Author: mgconsulting503

The business professional, wishing to work and live with his family in the USA, Canada or Mexico, will find many very high quality opportunities through Regina Mundi.

Regina Mundi provides investor services for qualified clients who wish to live and work in the United States of America. Under applicable America laws, Regina Mundi will pre-qualify, apply, and assist the investor in obtaining one of several different visas that will allow the investor and family to live and work in the US.

Through our services we can arrange the opportunities essential to obtain both permission to live/work and to make a profitable investment of the client’s time and money. Our preferred clients are small business owners (50M < USD) and performing artists of recognized national talent. The opportunities we can arrange include employment based immigrant visas within the EB-5 expedited program in the United States, and similar programs in Canada and Mexico.

Small Business Owners

There are three classes of primary work-related visas that are available. First, temporary worker visa holders (such as H, L, and P visas) are not eligible to become permanent residents, but these offer a more rapid admission to the United States and may often be renewed without difficulty. Secondly, there are visa available to students, religious workers, and cultural exchange participants (F, M, J, Q, and R visas).  These require institutional sponsors, limit mobility, and may not be renewed, altered, or allow for status conversion. Finally, permanent workers who are eligible can become permanent residents of the United States through selection in a visa lottery, by the investment of $1,000,000 USD and the creation of 10 full time jobs, or through an adjustment of status as the result of marriage to an existing citizen.

Our business clients most often prefer the investor based visas such as the now famous EB-5 program. This program allows a person and his or her immediate family to obtain a conditional permanent resident permit (with work privileges) sometimes called a “green card.” There are many program rules, but the most important initial rule is to have $1,000,000 USD in cash ready to invest in the United States. The money must be available in current dollars and must be accessible by the applicant and deposited into an escrow account at the time of application. The beneficiaries must invest in an enterprise that creates jobs for US citizens and permanent residents. If the investment is made through an authorized Regional Center, then the jobs created need not be directly created. Indirectly created jobs qualify the client for admission as well.

There are a multitude of advantages to obtainment of an EB-5 Visa relative to other potential green card options. Notably, obtainment of an EB-5 Visa does not require a labor certification process in order to attempt to demonstrate a shortage of U.S. workers to perform the potential job. Moreover, the EB-5 Visa does not require the applicant to maintain an existing home-country business. The EB-5 Visa also does not require extraordinary ability in business.

• Investor must be in the process of investing at least $1,000,000. If your investment is in a designated Targeted Employment Area, then the minimum investment requirement is $500,000.
• Benefit the U.S. economy by providing goods or services to U.S. markets.
• Create full-time employment for at least 10 U.S. workers and other individuals lawfully authorized to work in the U.S.
• Be involved in the day-to-day management of the new business or directly manage it through formulating business policy

There are added advantages found though the Regional Centers over other investor visa programs and the process for approval of the application can run from seven to eighteen months depending upon certain factors.

The business professional should be interested in numerous opportunities to gain a live/work status in the United States through an investment into hotel and resort properties in or adjacent to major metropolitan areas. There are several national branded hotels which are seeking participants in ownership as the banks increase the amount of equity required to renew existing real estate secured loans. One management company, is offering resort properties with contract affiliation to the Fitness Ridge brand of wellness center (Fitness Ridge is the five star version of the “Biggest Loser Resort” of television fame. Visit  http://www.biggestloserresort.com/malibu/  and  http://www.thepeaksresort.com/  for more information).

Performing Artists

Our performing artist opportunities are based on the P-2 and P-3 visa platforms in the United States and focus on client placement within movie productions and concert tours.

The performing artist professional will find exciting opportunities offering live/work status in the United States in concert tours and movie productions. Using a variety of relationships Regina Mundi can offer concert tour promotion contracts and movie and made for television serials in conjunction with existing media projects.

Our team has successfully overcome obstacles and obtained live/work visa status for international and national music stars such as Chris Chameleon, winner of several awards from the Republic of South Africa. The movie and television opportunities available can be sampled by a visit to the web site of Digital Force with whom Regina Mundi will work for media opportunities in the Pacific Northwest states of the United States. Similar opportunities exist in Canada and Mexico.

For more country specific information, proof of licensing and fidelity bonding details, please contact us.

