che contengano il 10% (o lo 0,01% se beni militari) o più di contenuto controllato statunitense o che derivino dall’utilizzo di certe tecnologie USA. Queste vengono applicate direttamente perché il soggetto giuridico o una componente del prodotto in oggetto è residente.  In questo caso quindi viene a valere la giurisdizione USA e quindi è presente una possibilità diretta del loro enforcement.

Le sanzioni secondarie invece, sono sanzioni che possono essere imposte a società non statunitensi che intrattengano certe attività commerciali con l’Iran o con la Russia. Ad esempio, possono essere sanzioni imposte a istituti finanziari stranieri che sostengono certi tipi di attività con gli stati sopra citati, sanzioni consistenti nel negare l’accesso al mercato statunitense, oltre al divieto di avere conti di corrispondenza e conti di passaggio per le istituzioni finanziarie sanzionate. Possono essere imposte a soggetti che pongano in essere attività commerciali significative in specifici settori in Iran o in Russia.

In altre parole, in questo caso le sanzioni sono applicate come ritorsione nei confronti di aziende che mantengono relazioni d’affari con i paesi colpiti. Non essendo però soggetti residenti, la giurisdizione statunitense non può agire in modo diretto ma unicamente su assets localizzati negli Stati Uniti o nelle attività e servizi che hanno come base gli Stati Uniti. Ad esempio, il clearing sui dollari o il mantenimento di conti in dollari sul territorio Americano.

Gli Stati Uniti hanno mantenuto a lungo misure di sanzioni secondarie come disposizioni che richiedono o autorizzano il Presidente a imporre misure di ritorsione. Tuttavia, gli Stati Uniti attualmente impongono sanzioni secondarie solo in occasioni relativamente rare. Il governo statunitense usa la minaccia di sanzioni secondarie come leva per persuadere entità non statunitensi a cessare il coinvolgimento in condotte contrarie alle politiche estere degli Stati Uniti e agli interessi di sicurezza nazionale. Recenti trend propongono di espandere l’autorità delle sanzioni secondarie: originariamente solo per l’Iran, ora anche per la Russia, la Corea del Nord e la Siria.

Si nota un diverso approccio nell’amministrazione Obama e in quella Trump riguardo alle sanzioni secondarie. L’amministrazione Obama ha dichiarato una preferenza nella consultazione preventiva con entità non statunitensi prima di imporre sanzioni secondarie. L’intenzione era quella di incoraggiare le entità non statunitensi più rilevanti di cessare le condotte sanzionabili.

L’amministrazione Trump appare mantenere la politica della consultazione in anticipo. Il Dipartimento del Tesoro ha ufficialmente affermato che prima di implementare le sanzioni secondarie conformemente al Countering America’s Adversaries Through Sanctions Act (“CAATSA”), l’Amministrazione ha contattato l’industria e i governi stranieri, conducendo a una diminuzione delle condotte sanzionabili.

Ma l’Amministrazione Trump ha anche mostrato volontà di sanzionare violatori di alto profilo al fine di scoraggiare gli altri (es. Bank of Dandong).

 

Sanzioni secondarie statunitensi

L’ Office of Foreign Assets Control (“OFAC”) del Dipartimento del Tesoro amministra le sanzioni secondarie, in primo luogo in relazione ai programmi di sanzioni che riguardano tre stati: Iran, Russia e Corea del Nord.

 

 

 

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Scenario delle sanzioni statunitensi mirate all’Iran

Le sanzioni primarie relative all’Iran sono datate al 1979, vennero poi rafforzate negli anni ’90 in risposta alle considerazioni degli Stati Uniti sul supporto dell’Iran al terrorismo e alle attività concernenti le armi di distruzione di massa (Weapons of Mass Destruction, “WMD”). Nel 2012 sono state ulteriormente ampliate per raggiungere le attività relative all’Iran delle società non statunitensi possedute o controllate da persone statunitensi.

Significative espansioni di sanzioni secondarie o “di ritorsione” sono state introdotte dal 2010 al 2013 in risposta a preoccupazioni riguardanti il programma nucleare dell’Iran.

Il Joint Comprehensive Plan of Action (“JCPOA” ovvero l’Iran Nuclear Deal) è nato come risultato di revoca dalle sanzioni; in seguito alla firma dell’accordo molte sanzioni secondarie sono state revocate mentre le sanzioni primarie sono rimaste in gran parte ancora in vigore.

La sospensione delle sanzioni secondarie, come risultato del JCPOA, ha toccata principalmente i seguenti settori:

·         Energetico

·         Servizi finanziari e bancari

·         Assicurativo

·         Automoblistico

·         Aviazione

·         Spedizione e costruzioni navali

 

Le sanzioni secondarie continuano ad essere applicate a persone non statunitensi che consapevolmente:

·         Forniscono supporto per attività o transazioni per conto di o per il beneficio di un’Iranian Specially Designated National (“SDN”);

·         Vendono, riforniscono o trasferiscono in o dall’Iran quantità significative di beni o servizi usati in connessione con il settore energetico, delle spedizioni o delle costruzioni navali se le transazioni coinvolgono un SDN;

·         Forniscono supporto per, o sono coinvolti in una transazione significativa con, l’Islamic Revolutionary Guard Corps (“IRGC”) o i suoi ufficiali, agenti o affiliati designati;

·         Vendono, riforniscono o trasferiscono in o dall’Iran specifici metalli e software se le transazioni coinvolgono un SDN o usi a fini nucleari o militari;

·         Forniscono beni o tecnologie che potrebbero essere usati per commettere seri abusi di diritti umani.

L’OFAC ha emesso una guida per le società che cercano di evitare sanzioni secondarie per business legati all’Iran. Queste aziende dovrebbero condurre due diligence sufficientemente approfondite per assicurarsi di non spingersi consapevolmente verso transazioni con IRGC o altre persone iraniane, o legate all’Iran, sulla lista degli SDN. Questa posizione è stata recentemente confermata dal Sotto Segretario per il Terrorismo e l’intelligence finanziaria, Sigal Mandelker, che ha affermato che la Tesoro potrebbe “hold those knowingly doing business with the IRGC to account.” Il controllo dei nomi delle aziende delle controparti è dunque necessario ma non sufficiente.

Effetti della ripresa delle sanzioni statunitensi contro l’Iran:

·         Le società non statunitensi dovrebbero interrompere le transazioni che ora sono (e.g. supporto per il settore energetico, finanziario, degli automezzi, delle spedizioni e delle costruzioni navali) o incorrerebbero in sanzioni secondarie.

·         Alle società non statunitensi che non interrompono queste transazioni, gli Stati Uniti possono imporre misure di ritorsione che includono:

-   Il blocco delle risorse delle persone sanzionate;

-   Il rifiuto delle licenze per esportare beni e tecnologie alle persone sanzionate;

-   Restrizioni alle importazioni negli Stati Uniti;

-   Rifiuto di crediti bancari statunitensi oltre i $10 milioni per anno;

-   Inammissibilità dei contratti con il governo statunitense;

-   Rifiuto per i visti d’entrata negli US a dirigenti o azionisti di controllo.

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RUSSIA

Il Countering America’s Adversaries Through Sanctions Act (“CAATSA”) (August 2, 2017) codifica gli ordini esecutivi del Presidente che impongono sanzioni primarie su partiti Russi o della Crimea, come le nomine fatte sotto questi ordini e richiede revisione del Congresso per ogni decisione del Presidente degli Stati Uniti per determinare le sanzioni verso la Russia (CAATSA sezione 222). Espande le proibizioni su accordi di persone Statunitensi con nuovo debito di entità russe soggette alle direttive 1 e 2 dell’OFAC (CAATSA, sezione 223), inoltre espande le proibizioni sul supporto di persone statunitensi per progetti sul petrolio soggetti alla Direttiva 4 dell’OFAC (CAATSA, sezione 223), includendo progetti in nazioni terze e rende obbligatorie certe sanzioni secondarie, e impone nuove sanzioni secondarie discrezionali.

Disposizioni di sanzioni secondarie del CAATSA:

·         Rende obbligatorie le sanzioni secondarie relative ad investimenti significativi in progetti Russi speciali sul petrolio grezzo (CAATSA, sezione 225);

·         Emana nuove sanzioni secondarie in connessione con certe attività che coinvolgono la Russia, includendo transazioni significative che coinvolgono entità designate dal Dipartimento di Stato Statunitense come essere connesse alla difesa russa (sezione 231), lo sviluppo di nuove condutture di esportazione di energia in Russia (sezione 232), la privatizzazione di beni statali che risultano come arricchimento ingiusto (sezione 233) e facilitare significanti transazioni con persone sanzionate sotto le sanzioni statunitensi contro la Russia (sezione 226 e 228).

CAATSA: Possibili sanzioni secondarie

Le sanzioni secondarie possono includere alcune combinazioni delle seguenti:

·         Perdita di assistenza da parte dell’U.S. Export-Import Bank;

·         Ineleggibilità di ricevere licenze statunitensi all’export o prodotti esportati in conformità a suddette licenze;

·         Perdita di accesso a certe forme di credito o prestiti da parte di istituzioni finanziarie statunitensi;

·         Perdita di supporto statunitense per prestiti da istituzioni finanziarie internazionali;

·         Perdita di appalti governativi statunitensi di ogni bene o servizio dalla persona sanzionata;

·         Misure di blocco delle proprietà;

·         Divieto sugli investimenti in equity o debito delle persone sanzionate;

·         Esclusione dagli Stati Uniti di ogni straniero che il Presidente determina essere un dirigente o un funzionario aziendale, o un’azionista di una controllata, della persona sanzionata;

·         Imposizioni di sanzioni su dirigenti esecutivi della persona sanzionata o su persone performanti simili funzioni;

·         Sanzioni addizionali per istituzioni finanziarie.

10 su 11 delle possibili sanzioni possono essere imposte solo sull’entità coinvolta nella transazione. Entità controllate o shareholders delle persone sanzionate non sono soggetti da sanzioni secondarie ad eccezione dell’undicesima sanzione – esclusione dagli Stati Uniti- può essere applicate ad individui non di nazionalità statunitense, potenzialmente includendo i funzionari corporate dell’entità e i dirigenti. Questa sanzione può essere anche imposta su persone che sono gli azionisti di maggioranza della parte sanzionata.

 

Strategia & Sviluppo Consultants

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The commercial distribution in the US market

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THE COMMERCIAL DISTRIBUTION IN THE US MARKET


Despite facing challenges at the domestic level along with a rapidly transforming global landscape, the U.S. economy is still the largest and most important in the world. The U.S. economy represents about 20% of total global output, and is still larger than that of China. Moreover, according to the IMF, the U.S. has the sixth highest per capita GDP (PPP). The U.S. economy features a highly-developed and technologically-advanced services sector, which accounts for about 80% of its output. The U.S. economy is dominated by services-oriented companies in areas such as technology, financial services, healthcare and retail. Large U.S. corporations also play a major role on the global stage, with more than a fifth of companies on the Fortune Global 500 coming from the United States.

Even though the services sector is the main engine of the economy, the U.S. also has an important manufacturing base, which represents roughly 15% of output. The U.S. is the second largest manufacturer in the world and a leader in higher-value industries such as automobiles, aerospace, machinery, telecommunications and chemicals. Meanwhile, agriculture represents less than 2% of output. However, large amounts of arable land, advanced farming technology and generous government subsidies make the U.S. a net exporter of food and the largest agricultural exporting country in the world.                                                         .                      

The U.S. is the 2nd leading exporter of goods and services in the world and the number one leading importer The U.S. has consistently run a trade deficit, mainly due to the dependence on foreign oil to meet its energy needs and high domestic demand for consumer goods produced abroad, however thanks to advances in domestic oil production, the energy gap is closing. The main trading partners of the U.S. are Canada, China, Mexico and Japan. Canada is the main destination for U.S. exports, whereas China is the main source of imports.                               

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Before setting a real presence of the company in the US a company has to consider if it worths it. They have to consider the cost of the presence as the cost of HR, staff, offices, insurances, consultants, compliance, the product liability and the approach to the market, the Law, distances, consumers’ habits and if there’s a different language.
A company can consider different entry strategies and different organizational models.