A Primer on Case Initiation (2014)

Summary

The ICC International Court of Arbitration operates under its own rules of procedure which are known as the ICC Rules of Arbitration (the “Rules”) and these are found on the web site for the ICC. Each party appearing before the ICC must follow the rules in order to get the case positioned to be decided. These rules are not the same as those found in the courts of North American or European jurisdictions. However, the similarities are sufficient that most differences will not cause undue additional expense for the parties. The best contracts will be ones which are aware of the Rules and provide the parties with the easiest methods of invoking the ICC jurisdiction in the matter which is the subject to the dispute. The ICC stresses that it is not a “court” in the judicial sense but that it administers the arbitration panels which are the decision makers in the resolution of any dispute before the ICC. The first steps in the ICC arbitration process are referred to as “case initiation” and these are reviewed here to aid business in drafting an effective contract.

First Filing

The ICC will open a case file and assign a case number once two criteria are satisfied pursuant to the Rules Article 4.4: First, the party seeking the ICC jurisdiction must submit a “Request for Arbitration” pursuant to Article 4.1 of the Rules.  Second, the party must wire the required fee (as set forth on the ICC fee schedule).  The Request for Arbitration must contain sufficient information for the Secretariat to assign a caption and case number. The specific information is listed in the Rules Article 4.3 (a) – (h). In summary the petitioner must identify itself and its counsel, then identify the respondent. The documents which give the ICC authority to hear the case must be included, as must any clear and concise statement of the particulars of the dispute, and the relief the petitioner seeks from the ICC. The required fee is wired to the ICC contemporaneous with the filing of the Request for Arbitration.

The wiring instructions are found on the web site but for convenience as of this date the instructions are as follows:

Serving the Respondent

The Rules Article 3.1 require that all “pleadings and other written communications submitted by any party as well as any documents annexed thereto, shall be supplied in a number of copies sufficient to provide one copy for each party…”  which the Secretariat interprets to mean that the party filing must “serve” the Respondent with the documents.  The challenge arises from the nature of the agreement between the Petitioner and Respondent on the issue of how the Notices are “served” or delivered to the parties.

The ICC relies upon the agreement of the parties for the particulars of how documents are served. In all cases the ICC requires the party to demonstrate through documents how service was accomplished.  In the practical perspective a party should carefully look at the Notice provisions in the agreement to simplify the manner and method of service. Each participant should consider how to assure that it receives a Notice in sufficient time to respond and how to issue a Notice which is received with little opportunity for delay by the recipient. There are as many ways to avoid timely delivery of a Notice as there is imaginative people, so keep the Notice delivery provisions in the contract as simple as possible in light of the country in which the Notice must be received.  The parties should make sure that the contract includes a physical address if the parties are agreeing to the use of an overnight courier or hand delivery service. If the parties are agreeing to electronic mail or facsimile service, then the contract should anticipate the possibility that the email file will be too large or that the facsimile should be accompanied by a confirmation of successful transmission by the machine.

The Rules referred to here are those in effect on January 1, 2002 and the ICC reserved the right to change those rules at any time. No warranty is made herein to the accuracy and effectiveness of the writing, and independent counsel should be obtained before relying upon anything written here.

The directors, officers, and employees of any business licensed inside the United States of and its wholly-owned and majority-owned affiliates (collectively referred to as the “company”) must have active policies and controls directed at committed to compliance with the anti-corruption laws of all countries and territories in which we operate or market products. Each company must have a culture of compliance is embedded in our management systems, beginning with an Ethics Policy.

The Ethics Policy requires all directors, officers, and employees to comply with all applicable laws and to record all transactions accurately in our books and records. The Gifts and Entertainment Policy, Political Activities Policy, and International Operations Policy address related topics.

The purpose of this Anti-Corruption Ethics Policy is to familiarize each employee with the U.S. Foreign Corrupt Practices Act (“FCPA”), and the principal global anti-corruption conventions that apply to all United States performing businesses. Every Director, officer and employee is expected to comply with applicable policies, guidelines, and procedures described in the following pages, and to consult with his or her supervisor and the lawyers whenever there is a question about the legality of an action to be taken by or on behalf of the company.

The FCPA is not the only transnational anti-corruption statute. Since 1996, more than 100 countries have signed one or more of a series of multilateral conventions under the auspices of the Organization for Economic Co-operation and Development (OECD), the Organization of American States (OAS), the Council of Europe (COE) and, more recently, the United Nations, and the African Union. Those conventions require signatory countries to criminalize a wide range of offenses, including bribery, diversion of property by public officials, trading in influence, illicit enrichment, money laundering, and concealment of property. They also seek to establish accounting standards for private companies, to provide for recovery of stolen assets, and to eliminate the tax deductibility of bribes. They also establish and require mutual legal assistance, including extradition, among signatory countries in the investigation and prosecution of corruption offenses, which has led to numerous case referrals and has greatly facilitated the prosecution of corruption cases in many jurisdictions. Implementation and adherence to the conventions by countries are encouraged through monitoring by intergovernmental task forces established for this purpose.