About the distribution model, a company can distribute directly through a subsidiary in the US and it can be by agents or by distributors, or directly by sales representatives or indirectly through third party distributors.
In the US a great importance is given to the written contracts. A company must consider also the brand protection, eventual visas for the employees, the Law and the compliances to export products in the US.
Distribution models:

  • Distribution: a company buys the products and it earns with the mark up. In this model exists a market risk, there’s the need of a warehouse and for these characteristics it’s an expensive model.
  • Agents: in this model the agents don’t buy and resell the products but they earn only a commission.
  • Franchise: the company has the license of the brand and it pays a “franchise fee”. There’s a control on the sales process.

The written contracts in the US (distribution, agents, sales, joint ventures, etc) are very long due to cultural motivations, litigation risk, freedom of bargaining, and because the Civil Code is less strict.

It is foundamental to prepare contracts to manage the following risks:
·        In stores: prices, timing of payments, description of products or services, ownership, etc.
·        Legal risks: warranties, compensation, dissolution, arbitration, etc.
A bound contract could be not written (verbal, purchase orders, email, correspondence).

In a contract there are fixed clauses:
1.     Warranties: declared in the contract or implicit (Uniform Commercial Code, Article 2 for the trade of goods, warranties for “merchantability” and “fitness for intended purpose”). The implicit ones are inaccurate in favor of the buyer, often on the trade of specialized goods between merchants. They are applicable if they are not expressly excluded (magic language).
2.     Indemnification: area, restrictions, direct damages and indirect/consequential damages, lost profits.
3.     Territory
4.     Duration
5.   Obligations of the distributors: objectives, minimum of selling, marketing, limits to distribution to authorised retailers.
6.     Resolution: predict causes which attribute rights of termination and generally the termination is required from one part and it doesn’t give rise to compensation cause.
7.     Autonomy: provide the total autonomy of the Italian Company in respect to the counterparty in order to avoid the responsibility for act of the distributors or qualification of the counterparty as employer.
8.     Antitrust: Vertical Restraints – Rule of Reason

How to choose the legal entity
The advantages of set up a new company (NewCo) instead of a branch in the US are that in the US the set up of a NewCo is faster and cheaper than in Italy, there are less formalities, the disclosure is limited to the parent company and the shareolders, there's the need of a minimal capitalization even if there’s a thin capitalization for credibility on the market and with the Authorities. It’s important to decide where to open the New Co (Delaware vs other states).

Another aspect to consider is the kind of entity the company wants to set up: a Corporation or a Limited Liability Company.
A Corporation is the most known legal and fiscal entity with limited liability. From the fiscal view it has a permanent establishment and it doesn’t need to file the Income Tax Return of the parent company.
The hierarchy includes stakeholders, directors and officers and there’s also a Board of Directors (“The business and affairs of the corporation shall be managed by, or under the direction of the Board of Directors”- Delaware GCA Section 141a).
A Limited Liability Company has only a legal personality (“pass through”) and its consituition is more expensive but at the same time it’s more flexible.


 

 

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Distribution Agreements under US Law
(Excerpts from Chapter 19 of “International Commercial Agency and Distribution Agreements: Case Law and Contract Clauses”, Second Edition, published on April 20, 2017 (Wolters Kluwer))

Understanding the interplay between federal and state statutory and common law in the US legal system is important to understanding the regulation of exclusive distribution agreements in the US. Under the US Constitution all power not specifically reserved for the federal government remains with the states. Federal law has exclusive jurisdiction only over certain types of cases (e.g., those involving federal laws, controversies between states and cases involving foreign governments), and share jurisdiction with the states courts in certain other areas. In the vast majority of cases, however, state law has exclusive jurisdiction.

Furthermore, because a distributor is typically an unaffiliated third party acting on its own account rather than on behalf of the supplier as principal, distribution agreements are subject to greater regulation under US federal and state antitrust law. Such law, among other things, (i) regulates whether and the degree to which a supplier in a distribution arrangement may seek in a contract or otherwise to dictate the price at which the distributor will resell products supplied; (ii) imposes restrictions on suppliers that engage in “dual distribution”; and (iii) may limit the suppliers’ ability to sell product to different distributors at a different price. Antitrust law also regulates exclusivity and selective distribution arrangements, as well as distribution relationships in certain industries.

Under the law of most states (including New York), exclusive distribution exists when a supplier grants a distributor exclusive rights to promote and sell the contract goods or services within a territory or to a specific group of customers. Exclusive rights in a distribution arrangement are often granted by the supplier for the distribution of high quality or technically complex products that require a relatively high level of expertise by the distributor, including staff that is specially training to sell the goods or specialized after-sales repair and maintenance or other services. In contrast to a distributor, a commercial agent does not take title to product, does not hold inventory and typically has no contractual liability to the customer (including risk of customer non-payment). Conversely, a distributor, in line with the greater risk of its activities, typically can expect greater upside economically in terms of margins on resale relative to an agent’s profit through earned commissions.

Sub-distributors:
Under the law of most states (including New York), a distributor may appoint subdistributors absent any restrictions to the contrary in the agency agreement. Commercially, the appointment of a sub-distributor may have an adverse effect on the supplier by reducing the supplier’s control over its distribution channel activities or increasing the supplier’s potential liability exposure given the increased number of distributors whose actions may be attributed to the supplier.

Rights and Obligations of the Exclusive Distributor:

  • Sales organization: suppliers are not required to establish sales organizations in exclusive distribution agreements.
  • Sales’ target: there are no mandatory rules under federal law or state law (including New York) generally regarding sales targets in exclusive distribution agreements.
  • Guaranteed minimum target: minimum sales requirements are common in exclusive distribution agreements. As a commercial matter, a supplier as a requirement to give, or maintain, exclusivity with one distributor, will seek through such requirements to ensure that economically the distributor is performing satisfactorily.
  • Minimum stock: there are no mandatory rules in federal law or the law of the majority of states (including New York) regarding minimum stock. A supplier may seek to have the distributor agree, contractually, to maintain adequate levels of stock relative to market demands as well as to store the product properly.
  • After-sales service: the parties to a distribution agreement are generally free to agree as they deem appropriate with respect to after-sale service regarding products.
  • Resale Prices: the Exclusive Distributor is free to fix the resale prices. State law (including New York law) generally does not limit the ability of an exclusive distributor to fix resale prices. A supplier’s ability to set resale prices for distributors is subject to limitations under federal and state antitrust law.

Rights and Obligations of the Supplier:

  • Exclusive Distributor undertaking to supply: generally, state statutes do not specifically provide that a supplier in a distribution relationship has a duty to supply specific levels of product to a distributor, with such obligations generally be established by contractual provision. However, a supplier does have an implied covenant of good faith and fair dealing toward the distributor under state law generally, which generally requires that a party to a commercial agreement not do anything which injures the right of the other to receive the benefits of the agreement. Under the foregoing, a supplier may be deemed to have an obligation to supply product to a distributor. However, even where such a duty were found to exist, the quantity and frequency of product supply and other details often remain unclear.
  • Pricing Policy of the Supplier;
  • Retention of title: typically, in sales transactions on credit in the US, title is passed at the moment of initial sale. The buyer typically grants the supplier a security interest in the goods purchased, which if proper perfected under state law, affords the supplier with a priority position relative to other creditors with respect to the products provided (inventory) in the event of non-payment and enforcement.

The supplier and distributor can allocate third-party liabilities and related attorneys fees as between themselves through warranty and other indemnification provisions.
Exclusive-dealing provisions – under which the distributor undertakes not to distribute competing products in the territory – are quite common in distribution agreements.

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Commercial Agency Agreement under US Law
To understand the regulation of commercial agency agreements in the US, it is helpful to remember the interplay between federal and state statutory and common law in the US legal system.

Commercial agency is regulated at the state level rather than by US federal law. Almost two-thirds of the US states have adopted specific legislation for commercial agency relationships with non-employees. Most state statutes regulating commercial agency relate to the relationship between a principal and an agent that solicits orders for the purchase of the principal’s products, mainly in wholesale rather than retail transactions (although state law often has special rules for agency relationships with respect to real estate transactions and insurance policies). A second, overarching theme of note to understand the regulation of commercial agency agreements in the US is the primary importance of the doctrine of freedom of contract under state law jurisprudence.

General Legal Provisions Applicable to Agency Agreements:
 As noted, commercial agency is mostly regulated at the state level in the US State laws on agency mainly address commissioned agency, and, where in force, is primarily aimed at ensuring that the principal timely pays the agent the commissions that are owed by imposing liability on the principal for a multiple (often two to four times) of unpaid commissions, as well as for reimbursement of the agent’s attorneys’ fees and costs incurred in collecting the unpaid amount.

Formalities for the Creation of an Agency:
 New York law does not impose particular formalities for the creation of an agency relationship. In fact, under New York law, absent circumstances under which New York’s general Statute of Frauds rules apply as set forth in § 5-701 of the General Obligations Law, parties may be deemed to be in an agency relationship even without signing an agreement evidencing the agreement consideration or any writing which evidences their agreement. New York law does regulate the payment of sales commissions under New York labor law. New York labor law defines a sales representative as an independent contractor who solicits orders in New York for the wholesale purchase of a supplier’s product or is compensated entirely or partly by commission.

Agency Elements and Purpose:
Under the law of New York and the majority of states, an “agent” is a person or entity who, by agreement with another called the “principal,” represents the principal in dealings with third persons or transacts business, manages some affair or does some service for the principal. The key elements of an agency are: (i) mutual consent of the parties; (ii) the agent’s fiduciary duties, and (iii) the principal’s control over the agent. A principal may act on a disclosed, undisclosed, or partially disclosed basis in dealing with third parties.

A defining element of agency under New York law and the law of the majority of states is the principal’s control over the agent. Indeed, whether the principal will be bound by the agent’s acts will depend, in large part, on whether the agent had actual or apparent authority to act on behalf of the principal. Two of the many factors taken into account in determining whether such a relationship could be characterized as one of employment include whether the agent: (i) provides the services according to her own methods and (ii) is subject to the control of the principal.

Appointment of Sub-agents:
 Under New York law and the law of the majority of states, a principal may authorize an agent to appoint another agent to act on the principal’s behalf. The second agent may be a subagent or a co-agent. A “subagent” is commonly defined as a person appointed by an agent to perform functions that the agent has consented to perform on behalf of the agent’s principal and for whose conduct the appointing agent is responsible to the principal.

Rights and Obligations of the Agent:
Generally, the following are the most important duties of the agent under state common law: (a). Agent must not act outside of its express and implied authority.  (b). Agent must use care, competence and diligence in acting for the principal.  (c). Agent must obey the principal’s instructions as long as they are legal.  (d). Agent must avoid conduct which will damage the principal’s business. (e). Agent must not act for an adverse party to a transaction with the principal.  (f). Agent cannot compete with the principal in the same business in which the agent acts in such capacity for the principal without the principal’s consent. (g). Agent must provide the principal with information relevant to the marketing of the principal’s products. (h). Agent must separate, account for and remit to the principal all collections for the principal’s account and other property of the principal. (i). Agent must not receive compensation from any third party in connection with transactions or actions on which the agent is acting on behalf of the principal. (j). Agent must maintain the confidentiality of, and not misuse, the principal’s confidential information.

Rights and Obligations of the Principal:
 The following are the most important duties of the principal under state common law: (a). Principals must promptly pay terminated agents the commissions that they are owed; in most states, failure to pay can result in penalties, including multiple-damages.
 (b). Under the law of some states, an agency arrangement must be in writing, and certain formalities complied with, for the agency arrangement to be binding.
State law generally does not contain mandatory provisions on exclusivity. Indirectly, certain rules (such as the Statute of Frauds under New York law that requires that exclusivity provisions be in writing if they will exceed one year) may apply. Otherwise, parties to a commercial agency arrangement generally may agree contractually on the terms of exclusivity.