As a result, in addition to pre-existing domestic bribery laws, dozens of countries throughout the world now have laws similar to the FCPA criminalizing transnational official bribery. Those transnational standards are equalizing the terms of competition among competitors from countries with historically different legal standards and business traditions.

Ethics Policy

The policy of every company must be is to comply with all governmental laws, rules, and regulations applicable to its business. The company’s Ethics policy does not stop there. Even where the law is permissive, the company must always choose the course of highest integrity. Local customs, traditions, and mores differ from place to place, and this must be recognized. But honesty is not subject to criticism in any culture. Shades of dishonesty simply invite demoralizing and reprehensible judgments. A well-founded reputation for scrupulous dealing is itself a priceless corporate asset. A core value of the Ethics Policy is that the company cares how results are obtained, not just that they are obtained. Directors, officers, and employees should deal fairly with each other and with the Company’s suppliers, customers, competitors, and other third parties. The company expects compliance with its standard of integrity throughout the organization and will not tolerate Directors. Officers, and employees who achieve results at the cost of violation of law or who deal unscrupulously. The company’s directors and officers support, and expect the company’s employees to support any employee who passes up an opportunity or business advantage that would sacrifice the ethical standards set out in this policy.

It must be and is a core value of the company that all transactions will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the company’s books and records, and to be honest and forthcoming with the company’s internal and independent auditors. The company expects candor from employees at all levels and adherence to its policies and internal controls. One harm which results when employees conceal information from higher management or the auditors is that other employees think they are being given a signal that the company’s policies and internal controls can be ignored when they are inconvenient. That can result in corruption and demoralization of an organization. The company’s system of management will not work without honesty, including honest bookkeeping, honest budget proposals, and honest economic evaluation of projects.

It is the company’s core value  to make full, fair, accurate, timely, and understandable disclosure in reports and documents that the company files with the United States government agencies and officials who so inquire and to do so in other public communications. All employees are responsible for reporting material information known to them to higher management so that the information will be available to senior executives responsible for making disclosure decisions.

Gifts and Entertainment Policy

It is the policy of the company to base commercial decisions on commercial criteria. That policy serves the company’s business interests and fosters constructive relationships with organizations and individuals doing business, or seeking to do business, with the company. In many cultures, those constructive relationships may include incidental business gifts and entertainment. Directors, officers, and employees providing or receiving third-party gifts and entertainment in their corporate capacities are expected to exercise good judgment in each case, taking into account pertinent circumstances, including the character of the gift or entertainment; its purpose; its appearance; the positions of the persons providing and receiving the gift or entertainment; the business context; reciprocity; and applicable laws and social norms. All expenditures for gifts and entertainment provided by the company must be accurately recorded in the books and records of the company.

Political Activities Policy

It is the policy of the company to refrain from making contributions to political candidates and political parties, except as permitted by applicable laws and authorized by the Board of Directors. It is the company’s policy to communicate information and views on issues of public concern that have an important impact on the company. The company considers that registering and voting, contributing financially to the party or candidate of one’s choice, keeping informed on political matters, serving in civic bodies, and campaigning and office holding at local, state, and national levels are important rights and responsibilities of the citizens of a democracy. Directors, officers, and employees engaging in political activities are expected to do so as private citizens and not as representatives of the company. Personal, lawful, political contributions and decisions not to make contributions will not influence compensation, job security, or opportunities for advancement.

International Operations Policy

It is the policy of the company to comply with all governmental laws, rules, and regulations applicable to its operations outside the United States and to conduct those operations to the highest ethical standards. Laws that apply to operations outside the United States include those of the countries where the operations occur, and may also include certain United States laws which govern international operations of United States companies and United States persons, broadly defined. Accordingly, directors, officers, and employees of the company who are involved with the company’s operations outside the United States should consult with legal counsel for advice on applicable United States laws, especially laws regarding boycotts, trade sanctions, export controls, and foreign corrupt practices, and are expected to comply with those laws.