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Franchise Agreements under US Law

The interplay between federal and state statutory and common law in the US legal system is important to understanding the regulation of franchise agreements in the US. Franchise arrangements in the US are regulated at the federal and state levels. At the federal level, franchise arrangements are regulated by the US Federal Trade Commission (“FTC”) under the so called “FTC Franchise Rule,” while at the state level franchise arrangements are typically regulated by state agencies. In New York, franchise arrangements are regulated by the New York Antitrust Bureau under New York’s General Business Law. The FTC Franchise Rule applies everywhere in the US, while generally state franchise legislation requires contact with the state.

Under the FTC Franchise Rule, a franchise exists if the following elements exist: (i) the franchisee is given the right to distribute goods and services that bear the franchisor’s trademark, service mark, trade name, logo or other commercial symbol; (ii) the franchisor has significant control of, or provides significance to, the franchisee’s method of operation; and (iii) the franchisee is required to pay the franchisor (or an affiliate of the franchisor) at least US$USD 500 before (or within six6 months after) opening for business.

If a franchise is deemed to exist under the FTC Franchise Rule or under state law (and an exemption under such law is unavailable), the franchisor is required to comply with requirements that generally fall into three categories: disclosure laws, registration laws and relationship laws.

Formalities (registration, etc.):
 Registration laws like disclosure laws are pre-sale laws. There is no federal registration requirement. However, fourteen US states have registration laws (including California and New York). In the remainder of states, franchisors that comply with the Franchise Rule’s disclosure requirements can sell in states that do not require registration without having to file their document with any governmental authority.
Under most state registration laws, a franchisor must: (i) register in the jurisdiction before offering to sell or selling franchises in the jurisdiction by filing its FDD (or FOP), plus various application forms with the jurisdiction’s applicable regulatory agency, and (ii) update or renew its registration annually. As of 2016, franchise registration initial filing fees range from USD $250 (Hawaii, Michigan, North Dakota and South Dakota) to USD$ 750 (New York).

A franchise agreement typically grants the right to operate the business using the franchisor’s marks and system at a particular location and/or within a particular territory.
Sub-franchisee:
 There are two typical structures for franchise agreements: (i) a one tier structure consisting of a franchise agreement between a franchisor and a franchisee, or (ii) or a two-tier structure through a master franchise agreement where the franchisor grants the right and imposes a duty on a franchisee to operate the franchise itself within a particular territory, and to grant subfranchises to third parties within that territory.
 
Rights and Obligations of the Franchisee:
·        Fees and Royalties: under a typical franchise arrangement the franchisee is required to pay the franchisor an up-front franchise fee and royalties over time, in order to join the franchise network. Franchise fees can be large with a substantial profit element, or smaller to assist the franchisee to set up the franchise in a target territory. Because a franchise fee is a requirement under the FTC Franchise Rule and the laws of many states in order for a franchise to be deemed to exist, there is considerable jurisprudence on the question of what is considered to be a “franchise fee” for these purposes.
·        Marketing: typically a franchisee is required by the provisions of a franchise agreement to undertake advertising of the products in strict accordance with the franchisor’s instructions. A franchisor normally is prohibited from carrying out advertisement and promotional activities in a manner that could harm the franchisor’s brand or is inconsistent with the franchisor’s other advertising efforts.
·        Compliance with the franchisor’s standards: maintenance of consistent appearance, operations and array of products and services across multiple franchises is a hallmark of franchise arrangements in the US Most franchise agreements require that franchisees strictly abide by specifications, standards and operating procedures, each of which is built into the agreements. Given the difficulty of providing for all of these standards in a franchise agreement, many franchise agreements afford franchisors the right periodically to modify and increase the applicable specifications, standards (e.g., accounting) and operating procedures, usually by providing updates to the base operating manual.

Rights and Obligations of the Franchisor:
(A) Communication of know-how: initial know-how that may be communicated from franchisor to franchisee often relates to the specifications, standards and operating procedures that relate to the products to be sold and related site that are built into franchise agreements, as discussed above.
 (B) Ownership of improvements and modifications: franchise agreements typically contain acknowledgement by the franchisee that the trademark (and intellectual property generally) licensed under the franchise agreement and all related goodwill are property of the owner of the trademark (usually the franchisor). Therefore, all improvements to such intellectual property are property of the licensor.
(C) Assistance to the benefit of the franchisee: there are no statutory obligations on the federal and state level for initial or continuing assistance by the franchisor for the benefit of the franchisee.

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Summary of Changes under U.S. Tax Law Affecting U.S. Subsidiaries of Non-U.S. Manufacturing Groups

The 2017 Tax Cuts and Jobs Act (the "TCJA"), signed into law by President Trump on December 22, 2017, introduces sweeping changes in U.S. tax law, affecting businesses of all kinds.  This Practice Note focuses on a few key provisions of the TCJA particularly relevant to non-U.S. manufacturing corporations with U.S. distribution subsidiaries.  These changes in U.S. tax law may impact these companies operate now, as well as future plans for entering the U.S. market. 

Federal Corporate Income Tax Rate: 
Most significantly, the US federal corporate tax rate has permanently been reduced from 35% to 21%.  In addition, the corporate alternative minimum tax (which applied when higher than the regular corporate tax) has been repealed. 
The reduction of the headline U.S. federal corporate tax rate to 21%, which is a lower rate than in many of the home countries of non-U.S. corporations, will obviously benefit non-U.S. manufacturers with existing U.S. subsidiaries, and may influence those who sell directly into the U.S. to consider forming US subsidiaries and expanding their U.S. presence.

Under the TCJA, net business interest deductions are generally limited to 30% of "adjusted taxable income," which is essentially EBITDA (taxable income plus depreciation and amortization deductions) for years 2018-2021 and EBIT (taxable income without adding back depreciation/amortization). Disallowed interest expense is carried forward indefinitely. Before the TCJA, interest was generally deductible when paid or accrued, subject to numerous limitations, including debt/equity ratios and taxable income.  U.S. corporations - other than small businesses (average annual gross receipts under $25 million, on an affiliated group basis) - are subject to these limitations. 
The TCJA's limitation on interest deductions are designed to protect the U.S. tax base.  As a result, non-U.S. manufactures with existing U.S. subsidiaries, and those planning to establish U.S. subsidiaries, may decide to reduce or limit the amount of debt in their U.S. subsidiaries.
 
At the following link you can find more material about the US Distribution:                

 

Strategia & Sviluppo Consultants

Industria, Keller, Pigliaru e Piras incontrano delegazione gruppo imprenditoriale cinese

Il 15 marzo a Cagliari è avvenuto un incontro tra il Presidente della Regione Sardegna Francesco Pigliaru, l’assessora dell’Industria Maria Grazia Piras, il presidente del Consorzio Industriale di Villacidro, Luca Argiolas e una delegazione della CRRC Zhuzhou Locomotive Ltd accompagnata da Fabrizio Zucca, presidente di Strategia & Sviluppo Consultants.

L'impresa cinese è la capofila della CRRC, la più importante azienda al mondo nella produzione di vagoni ferroviari, con un fatturato annuo di 30 miliardi di euro all’anno, 23 filiali in tutti i continenti e intenzionata a espandere il proprio mercato in Europa e in Africa. Il gruppo imprenditoriale ha mostrato interesse ad acquisire lo stabilimento della Keller di Villacidro.

L'articolo completo è reperibile al seguente link: http://www.regione.sardegna.it/j/v/2568?s=361074&v=2&c=392&t=1

Segnaliamo inoltre gli eventi "Urban Development as a support to Eurasian Connectivity" e “The Silk Road in the new perspective of Eurasian Connectivity" rispettivamente il 22 marzo a Milano e il 23 marzo a Genova relativi all'attrattività e la competitività delle città europee e cinesi e la presentazione dei progetti in corso d'opera, di opportunità di investimento e di supporti finanziari.

Per ulteriori informazioni e per registrarsi agli eventi seguire il seguente link: 

http://www.strategiaesviluppo.com/blog-archive/2018/3/15/invitation-to-the-events-urban-development-as-a-support-to-eurasian-connectivity-and-the-silk-road-in-the-new-perspective-of-eurasian-connectivit

Strategia & Sviluppo Consultants

 

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Invitation to the events "Urban Development as a support to Eurasian Connectivity" and “The Silk Road in the new perspective of Eurasian Connectivity"

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Dear friends and colleagues,


we want to invite you to the event "Urban Development as a support to Eurasian Connectivity" which will take place in Via Solferino 40 in Milan on March 22nd.

The connections between Europe and the Far East of Asia, mainly China, are appearing as great opportunities for the development of cities that represent the nodes of the multiple connecting infrastructural networks.


The international Workshop in Milan wants to discuss the attractiveness and the competitiveness of European and Chinese cities through the presentation of ongoing main projects.

Program:
16.30 – 17.00  Welcome coffee Introductory
17.00 – 19.00  Workshop on Urban Development as a support  to Eurasian Connectivity
CHUANKAI YANG, Assistant Professor, Institute of Urban and Demographic Studies, SASS, An urban scoreboard on Chinese Cities
LANFRANCO SENN, Emeritus Professor, Bocconi University, President of   Gruppo CLAS PTS, Maritime connections between China and Italy: current  situation future prospective
QIYU TU, Professor, Institute of Urban and Demographic Studies, SASS, The new Master Plan of Shanghai
FABRIZIO ZUCCA, CEO of Strategia e Sviluppo, On going projects, initiatives and players along the Silk Road
19.00 Conclusions
ARABELLA CAPORELLO, General Director, Municipality of Milan

Another event, “The Silk Road in the new perspective of Eurasian Connectivity" will be held in Genoa on March 23rd.

The International Conference of Genoa wants to move a step forward: given the presence of a qualified Chinese delegation, the attempt will be made to exchange operational views on actual investments opportunities and financial support.

Program:
14.00 – 14.15 Introduction LANFRANCO SENN, Emeritus Professor, Bocconi University, President of Gruppo CLAS PTS 14.15 – 16.00  Panel Discussion on investment opportunities “along” the Silk Road
Transport  Infrastructure and Services:
MARCO SANGUINERI, General Secretary of Genoa Port Authority, The role of the Port of Genoa in the context of the Silk Road
QIYU TU, Professor, Institute of Urban and Demographic Studies, SASS, Silk City network and the making of strategic nodes of “one belt and one road”
Energy:

MASSIMILIANO VARRUCCIU, Energy Consultant, The Energy Core of the new Silk Raod
Urban Development Projects:
YUBO LIU, Assistant Professor, Institute of Urban and Demographic Studies,  SASS .Identifying Silk Road Node Cities. An analysis of 250 Eurasia Cities
PIERLUIGI COPPOLA, University Tor Vergata Roma, Integrated transport and land – use planning for sustainable cities

16.00 - 16.30  Coffee Break
16.30 - 18.30  Panel Discussion on the Financial Support to Investments along the Silk Road
GUIDO BICHISAO, Director of Institutional Strategy Department, European Investment Bank, European Bank for Reconstruction and Development, New Development Bank Banca Intesa Cassa Depositi e Prestiti
FABRIZIO ZUCCA, EBDR Advisor in Italy, European Bank for Reconstruction and Development
SERGIO G. SUCHODOLSKI, Director General, Strategy and Partnerships New Development Bank
 

18.30   Conclusions. An agenda for the Future.

If you are interested in the events you can send and email to info@strategiaesviluppo.com.

Strategia & Sviluppo Cosultants

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Invito al Western Balkans Investment Summit

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Cari amici e colleghi, 

pensiamo di fare cosa gradita invitandovi al Western Balkans Investment Summit che si terrà lunedì 26 febbraio presso l'headquarter dell'European Bank for Reconstrucion and Development (EBRD) al One Exchange Square, London, EC2A 2JN. L'evento avrà luogo dalle 09.00  alle 17.00.
Al Summit saranno presenti tutti i Primi Ministri delle regioni dei Balcani Occidentali, decision-maker politici e imprenditori. 


"The aim of the event is to highlight potential investment and business opportunities in the region and promote the inflow of foreign direct investment and cross-border projects. It follows the first Western Balkans Summit at the EBRD in February 2014 which for the first time had brought together all prime ministers from the region. It will be opened by EBRD President Sir Suma Chakrabarti, Prime Minister of Bulgaria Boyko Borisov as EU Presidency, and a representative of HMG.
 After the first session, three panels will provide an opportunity to discuss regional projects and opportunities for investment in energy and transport as well as the “soft connectivity” agenda in the Western Balkans. Participants will have the opportunity to engage directly with key political and business representatives.
 In a special session, the prime ministers will together address the audience. They will be accompanied by ministers, other members of governments and business leaders from the region."


Se siete interessati a partecipare mandate un'email a g.picozzi@strategiaesviluppo.com

.

Cordialmente,

Strategia & Sviluppo Consultants

Strategia & Sviluppo Consultants moves its US office to New York City and became an ELITE Partner

 Dear friends and colleagues,  After a few years of presence in Philadelphia we have decided to move our US office to New York City.  Due to the new partnership with Becker, Glynn, Muffly, Chassin & Hosinski LLP, our office will be located at 299 Park Avenue, New York 10171.  Becker, Glynn, Muffly, Chassin & Hosinski LLP ( www.beckerglynn.com ) is a full service, boutique law firm that offers top-level legal services. From its beginnings, Becker Glynn has built an international reputation combining domestic and international practice. The firm represents domestic and foreign businesses in a wide range of industries, including the manufacturing, mining, agriculture, trading, transportation, technology, pharmaceutical, healthcare, real estate, finance, insurance and service industries.  Mr. Eric D. Kuhn, Partner at Becker, Glynn, Muffly, Chassin & Hosinski LLP, will be our reference person there. Mr. Kuhn speaks Italian fluently and he will be in Italy from January 29th till February 9th.  If you are interested in setting a meeting with Mr. Kuhn, in order to analyze the situation in the US market, do not hesitate to contact us at f.zucca@strategiaesviluppo.com .     Furthermore from January 1st 2018 we have become ELITE Partner.  ELITE ( www.elite-growth.com ) is an international platform, deeply rooted in each domestic market thanks to partnership with local institutions combined with the opportunity to access international support and advice.  It boosts growth by providing companies with access to the capital, skills and networks needed  to strengthen scalable, sustainable and economically impactful enterprises, from the early stages to full  maturity.     Strategia & Sviluppo Consultants   

Dear friends and colleagues,

After a few years of presence in Philadelphia we have decided to move our US office to New York City.

Due to the new partnership with Becker, Glynn, Muffly, Chassin & Hosinski LLP, our office will be located at 299 Park Avenue, New York 10171.

Becker, Glynn, Muffly, Chassin & Hosinski LLP (www.beckerglynn.com) is a full service, boutique law firm that offers top-level legal services. From its beginnings, Becker Glynn has built an international reputation combining domestic and international practice. The firm represents domestic and foreign businesses in a wide range of industries, including the manufacturing, mining, agriculture, trading, transportation, technology, pharmaceutical, healthcare, real estate, finance, insurance and service industries.

Mr. Eric D. Kuhn, Partner at Becker, Glynn, Muffly, Chassin & Hosinski LLP, will be our reference person there. Mr. Kuhn speaks Italian fluently and he will be in Italy from January 29th till February 9th.

If you are interested in setting a meeting with Mr. Kuhn, in order to analyze the situation in the US market, do not hesitate to contact us at f.zucca@strategiaesviluppo.com .

 

Furthermore from January 1st 2018 we have become ELITE Partner.

ELITE (www.elite-growth.com) is an international platform, deeply rooted in each domestic market thanks to partnership with local institutions combined with the opportunity to access international support and advice.

It boosts growth by providing companies with access to the capital, skills and networks needed  to strengthen scalable, sustainable and economically impactful enterprises, from the early stages to full  maturity.

 

Strategia & Sviluppo Consultants

 

Ukraine: perspectives and state of reforms

Ukraine: perspectives and state of reforms

by SSC and Iana Seleznova

"Market confidence and company efficiency are the result of good corporate governance. If the company has the right management system, it will grow and flourish, "- Fabrizio Zucca.

Fabrizio Zucca, Professor at SDA Bocconi School of Management and President at Strategia & Sviluppo Consultants, on December 2 held a one-day seminar on Corporate Governance and Strategic Risk Management for managers of Ukrainian state-owned companies that are studying at the KSE SOE MBA program.

 

The workshop was held under the project #UkraineReforms, which was launched at the end of 2014 by the Wilfried Martens Center for European Studies in cooperation with the Kyiv School of Economics, the Reanimation Package of Reforms and the Ukrainian Center for European Policy. Moreover, Fabrizio Zucca also participated at the KSE public discussion "The Price of Privatization".

 

Please, see the video of the discussion via the link (in English):

https://www.youtube.com/watch?v=J3ul_8L092s&t=2723s

You can also watch Fabrizio Zucca’s interview on Persha Spalta TV program (in Ukrainian):

https://www.youtube.com/watch?v=U7jcK0ymVUY&feature=youtu.be&app=desktop

According to the World Bank’s latest Ukraine Economic Update, Ukraine’s economy grew by 2.3 % in 2016 (after around 16% cumulative real GDP contraction in the previous two years) and grew by 2.4% in the first half of 2017. The recovery was supported by a bumper harvest and a pickup from low levels in manufacturing, construction, and key services.

Boosting economic growth to 4 percent or more in the next two years is critical to reduce poverty and improve living standards for the Ukrainian population. This will require progress on an ambitious package of reforms, including in land markets, financial sector, anticorruption, and privatization, to stimulate investment and productivity.  Ukraine needs also a systematic fiscal consolidation effort, or it will have to rely on ad hoc revenue measures and expenditure cuts, which would undermine debt sustainability, growth prospects, and the quality of social services.

Also key sectors exhibiting relative strength, such as manufacturing, trade services, and transport continued to grow at a modest pace—3.7%, 3.5%, and 4.4%, respectively—in the first half of 2017. The mining and utility sectors contracted by 6.6% and 5.5%, respectively, due to the trade blockade against uncontrolled areas of the Donbas region, which affected coal, steel, and electricity production. On the other hand, construction and fixed investment continued to exhibit strong growth in the first half of 2017—at 26% and 22%, respectively—pointing toward strengthening investor confidence in some areas. Merchandise exports grew by 23% in the first half of 2017, mostly due to improving commodity prices, after declining by 13% in 2016. 

The moratorium on agricultural land sales, along with weaknesses in the transparency of land rights and transactions, are major impediments to attracting investment and unlocking productivity in Ukraine’s agriculture sector. Without the ability to purchase land, farmers have a lower incentive to undertake productivity enhancing investments, and also cannot use land as collateral to secure financing from banks.

A land reform is critical to improve living standards for the Ukrainian people, by driving higher economic growth and incomes for the population, and improving the returns on land for millions of small landholders. The Government has declared land reform a priority, beginning work on improving transparency, exploring mechanisms to facilitate access to finance for farmers, and discussing design principles of a draft land turnover law with stakeholders. It is critical that the work on strengthening transparency and access to finance is completed and that a draft land turnover law is expeditiously submitted to Parliament for approval so that the moratorium can be lifted on January 1, 2018.

Even if Ukraine has experienced acute political, security, and economic challenges during the past three years, since the “Maidan” uprising in February 2014, the new Government which took office in April 2016 has committed to continuing previous reform efforts, and a government program and action plan covering a wide-ranging reform agenda were issued in May.

Key reforms undertaken since 2014 include: carrying out significant fiscal consolidation, moving to a flexible exchange rate, reforming energy tariffs and social assistance, making public procurement more transparent, simplifying business regulations, stabilizing and restructuring the banking sector, adopting a health reform package, and establishing anti-corruption agencies and asset disclosures for public officials, all the while contending with powerful vested interests that continue to oppose reforms. Going forward, Ukraine will need to advance reforms on multiple fronts to achieve sustainable recovery and shared prosperity.

The fiscal deficit is projected to widen to 3.5 percent of GDP in 2017 due to higher public sector wages and spending on social programs. Reducing the fiscal deficit to 2.5 percent of GDP in 2018 and beyond will require adopting responsible pension reform and implementing education and health reform in a manner that improves the quality of services while optimizing the school and hospital network.

Poverty remains significantly higher than pre-crisis levels and faster economic growth is critical to reduce poverty going forward. Disposal incomes contracted sharply in real terms in 2015 due to the deep recession and unsustainable social benefits. Fiscal expenditures and revenues grew strongly in the first half of 2017, with the supplementary budget adding to expenditure pressures for the rest of the year. In 2016, the fiscal deficit widened to 2.2% of GDP due to lower social security contributions, despite expenditure restraint and growth of other revenues. In the first half of 2017, both expenditures and revenues exhibited strong growth. Expenditures were up by 13.5% in real terms due to the increase in the minimum wage, as well as higher spending on social programs. Revenues also grew strongly by 22.8 in real terms in the first half of 2017, driven by higher revenues across the board, including personal, corporate, and value added tax, as well as social security contributions and non-tax revenues. As a result, the fiscal balance in the first half of 2017 amounted to a surplus of 0.9 percent of full year GDP. However, the supplementary budget adopted -in July 2017 adds to expenditure pressures for the rest of the year, including higher spending on military, social programs, and capital investment. As a result, the fiscal deficit in 2017 is expected to exceed the target of 3% of GDP. At the same time, the public debt level continued to grow, reaching 85% of GDP as of July 2017, due to the high cost of bank recapitalization. In September 2017, Ukraine successfully issued $3 billion in Eurobonds, of which $1.3 billion is new financing, with the remaining amounting helping to refinance bonds due in 2019.

 

The growth outlook is affected by two key factors: Ukraine faces continued headwinds from the conflict in the Donbas region, as evidenced by the coal and trade blockade with the uncontrolled areas and an ambitious package of reforms the authorities have been working on to address structural bottlenecks and advance growth prospects. The next few months are a critical window of opportunity within which to lock in these important reforms. Establishing a transparent market for land transactions would enable Ukraine to tap its vast potential for agricultural exports. Strengthening the governance of state-owned banks and putting in place measures to streamline resolution of non-performing loans (NPLs) would enable a gradual resumption of lending to the private sector. Deeper anticorruption reforms, further improvements to the business environment, and progress on privatization would strengthen investor confidence and attract foreign investment. Locking in these reforms in the next few months could raise growth to 4 percent or more in the next two years.

EXPORT

Russia started to block trade transit for Ukraine in 2016 and Ukrainian business was poorly prepared for competition in Europe in general.

If the technological and management capacities of Ukrainian companies were enough for CIS and other developing markets, they were not enough to win the race in the EU.

After Russia has closed its markets and domestic market slashed as well for many exporters the only alternative exists today: Switch to EU standards or forget about exports.

Only in 2017 the Deep and Comprensive Free Trade Area (DCFTA) started demonstrate positive results. The stagnating world demand and trade wars with Russia severely hit Ukrainian exports rebound in 2012 – 2015 from 69% to 36% (-47% from 2012 to 2015) but in the 1st half of 2017 exports started to grow with an increase of 24% from the 1st half of 2016.

EU’s back to game again: in fact there’s a change of exports priorities, 40% from total went to EU markets in 06M 2017 while Russian share dropped to 9%, but value of exports to EU (in USD bn) started to rise in 2017, but the EU market remains closed to “old-style” entrants from Ukraine due to non-trade barriers and weakening demand from EU side. Ukrainian export started to grow to Turkey and to Belarus.

PRIVATIZATION

The launch of privatization has been on the agenda of the Ukrainian government for many years already and has become number one priority for further economic recovery of Ukraine nowadays.

In March 2015 the International Monetary Fund (IMF) has approved a four-year lending program for the Ukrainian economy, the Extended Fund Facility (EFF) worth circa €6.3 million. Ukraine has already received four tranches while the next tranche was expected in September 2017. However, Ukraine failed to fulfill several mandatory conditions for the program revision, including the adoption of laws on the anti-corruption court, on pension reforms and privatization. Hence, the next tranche may be possible in the second quarter of 2018 if the program will be reviewed in February-March.

There are about 3,500 state-owned enterprises that should be privatized. The largest companies to be privatized in terms of assets are: Oschadbank, Ukreximbank, The State Food and Grain Corporation of Ukraine, PrivatBank, Centrenergo, Turboatom, the Agrarian Fund. The economic, legal and financial obstacles that exist in the state-owned companies make it very hard to sale many of them. Now the Ministry of Finance of Ukraine is designing a privatization strategy and a draft law will be hopefully approved by 2018. On the 8th December 2017 the State Property Fund of Ukraine (SPF) has approved a list of almost 100 enterprises eligible for privatization in 2018, among which combined heat and power plants, enterprises in the chemical and energy sectors and others. 

THE MOST PERSPECTIVE SECTORS FOR INVESTMENT

Agribusiness sector.

According to various estimates Ukraine boasts over 30% of the world’s reserves of the most fertile black soils. The share of agrarians in total export is 40%. Though the ban on sale of agricultural land was extended by one year, it should not stop any agricultural venture from entering this market with the biggest potential of its kind in the world. Nowadays Ukraine is the most suitable location for organic products and sustainable biodynamic farming. About 400 thousand hectares of Ukrainian land are certified for organic farming. Taking into account the growing international demand for food, agricultural infrastructure (field granaries, port grain elevators) is also becoming increasingly demanded by the sector. Such modern agricultural technologies as fuel control systems and parallel driving are also becoming much requested in Ukraine.

 

IT service and software R&D sector.

This sector has demonstrated double-digit growth year-over-year and shows great potential due to the country’s large skilled force. According to the recent studies Ukraine is among the top-20 IT services exporters in the world. Nowadays this sector is becoming more and more important for the national economy. It passed from 0,6% of the GDP in 2011 and is expected to reach 6% in 2020. In the Human Capital Index Ukraine is on the 24th place, with 16,000 IT-specialists graduating from the Ukrainian universities. Nowadays, over 1000 IT-companies and more then 100 science centers operate in Ukraine. There are several IT-clusters (Kiev, Lviv, odes, Kharkiv, Dnipro) while the principal activities are software development and outsourcing.

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Energy sector.

The Ukrainian energy sector is undergoing a complex transformation. On the one hand, energy infrastructure needs major upgrade and restructuring. On the other hand, rising energy costs and increasing deficit of traditional fuel sources stimulate the development of alternative sources of energy. Ukraine has huge biomass potential which can be used for biofuel production. Moreover, Ukraine has favourable conditions for the production of wind and solar energy, especially in the south of the country. Privatization in the electricity and gas sectors, accession to the energy community and the promotion of “green” energy are the main conditions that may increase the investment attractiveness of the already prominent energy sector in Ukraine.

 

THE STATE OF IMPLEMENTATION OF THE ASSOCIATION AGREEMENT BETWEEN THE EUROPEAN UNION AND UKRAINE: CURRENT SITUATION AND FUTURE CHALLENGES

(by Iana Seleznova)

Summary

The aim of the present paper is to describe the state of the Ukrainian Reform Plan's implementation which was adopted with the purpose to enforce the objectives, defined by the Association Agreement between the European Union and Ukraine. The paper also identifies the main critical issues which the Ukrainian  institutions will have to deal with in order to comply with the European and International requirements.

***

1.     THE ASSOCIATION AGREEMENT BETWEEN THE EUROPEAN UNION AND UKRAINE

The Association Agreement between the European Union and Ukraine finally came into force on the 1st  September 2017, after having been provisionally applied since the 1st January 2016. This is probably the most dramatic European Union deal with a non-European Union country. Its earlier rejection by Ukraine’s former president V. F. Yanukovich sparked the Euromaidan protests. The Association Agreement, which includes a Deep and Comprehensive Free Trade Area between the European Union and Ukraine (DCFTA), has laid the foundations for the ambitious Ukrainian Reform Plan.

1.     UKRAINE’S REFORM PROGRAMME

Ukraine has been a focus of European and global political attention since 2013. In particular, the International Monetary Fund, the European Union and the United States of America have provided Ukraine with a substantial balance-of-payments and budgetary support, along with technical assistance. Since 2014, the European Union and Ukraine have defined a highly ambitious reform programme. According to that, the Ukrainian authorities have started the process of adoption of deeper and unprecedented reforms in many areas, including banking system, decentralization, energy, free trade, healthcare, human rights, the judiciary, police system, prevention and repression of corruption, public administration, public broadcasting, public finance and public procurement.

2.     THE STATE OF IMPLEMENTATION OF UKRAINE’S REFORM PROGRAMME

2.1  Banking system

In the early 2017, Ukraine has cleaned up a big part of the banking sector and has strengthened the institutional framework of the National Bank of Ukraine (NBU). According to international experts, the decision to appoint a new team of professionals to senior positions within the NBU in 2014 was decisive. Specifically, the NBU’s readiness to close dozens of prominent Ukrainian banks has been an example of rules trumping influence. Thanks to that, all the particularly problematic banks have been closed, changing the rules of the game and putting the country closer to achieve European and international standards.

2.2  Decentralization

The decentralization reforms that began in 2014 have brought relevant change to the country. Local administrations have now more responsibility for the services provided: in particular, with the amendments to the Budget and Tax codes, they have been transferred relevant additional budgetary powers to local governments. Thanks to that, a total of sixty percent of personal income tax, one hundred percent of state duty and one hundred percent of the fees for administrative services are paid into peripheral budgets. Local administrations can also now borrow larger sums from the central government to sustain their spending programs. Another significant point of the decentralization process is the success of the program of voluntary consolidation of hromadas, started in 2015, which has determined the creation of more amalgamated communities and has permitted a more efficient governance of these local entities. Ukraine’s decentralization program is supported by the European Union through a one hundred million project called U-Lead, that has been launched on September 2016.

2.3  Digital society and public broadcasting

The country has prepared several laws to transpose European Union rules applicable to telecommunication services, aiming to ensure the effective allocation and use of radio frequencies and a level playing field in the telecom market. On the 23rd March 2017, Ukraine amended the law on Electronic Commerce. On the 24th May 2017 the Parliament also adopted the new edition of the Technical Regulation for Radio Equipment and Telecommunications Terminal Equipment: the new measures and provisions will come into force in April 2018.

2.4  Economic development and free trade

Following the recession of years 2014 and 2015, Ukraine’s economy started its recovery in 2016. The positive trend has been confirmed in 2017: the gross domestic product grew by 2,5 percent in the first quarter of 2017 and by 2,3 percent in the second quarter of the year. Generally, Ukraine’s business environment has strongly improved, according also to the latest World Bank’s rankings.

With specific regard to agricultural and rural development, Ukraine has put in place several reforms, such as introducing auctions for rental of state land, opening e-services and transferring land rights registration from state registrars to private notaries.

In 2017 Ukraine also adopted the Concept of the State Policy in the Sphere of Consumer Protection, a package of resolutions to improve the corporate governance of strategic state owned enterprises (SOEs) and a strategy for the development of medium and small entrepreneurship.

The country is continuing the implementation of new rules on the protection of rights of shareholders, creditors and other stakeholders, company law, accounting and auditing and corporate governance, aiming to comply with European and international standards on these matters.

With regard to trade matters, in the first eight months of 2017 total trade between the European Union and Ukraine grew by 27,1 percent, compared to the same period in 2016. Thanks to that, the EU has consolidated its position as Ukraine's first trading partner: in particular, after Russia banned Ukrainian agricultural products in 2016 and cancelled its trade deal with Ukraine, the opening of the European Union’s markets helped Ukrainian producers to re-orient their exports. Therefore, Ukraine is now continuing to transfer European Union norms into its legislation, aiming to eliminate differences in safety requirements as the access to the EU’s single market is a powerful incentive.

2.5  Energy

In July 2017, the European Union and Ukraine approved the Annual Work Plan 2017 to implement their Memorandum of Understanding on a Strategic Energy Partnership. Consequently, on the 18th of August 2017, Ukraine approved the new Energy Strategy of Ukraine 2035.

Ukraine’s Energy Reform is not only about a source of income for Ukraine’s Budget, but matters for European regional security. The gas transit has given Ukraine leverage on Russia and shored up the cooperation and interdependence between the European Union and Ukraine on common energy security issues. In November 2017, the Ukrainian government appointed independent directors to the board of Naftogaz Ukrayiny, with the purpose to meet key requirements from the European Bank for Reconstruction and Development (EBRD). This measure was well welcomed by international observers, as a key for good governance and reform in energy sector and state-owned enterprises (SEO).

With regards to energy efficiency, on the 6th June 2017 Ukrainian Parliament adopted the law on Energy Efficiency Fund. Few days later, on the 22nd June 2017, the laws on energy performance in buildings and on commercial heat metering and billing were also adopted.

2.6  Healthcare

Ukraine’s Parliament adopted crucial legislation aimed at fixing the country’s healthcare system. The purpose is to define a new healthcare setup, based on western models, and to replace the remnants of a Soviet system that left Ukraine with one of the highest mortality rates in Europe.

In particular, on the 19th October 2017, the Ukrainian Parliament adopted the draft law on state financial guarantees for the provision of medical services and medicines. The newly approved measures and provisions aim to assign a new role to personal insurances, to create a new institution called National Health Service of Ukraine (NHSU) and hospital districts to regulate the existing network of hospitals, to give financial and managerial autonomy to hospitals, to introduce flexible salary of doctors and to shift from financing a medical institution to financing the services provided to the patient.

2.7  Human rights

In June 2015, the Government of Ukraine notified the United Nations Secretary-General of its derogation from certain human right guaranteed under the International Covenant on Civil and Political Rights and the European Convention on Human Rights, in light of the security situation in the eastern regions of the country. The derogation was reviewed in June 2016. On the 19th April 2017 an interagency state commission was established in order to review the necessity, territorial application and scope of these derogations. The President of Ukraine also requested to the National Security and Defence Council (NSDC) to develop a draft law on the aspects of the state policy on the restoration of Ukraine’s sovereignty over the temporarily occupied territory of the Donetsk and Luhansk regions. The annual Human Rights Dialogue between the European Union and Ukraine was held on the 13th June 2017 in Kyiv: during the meeting, the European Union particularly called for further progress to be made in the investigations into the crimes committed during the EuroMaidan protests and the violent events in Odessa on the 2nd May 2014. On the agenda of the meeting was also the non discrimination policy and the rights of the child: in particular, the European Union encouraged Ukraine to ratify the Istanbul Convention of the Council of Europe on combating and preventing violence against women and domestic violence.

2.8  The Judiciary

In the Association Agreement between the European Union and Ukraine, the rule of law is qualified as a key element of strengthening the cooperation between the parties. In June 2016, Ukraine adopted constitutional amendments concerning the justice sector. The amendments provide for the creation of a new Supreme Court, the simplification of the court system and the strengthening of the independence of the Judiciary. Generally, the access to justice improved, thanks to an increase in legal aid recipients and new legal aid bureaux. In 2017, the Ukrainian Parliament adopted a new law establishing a Constitutional Court and, on the 29th September 2017, the High Council of Justice in Ukraine proposed 111 candidates for appointment by the President as judges at the new Supreme Court. Recently, the President of Ukraine signed the law on introducing the amendments to the Code of Commercial Procedure of Ukraine, the Code of Civil Procedure of Ukraine, the Code of Administrative Procedure and other legislative acts, which aims at bringing the country’s legal procedure in compliance with European and international standards. Thanks to this continuation of justice reforms, the perceived level of judicial independence has increased, according to the latest surveys by the World Economic Forum (WEF).

2.9  Police system and security sector

The Ukrainian police reform process began in March 2014. So far, the highest point of the process was the institution of the new National Police of Ukraine (NPU), which replaced the old militia on the 7th November 2015. According to several international observers, the creation of the new patrol police is generally recognized as one of the main successes in the reform of Ukrainian law enforcement, especially considering the violent events occurred during the EuroMaidan. However, the reform process is continuing, aiming to develop a comprehensive concept of public order policing, to reinforce the principles of intelligence-led policing and to strengthen the capacity of NPO for criminal investigation. In this sector, the Organization for Security and Co-operation in Europe (OSCE) Project Co-ordinator in Ukraine is supporting the process of certification, selection and testing of the police officers, notably for neighborhood and patrol services, even offering re-training programs to the certified militia workers. The OSCE Project Co-ordinator in Ukraine also assists the Ministry of Defence, the Parliament and the Security Service to learn and introduce the  international best practices in the sphere of the security sector.

3.10 Prevention and repression of corruption

Ukraine has instituted some new anti-corruption authorities, aiming to respond to public demand for a fairer and more transparent public system.

The National Agency for Prevention of Corruption (NAPC) is a special status central executive agency that ensures the formation and implementation of the state anti-corruption policy. The NAPC is a collegial body consisting of five members and has the main task to verify the accuracy of state officials’ asset and income declarations.

The National Anti-Corruption Bureaux (NABU) is a law enforcement anti-corruption agency, which has the task to investigate corruption and prepare cases for prosecution. The NABU can also investigate bribery and corruption of foreign officials. The detectives of the agency have received training sponsored by the United States of America Federal Bureaux of Investigation (FBI) and by the European Union.

The Specialized Anti-Corruption Prosecutor’s Office (SAPO) is an independent structural unit of the Prosecutor’s General Office of Ukraine. The SAPO guides the investigations conducted by the NABU.

3.11       Public Administration

Ukraine is continuing to implement the 2016-2020 Strategy on Public Administration Reform (PAR). In particular, Ukraine has launched the concept of reform staff positions, focusing on the merit-based and transparent recruitment of officials. The country is also implementing a comprehensive policy cycle management, policy-making and salary reform, an e-Governance system, a human resource management information system and a new law on general administrative procedure.

Recently, the reform implementation in public administration has been confirmed as the key for a good governance and as essential for the resilience' strengthening, in the Declaration signed off on the 24th  November 2017, during the Eastern Partnership Summit.

3.12 Public Finance Management

In February 2017, Ukraine adopted a new Public Finance Management (PFM) strategy. Then, in May 2017, a connected Action Plan was adopted. Thanks to that, the country aims to create fiscal space, by eliminating inefficient public spending and by strengthening revenue mobilization, and to make more strategical the budgeting process, with the improvement of programme-based budgeting and the introduction of medium-term budgeting. Ukraine also has started the reform of internal control of public finances, by transferring the Central Harmonisation Unit for Public Internal Financial Control from the State Audit Service to the Ministry of Finance. On this matter, the country is jointly supported by the European Union and the World Bank, through the Strengthening Public Resource Management Project: in particular, the European Union provided a 3,03 million Euro grant, which main beneficiaries are the Ministry of Finance and the National Agency of Civil Service. As recognized by the same World Bank, the country has made considerable progress in reducing large structural imbalances and restoring macroeconomic stability.

3.13 Public Procurement

A key area of the reform plan is Public Procurement (PP), a huge arena for corruption in the 1990s and 2000s. Making it fair and transparent is an important goal of the Association Agreement. It has been also qualified as a requirement for an International Monetary Fund (IMF) disbursement and EU visa waiver. However, on these field, Ukraine went further: its online procurement system, called “ProZorro”, has already become a global brand. Thanks to that, also in 2017, Public Procurement continues to be one of the flagship of the government. According to the PP reform strategy 2022, Ukraine started to work on a significant approximation package to be adopted in 2018. As recognized by the European Union in its last progress report, the business community, civil society and the professionalization efforts through on-line PP training for public officials achieve high take-up and bring successes. Thanks to all these efforts, Ukraine was admitted to join the World Trade Organization’s government procurement agreement.  Even the European Bank of Reconstruction and Development (EBRD) accepted Ukrainian e-procurement model as a showcase of the digitalization of state tenders.

                 4.   FUTURE CHALLENGES

The reform plan’s results have been achieved despite the security problems caused by the current conflict in Eastern Ukraine. The EU reaffirmed its commitment to support Ukraine in continuing to accelerate reforms and their sustainable implementation, confirming also its firm and continuing support to Ukraine's independence, sovereignty, territorial integrity and union, by condemning and not recognizing the illegal annexation of Crimea and Sevastopol by Russia. In this matter, the EU endorsed its support for the implementation of the Minsk agreements and a peaceful and sustainable resolution of the conflict in eastern Ukraine, and expressed a strong concern for the deterioration of human rights in the Doneck and Luhansk regions and the violation of persons belonging to ethnical and religious minorities and those who don’t recognize Russia’s illegal annexation. The European Union constantly stresses the importance of continuing the reforming efforts and intensifying the implementation of reforms in key areas such as better healthcare, rule of law and taxation, the fight against corruption, the judicial reform and more efficient public administration. Some of these reforms have just started, but many of them depend on human capital: the need to recruit new people, honest and professional, remains the biggest challenge. In fact, insufficient staffing at public institutions continues to represent an important obstacle. Reforms are costly and time-consuming but, despite such problems, the signs are numerous that changes are taking place and that they are irreversible.

References

1.     W. Aldershoff, Ukraine’s reforms on the rule of law have stagnated, on Financial Times, 13th September 2017.

2.     M. Antonovych and J. Wamberg Andersen, Reform Watch, on Kyiv Post, 1st October 2015.

3.     A. Bor, Ukraine appoints independent Naftogaz board directors to boost reform, on platts.com.

4.     Business Ukraine Magazine, Ukrainian banking sector reform: National Bank of Ukrain now has “different institutional DNA”, on bunews.com.

5.     Z. Chernenko, What Ukraine’s healthcare reform is about, on euromaidanpress.com.

6.     European External Action Service, EU-Ukraine Human Rights Dialogue, Kyiv, 2017.

7.     E. Hart, Ukraine’s Police Reform: What’s Really Going On?, on Kyiv Post, 16th November 2017.

8.     High Representative of the European Union for Foreign Affairs and Security Policy, Joint Staff Working Document – Association Implementation Report on Ukraine, Brussels, 2016.

9.     High Representative of the European Union for Foreign Affairs and Security Policy, Joint Staff Working Document – Association Implementation Report on Ukraine, Brussels, 2016.

10.  B. Jarábik and Y. Yesmukhanova, Ukraine’s Slow Struggle for Decentralization, on carnegiendowment.org, 8th March 2017.

11.  O. Liemienov, Guide on Anti-Corruption in Ukraine, Kyiv, 2016.

12.  M. Nefyodov, Ukraine’s public procurement solution, on Kyiv Post, 31st May 2017.

13.  Office of the United Nations High Commissioner for Human Rights, Report on the human rights situation in Ukraine 16 May to 15 August 2016.

14.  Office of the United Nations High Commissioner for Human Rights, Report on the human rights situation in Ukraine 16 May to 15 August 2017.

15.  R. Olearchyk and M. Peel, Naftogaz resignations spark concern over Ukraine reforms, on Financial Times, 21st September 2017.

16.  A. Prokip, Why Energy Reform in Ukraine Matters for European Regional Security, on wilsoncenter.org.

17.  O. Sukhov, Reformer and anti-reformer of the week July 7, on Kyiv Post, 8th July 2016.

18.  World Bank, Ukraine Public Finance Review, 2017.

19.  World Bank, Ukraine to Increase Transparency, Efficiency in Public Resource Management, with European Union and World Bank Support, Kyiv, 2017.

20.  World Economic Forum, The Global Competitiveness Report 2016-2017.

21.  V. Yermolenko and R. Minich, Ukraine’s reform driving is powering ahead, on Financial Times, 6th September 2017.

22.  M. Zhernakov, Judicial reform in Ukraine: mission possible?, on rpr.org.

Shanghai-Milano Twin City Development Workshop

上海社会科学院城市与人口发展研究所

Institute of Urban and Demographic Studies SASS

中国上海淮海中路622弄7号  邮编200020          电话:(021)53060606  传真: (021)63842810

7/622Huaihai Zhong Rd, Shanghai China, 200020          Tel:(021)53060606   Fax: (021)63842810

 

Date: 16-17 Nov. 2017

Co-organizers:

Institute of Urban and Demographic Studies, Shanghai Academy for Social Sciences

Centro di Economia Regionale, dei Trasporti e del Turismo, Universita Bocconi

Venue:

Room 345, Shanghai Academy for Social Sciences 7-622 Huaihai Zhong Lu, Shanghai, China

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16th Nov, 2017

9:30-11:30 Field Studies in the City: Shanghai Urban Planning Exhibition Hall

13:00-13:30 Registration & Meeting with Leadership of SASS

13:30 -14:00 Workshop introduction: Leader from SASS; Key person from Milan (Prof. Senn); Represent from Italy Consulate in Shanghai

14:00 -15:00 Session One: City Strategies: Prof. Qiyu Tu: Shanghai 2040 Master Plan; Prof. Fabrizio Zucca : Long-term Strategy of Milano. Q&A.

15:00-15:20 Coffee Break

15:20-16:20 Session Two: City Comparing: Prof. Lanfranco Senn: Milano and European Cities; Dr. Chuankai Yang: Shanghai and Asian Cities. Q&A.

16:20- 17:00 Roundtable Discussions:Future Cooperation of Twin City: Prof Lanfranco Senn; Prof Fabrizio Zucca; Mr. Alessandro Costa;  Prof Qiyu Tu; Prof. Ning Su; Prof. Wei Tang; And Scholars; Government Officials; Diplomats; Enterprisers. 

17:00 Dinner Reception

 

 

 

 

17th Nov, 2017

9:30-10:30 Session Three: Euro-China City Linkage via Rail and Air from Perspective of the Belt and Road Initiative:  

Prof. Lanfranco Senn: European Rail Network and City linkage view from FERRMED

Dr. Fan Zhang: Europe-China city linkage via Air based on ICAO data

Q&A

10:30-10:50 Coffee Break

10:50-12:00 Close-door Session: Methodology on Competitiveness Comparing between Shanghai-Milano & Asian Cities-European Cities

The following topics to be discussed: Selection of indicators; Combination of indicators (weighting problem); Data base problems; Comparability; Territorial definitions; Timing; Extension to other cities.

12:00-14:00 Business Lunch

14:00-16:00 Optional Site Visit: Shanghai Hongqiao Transportation Complex & Business District

Main Participants

Prof Lanfranco Senn, Universita Commerciale
Prof Fabrizio Zucca, Bocconi School of Management

Mr. Alessandro Costa

Prof Qiyu TU, SASS

Prof Jian Li, SASS

Prof. Ning Su, SASS

Prof. Wei Tang, SASS

Prof Chuankai Yang, SASS

Prof Fan Zhang, East China Normal University

 

 

Serbia: opportunità nei settori energia, ambiente e infrastrutture

Il 25 ottobre si terrà in Assolombarda CMMB un evento sulla Serbia.
 
Sono invitate tutte le aziende interessate alle opportunità offerte dal mercato serbo, nello specifico quelle appartenenti ai settori energia, ambiente e infrastrutture.
 
L'incontro si terrà alla presenza di S.E. l'Ambasciatore della Repubblica della Serbia in Italia, Ljubiša Mihajlović, Direttore per le infrastrutture fluviali del Ministero delle infrastrutture e Branislav Blažić, Segretario di Stato, Ministero della Tutela Ambientale serbo.
Per approfondimenti:
http://www.assolombarda.it/servizi/internazionalizzazione/serbia-opportunita-nei-settori-energia-ambiente-e-infrastrutture

Modalità di adesione 

Le aziende interessate a partecipare all'evento possono iscriversi al seguente link
Le aziende interessate ad avere un incontro one to one con Confindustria Serbia devono compilare la scheda allegata al link dell'evento entro il 22 ottobre ed inviarla a anna.gigliola@assolombarda.it.
Per informazioni:
Anna Gigliola (Area Rapporti Internazionali di Assolombarda CMMB), tel. 02/58370.452, anna.gigliola@assolombarda.it

Strategia & Sviluppo Consultants

 

 

Analysis and opportunites: the Russian ICT Market

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With a current population of 144 Million the Russian ICT market is one of the world’s largest ICT markets but its potential is still untapped. In 2025 the total Population is estimated to reach 148 Million with 124 Million Internet Users and Russia’s Internet Economy (as measured by total ICT spending) is estimated to reach $208.8 billion in 2025 and account for 6.0% of the country’s GDP.

By 2025, every Russian will possess 3 connected devices and 79.0% of the total mobile connections will be smartphone connections. Russia will have the highest Internet penetration among the CIS and the BRICS nations with 500 Million Connected Devices, 274 Million Active Cellular Connections and 235 Million Active Smartphone Connections. By 2025, 90.0% of the total mobile connections will be broadband connections. Another significant data for the ICT market is that online retail in Russia will reach $29.2 billion in 2025 and account for 4.0% of the total retail sales.

Government and state are working together to create a fertile environment for ICT companies which generate over $10B per year. Government and state are the main customers and IT solutions orders exceed $5B a year. As an incentive for ICT companies in Russia the Social tax for IT companies is settled at 14% (vs 30% for other businesses). There are already 30 Science & Technology Parks established across Russia, including 8 IT Parks.

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IT Software

The software market consists of five segments: enterprise applications, enterprise mobility management, information management, security software and software infrastructure. Cloud technology, Big Data, the Internet of Everything, medical devices, transport and analytics applications have been the significant software trends in recent years.

In 2012 the Russian software market experienced double-digit growth and for the five-year period 2015-2020 the performance of the market is forecast to strong accelerate, with an anticipated CAGR of 7.6%, which is expected to drive the market to a value of $7.7bn by the end of 2020. Although growth has been strong in Russia, piracy is a considerable issue. According to the BSA, the rate of unlicensed PC software installations was 62% in 2013 (down from 73% in 2007). In addition, the conflict in Ukraine and subsequent sanctions has affected all parts of Russian industry, including the software market. Import substitution businesses are likely to see a rise in revenues if tensions continue.

The Russian software market had total revenues of $5.3bn in 2015, representing a compound annual growth rate (CAGR) of 6.1% between 2011 and 2015. The software infrastructure segment was the market's most lucrative in 2015, with total revenues of $2.9bn, equivalent to 55.2% of the market's overall value. The enterprise applications segment contributed revenues of $1.7bn in 2015, equating to 32% of the market's aggregate value.

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Competition within the software market is boosted by constant advances in technology, by the presence of large international incumbents and a regular supply of new entrants with alternative business models forcing players to operate increasingly competitive pricing strategies.

Switching costs can be high for industry-specific applications but some partnerships between players promote interoperability. Easy access to the Internet as a distribution channel appeals to new entrants. Open-source software is becoming an increasingly credible threat.

The software market has many buyers: individual consumers, businesses of all sizes, and government institutions. Business buyers come from a very wide range of industries, including banking, retail, logistics, telecommunications and healthcare.

Buyers may be reliant on particular players as software is often industry-specific and/or requires users to be trained to use it, and thus switching costs can be high. However, buyers are often large companies requiring multi-user licenses across their entire business, which provides them with stronger bargaining power. Smaller buyers still require software but have much less power in negotiating price and terms of use.

As a transition to open-source software can be a lower-cost alternative to conventional products, its presence may accentuate price sensitivity in the market, increasing buyer power, particularly as buyers are demanding less complexity and lower costs.

There is also a move to software-as-a-service (SaaS) where buyers pay through regular subscriptions or when they use the software. This software variant requires lower upfront costs and may be more accessible, thus also increasing buyer power. Major players are increasingly switching to SaaS business models due to the march towards cloud computing and open source software. Switching costs are lower in the B2C software segment, particularly with entertainment-based software.

Inputs such as hardware components are often purchased from sole suppliers; these tend to be large companies offering differentiated products, resulting in significant supplier power. Since software is wholly designed on computer hardware, this makes suppliers an irreplaceable part of the market which, combined with the diverse customers that suppliers have and the importance of quality to the industry, increases supplier power. Due to the need for hardware and software to work successfully together and with a widening labor market in computer programming, suppliers may look to forward integrate.

In recent years the software development and the uptake by end-users of broadband Internet access made the access to distribution channels easier. Internet users as a percentage of the total population stood at 70.6% in Russia in 2014, allowing for new entrants to exploit contemporary distribution channels.

There are few substitutes for software. From the perspective of the major players, substitutes in this market are open-source software products, free web-based applications, and pirated versions of existing products. In this case open-source companies receive revenues from services and maintenance. Open-source software is often a lower cost alternative and has been particularly successful in website and web application development. Advances in technology mean that products are continually being introduced to the market, enhancing rivalry and allowing new entrants the possibility of gaining market share. Incumbents are often a dominant force in a specific market and it brings to a strong rivalry.

IT Services

The IT services industry is valued as the combination of the business process outsourcing (BPO) services market, the application services market, and the infrastructure services market.
The Russian IT services industry has historically been posting good growth for a number of years; however, there has recently been a marked slowdown and contraction in 2015. In the forecast period an acceleration is expected in this industry. The Russian IT services industry had total revenues of $3.8bn in 2016, representing a compound annual growth rate (CAGR) of 2.5% between 2012 and 2016.

The infrastructure services segment was the industry's most lucrative in 2016, with total revenues of $1.6bn, equivalent to 42% of the industry's overall value. The application services segment contributed revenues of $1.5bn in 2016, equating to 38.3% of the industry's aggregate value.

Cloud computing systems are expected to achieve dynamic growth over the next few years as buyers expand the use of data centers and advanced analytics in order to manage the vast amounts of data being produced in the connected world. The performance of the industry is forecast to accelerate, with an anticipated CAGR of 3.7% for the five year period 2016-2021, which is expected to drive the industry to a value of $4.6bn by the end of 2021.

Buyers range in size from small businesses to multinational companies and government agencies. The main verticals that invest in IT services in Russia are the government and financial, telecommunications and media industries. Larger buyers, with greater financial muscle, exert more buyer power.

Inputs such as hardware components are often purchased from sole suppliers which are often large companies.

Entry on a small scale is achievable in the IT consultancy market; smaller players have experienced increased growth as both government and commercial institutions increasingly turn to third parties to provide specialized IT support. Similarly, buyers seek to cut costs wherever possible and data processing and other business processes have increasingly been outsourced to specialists, allowing clients to focus on core activities. Large companies in this industry have significant economies of scale in processing and can offer more services; smaller companies can compete by specializing in particular verticals, and offering customized services. Newly developing niche markets will offer opportunities for smaller players in areas such as green IT and the 'Internet of Things'. Equally, industry specialists operating in key markets such as administration and finance have significant opportunities. Nevertheless, new entrants may have more opportunities as brand recognition is not as strong in the domestic Russian market.

Distribution is often limited by technological infrastructure meaning new entrants to developing markets will find difficulties in expanding. In its 2016 Global Information Technology Report, the World Economic Forum ranks Russia 41st out of 139 countries in terms of network readiness, which suggests that the market has room for development in terms of IT infrastructure in comparison to other European nations.

Heathcare IT

Russia will focus on the optimisation of its public healthcaresystem and will look to remove gaps in regional capacities and engagemore private providers. The Russian healthcare system is dominated by public providers; private companies are most active in the outpatient services segment. Starting 2015, all state-funded healthcare services will be funded only from the Obligatory Medical Insurance (OMS) Fund. The private segment will register growing demand as patient awareness increases and as they look for higher quality. Public private partnership schemes will be mutually beneficial as the government cuts spending on infrastructure while private businesses get additional patient flow and funding from the OMS fund.

In particular, the private healthcare services market with a 15-20% annual growth rate over the last 5 years will grow by 17.0% in 2019 and reach $7.2 billion. This market is highly fragmented infact the top 25 participants account for less than a 20.0% share; stomatology and diagnostics services are the 2 major segments with shares of 50% and 20%. By 2018, Russia will adopt all key IT healthcare services, including EMR and telemedicine.

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Cyber security

The CS market has a strong growth trend and the current CS market is USD 1’399 M/year.

The market is ruled by domestic Certifying Centers (CC) and there are around 200 authorized CC in the country. The 41% of the Russian CS market is covered by domestic solutions and western solutions keep a small share.

SIEM- Systems are moving forward, becoming a necessary IT tool for belt enterprises. Recently the market was filled with all-in-one systems, with one box for collecting, storing, searching, normalizing and correlating information.

Another sector that could be interesting in Russia is the Banking IT, infact over the next decade, Russia will see the transformation from SMS banking to mobile banking. The mobile banking segment will reach $3.8 billion in 2025 and account for 39.0% of the mobile payment turnover.

Banking IT

Till 2010 Russian banks remained committed to antiquated bureaucratic procedures and practices. From 2008-2010, banks and banking software vendors started to improve their online banking solutions and services.

The goal of these Fintech companies is to rise the living standars and quality of life of the Russian Population through the use of financial market instruments by the improvement of financial inclusion for household and small and medium-sized business, the improvement of tools ensuring financial market stability and developing financial consumer protection and financial literacy. Another goal is to facilitate economic growth through the competitive access of Russian economic agents to debt and equity financing and risk hedging instruments discouraging malpractice in the financial market, enhancing investor appeal for the equity financing of public companies via improved corporate governance and developing the bond market and syndicated lending market in addition to creating conditions for financial sector growth.

Strategia & Sviluppo Consultants

A Milano per "Lavorare allʼestero con il supporto della Banca Europea per la Ricostruzione e lo Sviluppo"

Il 6 luglio nella sede di Assolombarda Confindustria Milano, Monza e Brianza si terrà lʼincontro informativo e i meeting one-to-one sulle possibilità offerte dallʼistituzione alle aziende del Made in Italy

 Fabrizio Zucca, Presidente di Strategia & Sviluppo Consultants.

Fabrizio Zucca, Presidente di Strategia & Sviluppo Consultants.

La promozione della transizione a mercati moderni e ben funzionanti di 36 Paesi dell’Europa Centrale e Orientale, di Caucaso, Asia Centrale e della regione meridionale e orientale del Mediterraneo è l'obiettivo della Banca Europea per la Ricostruzione e lo Sviluppo (European Bank for Reconstruction and Development, Bers). Ciò sarà al centro dell'incontro informativo, con possibilità di appuntamenti one-to-one, organizzato a Milano da Strategia & Sviluppo Consultants in collaborazione con Assolombarda Confindustria Milano Monza e Brianza il 6 luglio, dal titolo "Bers: Lavorare all'estero con il supporto della Banca Europea per la Ricostruzione e lo Sviluppo. Incontro informativo e one to one".

 

L'incontro informativo, che si terrà in lingua inglese, prevede gli interventi di Giulia Repetto, Head for Internationalization and Foreign Trade Unit di Assolombarda Confindustria Milano Monza e Brianza; Matteo Patrone, Regional Head of Romania & Bulgaria; Andrea Baldan, Associate Director EBRD, Deputy Director TC e Kamola Makhmudova, Associate Director, Trade Facilitation Programme. La partecipazione è gratuita, previa iscrizione online. Le aziende interessate agli incontri individuali con i relatori per approfondimenti devono segnalare la richiesta inviando una e-mail all'indirizzo assolombardaestero@assolombarda.it.

A moderare i one-to-one meeting Fabrizio Zucca, Bers Advisor. "Questo evento - spiega Zucca - così come la nostra presenza a Milano, vuole riportare la Banca, e il supporto importante che essa può dare, al centro dell'attenzione del mondo imprenditoriale italiano in un momento di ripresa ma anche di consapevolezza che il modello basato unicamente sull'export sta raggiungendo: la crescita ulteriore sarà difficile senza effettuare gli investimenti per localizzarsi e strutturarsi sui mercati esteri".

"Nonostante l’Italia sia uno dei principali azionisti della Banca Europe di Ricostruzione e Sviluppo - conclude Zucca - l'utilizzo da parte delle nostre imprese è stato fino ad ora molto limitato. Le motivazioni sono molteplici, da un lato il fatto che le nostre imprese abbiano fino ad ora preferito modelli di sviluppo internazionale senza localizzazioni o investimenti all'estero, dall'altro le scarse informazioni sulla banca e la mancanza di presenza sul territorio italiano hanno ridotto la capacità delle nostre imprese di accedere ai servizi offerti dalla Banca. Spesso inoltre manca totalmente la conoscenza o c'è molta confusione tra Bers e BEI".

TgCom24

Da Lisbona a Vladivostok: una free-trade zone tra Europa e Russia

Il progetto di cooperazione tra Ue ed Unione Euroasiatica al centro di un dibattito coordinato da Andrea Delogu.

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I vantaggi della nascita di una free zone tra la Russia e l’Europa, con particolare riferimento alle opportunità per le aziende italiane, saranno al centro di un dibattito tra sei esperti di politica ed economia internazionale moderati dal vice direttore generale dell’informazione Mediaset, Andrea Delogu. L’incontro si terrà il 19 settembre alle 18,30 in Via Copernico 38, a Milano.

I rapporti tra Russia e Ue - L’Unione Economica Euroasiatica (Eaeu) è un’area di libero scambio, istituita nel 2014, che dovrebbe riprodurre il modello dell’Unione Europea. Ne fanno parte Russia, Bielorussia, Kazakhistan, Armenia e Kirghizistan. Il progetto ha destato interesse negli operatori economici ma, a causa della crisi ucraina, le opportunità sono state “oscurate” dal dibattito sulle sanzioni a Mosca. Gli imprenditori italiani si sono concentrati, più che sull’impegno a investire e lavorare in Russia, su un’attività di lobbying mirata all’attenuazione delle misure restrittive. Ed è stato proprio questo atteggiamento attendista a favorire l’arrivo di aziende estere che, approfittando del calo della presenza italiana, stanno penetrando gradualmente nel mercato russo.

I temi caldi - L’agenda attuale è estremamente urgente per tutte le parti interessate, con particolare attenzione ai settori dell’energia, del trasporto e delle infrastrutture, nonché ai temi legati all’emigrazione. Molti dei business europei sono pronti a cooperare e sviluppare relazioni con le economie dell’Unione Euroasiatica. Come può essere promossa la collaborazione strutturale tra l’Unione Europea e l’Eaeu? E' possibile trovare un accordo di cooperazione globale? L’impennata globale del protezionismo influirà sulla fattibilità del progetto "Big Eurasia"? Saranno queste le domande a cui cercheranno di dare una risposta i sei specialisti che parteciperanno all’evento.

La crisi dell'export italiano - L’Italia è al quinto posto tra i Paesi che esportano verso la Russia, preceduta da Cina, Germania e Stati Uniti. Un piazzamento deludente, soprattutto se affiancato a quello degli investimenti diretti. In questo ambito a primeggiare sono ancora tedeschi e statunitensi, sia per numero che per valore dei progetti. E tra i grandi partner commerciali della Russia, solo Pechino ha condannato le sanzioni imposte da Bruxelles. Non sembra possibile, dunque, uscire dall’impasse eliminando le componenti "esogene" della crisi.

Gli scenari - A frenare le aziende restano soprattutto difficoltà operative, in particolare le barriere tecniche di certificazione di informazione. Per questo, rispolverare un accordo di libero scambio tra Ue ed Eaeu - per quanto oggi politicamente impossibile - può rinvigorire il dialogo per facilitare l'accesso ai rispettivi mercati, riducendo differenze e barriere tra le due aree doganali.

Ad animare il dibattito interverranno: Stefano Maullu, parlamentare europeo e membro della delegazione alla Commissione di cooperazione parlamentare Ue - Russia; Fabrizio Sala, vice presidente e assessore alla casa, housing sociale, Expo 2015 e internazionalizzazione delle imprese; Marco Ricceri, segretario generale Eurispes; Alexander Linnikov, professore associato al Dipartimento dell'Economia Mondiale e della Finanza Internazionale presso l'Università Finanziaria sotto il Governo della Federazione Russa; Fabrizio Zucca, presidente di Strategia & Sviluppo Consultants, SDA professor e associate CERTeT Bocconi; Giorgio Barone, head of Certification Board presso QSA.

TgCom24

 

Lebanon has become the 68th shareholder of the European Bank for Reconstruction and Development (EBRD)

After two years from its application, Lebanon has become the 68th shareholder of the European Bank for Reconstruction and Development (EBRD) looking ahead to become a country of operations after the vote of the EBRD’s Board of Governors, representing the Bank’s shareholders.

Lebanon becomes the 5th member country in the EBRD’s southern and eastern Mediterranean (SEMED) region, joining Egypt, Jordan, Morocco and Tunisia, where the EBRD provides support for policy reform and has been investing since 2012.

To date, the Bank has invested some €5.2 billion in 130 projects across the SEMED region in natural resources, financial institutions, agribusiness, manufacturing and services as well as infrastructure projects such as power, municipal water and wastewater and upgrading transport services.

EBRD expects to seek opportunities to provide support for private sector competitiveness, to promote a sustainable supply of energy and to enhance the quality and efficiency of public service delivery.

In its application to become an EBRD member, the Lebanese authorities said the Bank’s support would play an important role in developing sustainable economic growth in the country by strengthening key sectors of the economy and contributing to reforms.

In addition, the EBRD Board of Governors in May also approved the Bank’s engagement in the West Bank and Gaza for an initial period of five years to support the development of the economy with investments through trust funds.

Economy overview

Lebanon has seen refugees flood across its border to escape the war in Syria, putting a heavy strain on resources in a country already struggling to overcome internal divisions and long periods of political paralysis.

According to the World Bank: ” Up to 1.5 million Syrians, about the 25% of the Lebanese population, have taken refuge in Lebanon since the Syrian conflict started in March 2011. This has strained Lebanon’s public finances, service delivery, and the environment. The crisis is expected to worsen poverty incidence among Lebanese as well as widen income inequality. In particular, it is estimated that as a result of the Syrian crisis, some 200,000 additional Lebanese have been pushed into poverty, adding to the erstwhile 1 million poor. An additional 250,000 to 300,000 Lebanese citizens are estimated to have become unemployed, most of them unskilled youth.

Within this challenging environment, GDP growth in Lebanon in 2016 is estimated to have undergone a slight acceleration to reach an estimated 1.8 percent, compared to 1.3 percent in 2015. The acceleration was driven by an improvement in the real estate sector and an increased number of tourist arrivals. Nonetheless, economic activity remains well below potential, inhibited by decidedly volatile geopolitics and security conditions.

The deflationary trend has reversed in 2016, reaching -0.8 percent, compared to -3.7 percent in 2015. The fiscal deficit continued to widen in 2016 to reach 10 percent of GDP, primarily due to a growth in expenditures outpacing revenues. Public finances are structurally weak and worsening, and in urgent need of reforms. Public debt continued to rise (157.5% of GDP at end-2016), due to low growth and a relatively high cost of debt financing.”

EBRD

The European Bank for Reconstruction and Development (EBRD) was established to help build a new, post-Cold War era in Central and Eastern Europe. The EBRD is committed to furthering progress towards ‘market-oriented economies and the promotion of private and entrepreneurial initiative’. This has been its guiding principle since its creation at the beginning of the 1990s and, new challenges and the welcoming of new countries to the EBRD world notwithstanding, will continue to be its mission in years to come.

The EBRD serves the interests of all its shareholders - 68 countries from five continents plus the European Union and the European Investment Bank - not just those countries which receive its investments (€9.4 billion in 2016).

The EBRD offers financial products tailored to each client. Prospective clients have to demonstrate that their proposed project or business meets the minimum requirements to be eligible to be considered for EBRD involvement. 

 EBRD financing for private sector projects generally ranges from $5 million to $250 million, in the form of loans or equity. The average EBRD investment is $25 million. Smaller projects may be financed through financial intermediaries or through special programmes for smaller direct investments in the less advanced countries.

 The forms of direct financing we offer are: loans, equity investments and guarantees to promote trade.

Under its Small Business Initiative, the EBRD also helps small and medium-sized businesses access the business advice they need to grow, succeed, then grow again, becoming genuine catalysts for their local economies and region.

 

Strategia & Sviluppo Consultants
EBRD Advisors

"AgriAnalytica" - the innovative agricultural lending instrument for small and medium-sized agricultural producers

"AgriAnalytica" - the innovative agricultural lending instrument for small and medium-sized agricultural producers

In order to improve the access of small and medium-sized agricultural producers to lending through credit unions, on May 17, 2017, the Memorandum of Cooperation was signed between the World Council of Credit Unions (WOCCU) and the Company Strategia & Sviluppo Consultants Ukraine (SSCU) within the framework of "The Credit for Agriculture Producers (CAP)".

This is a project in Ukraine, funded by USAID, under which the Company SSCU will provide to credit unions (members of CAP Working Group) free access to agricultural lending instrument, namely to the platform «AgriAnalytica» and will ensure trainings on rules of use for the above-mentioned software.

Thanks to this platform it is possible to create a business-plan and a set of documents necessary for obtaining credit and participation in grants competition. According to the instruments provided by the platform the farmer may determine its planned production costs and revenues, cost of production by features, profitability, predict monthly cash flow, analyze planned and effective production efficiency, compared to those of similar companies. This is a clear competitive advantage in the market and facilitation of access to financial resources.

Most farmers will probably agree that it is very difficult to engage in agricultural business without loans. Often there is a need to finance the purchase of material and technical resources. But how many obligations can the business take over? The first step to answering this question is the evaluation of production and financial situation of the farmer’s business.

Online business plan from "AgriAnalytica" helps farmers predict the actual monthly cash flow to avoid liquidity problems, determine which size of a loan debt is acceptable for business, understand which financial products and instruments fit the business, which is the total effective amount of borrowing in each of proposals and evaluate the proposal prepared by the farmer’s financial institution compared to the proposals of other financial institutions or the credit from a supplier.

Taking advantage of the opportunities provided by "AgriAnalytica" the farmer will have enough information to compare and select the most suitable proposal among all those available from banks and suppliers of material resources, technology and equipment. Online platform "AgriAnalytica" is simple and easy to use and, therefore, will be clear to anyone who is willing to get to know it closer.

The signature of the Memorandum of Cooperation between the WOCCU and the SSCU is only the first step in promoting "AgriAnalytica" platform, more collaborations are ready to come.

For more information, please, visit: www.agrianalytica.com 

Cooperation with Rubber Valley

Cooperation with Rubber Valley

With the final stamp on the file of MOU with Qingdao Rubber Valley Group, our association with China has moved forward one more step, a big step.

Rubber Valley is located in Shibei District, Qingdao, China, with a core planning area of 3000 mu (about 494 acres). It was founded by China Rubber Industry Association, Qingdao Shibei District Government, Qingdao University of Science & Technology and MESNAC Co., Ltd. Rubber Valley is committed to building the highly-integrated industry ecosystem with combination of government-production-university-research-capital and interaction of O2O modes under the philosophy of Platform Economy and boosting the sustainable and sound development of the industry. The Group mission is to promote the sustainable and sound development of the chemical and rubber industry.

Given that Rubber Valley is co-founded by the industry association, the district government, the university and the multinational company, it enjoys vast and various resources, which it is capable of optimizing and utilizing for international cooperation.

After the formal establishment of this China-Italy cooperation in rubber industry, we will initiate a series of events and activities to fasten our business rhythm to China for our Italian clients. For the Italian companieswho are on the upstream or downstream in rubber industry, or research centers in this area, we believe this would be great news. Through our support, no doubt, they will have an opportunity to enter China market more easily.

For anyone who is interested to move, we suggest you move fast, starting from sending us an email: dli@strategiaesviluppo.com. We are always at your disposal.

Doing business in Ukraine: round table in Milan

Doing business in Ukraine: round table in Milan

Last week a round table on Ukraine organized by Strategia & Sviluppo Consultants together with Copernico Innovation Center took place in Milan. It was the first of a series of meetings and events that we will organize during the year 2016/2017 on the international development of the Italian companies. The event focused on different aspects of doing business in Ukraine; from macroeconomic conditions and programs for development to legal and tax aspects and sectors of interest.