Compliance Overview

The policies set out in this Ethics Policy are the core values of the company adopted and promulgated in order to communicate fundamental expectations and standards regarding integrity and compliance with applicable laws, including the FCPA and the anti-corruption laws of other countries. In addition, the company must adopt and promulgate various formal internal guidelines and procedures relating to its policies. Everything the Directors do must build a corporate culture which is perpetuated by a management stress of legal compliance on a continuous basis and that believes that a well-founded reputation for scrupulous business dealing is a priceless company asset.

The company encourages employees and others to report violations through various channels without fear of retaliation. The company’s policies, guidelines, and procedures are enforced by disciplinary mechanisms including, when fitting, discipline of executives and managers who fail to detect violations. Violations of law and indifference to legal requirements are not tolerated at any level.

FCPA Overview

The FCPA and the laws of other countries prohibit inappropriate payments to obtain business advantage. Although on the surface the FCPA’s requirements and prohibitions seem straightforward, in practice FCPA issues are often subtle.

Anti-Bribery Prohibitions

The FCPA is a U.S. criminal statute that prohibits improper payments to, or other improper transactions with, non-U.S. officials to influence the performance of their official duties. In general, the anti-bribery provisions of the FCPA prohibit giving, paying, promising, offering, or authorizing the payment of anything of value, directly or indirectly through a third party, to any “foreign official” – a term that is very broadly defined – to obtain or keep business or to secure some other improper advantage.

Accounting and Recordkeeping Requirements

In addition to prohibiting bribery, the FCPA requires U.S. companies and their majority-owned affiliates to maintain adequate internal controls and to keep accurate and complete records of the transactions in which they engage. The FCPA also requires those companies to make good-faith efforts to cause the ventures in which they own minority interests to keep such records and proper internal controls.

Jurisdiction

The FCPA applies to U.S. persons or business entities anywhere in the world, to “issuers” of securities regulated by the U.S. Securities and Exchange Commission, and to any person who performs a prohibited act in the U.S. U.S. nationals and residents remain subject to the FCPA regardless of where they are employed or with whom they are working. Such employees associated with non-U.S. companies – either through temporary assignment, by serving on the boards of directors of such non-U.S. companies, or otherwise – remain individually subject to the FCPA even if the non-U.S. companies are not. In such circumstances, there is a risk that the individual employee, or the U.S. parent company, may be held accountable for actions taken by the non-U.S. company.

Penalties and Enforcement

The FCPA has both criminal and civil aspects, and is aggressively enforced by the U.S. Department of Justice and the Securities and Exchange Commission. Representatives of those agencies advise that they investigate allegations that come to their attention through a variety of sources. A company can suffer serious consequences even if it is not convicted and the statutory penalties are not brought into play – mere indictment under the FCPA may trigger significant sanctions. Also, FCPA prosecutions often include charges of other criminal violations, such as mail and wire fraud and conspiracy, and may lead to civil claims against the company. FCPA violations, moreover, can trigger investigations by non-U.S. governments, with the risk of both penalties under local laws and loss of good will.

The FCPA provides for harsh criminal and civil penalties. Statutory criminal penalties for individuals vary according to the offense, but may include fines up to $1,000,000 per violation or imprisonment up to 10 years, or both. Individual officers, directors, and employees of companies may be prosecuted even if the company for which they work is not. Fines assessed against individuals may not be reimbursed by the company. Companies may be fined up to $2,500,000 per violation. Under alternative sentencing provisions, those penalties can be increased significantly.

The FCPA also allows a civil action by the U.S. government for a penalty of up to $10,000 against a company, or against any officer, director, employee, or agent of a company who violates the anti-bribery provisions of the FCPA.

Elements of an FCPA Bribery Violation

The FCPA prohibits every U.S. company and its employees and representatives from giving, paying, promising, offering, or authorizing the payment of anything of value to any foreign official, or to any other person while knowing it would be offered, promised, or given to a foreign official, to persuade that official to help the company, or any other person, obtain or retain business, or obtain an improper advantage.

The FCPA bars such payments even if:

• The benefit is for someone other than the person making the payment;
• The business sought is not with the government;
• The payment does not actually result in business being awarded or an advantage being obtained; or
• The foreign official initially suggests the payment.
• Compliance with the FCPA must be undertaken on a case-by-case basis and often raises difficult issues.

Payments to Non-U.S. or Foreign Officials

As mentioned, the term “foreign official” under the FCPA is broadly defined. It means any officer or employee of a non-U.S. government or of any department, agency, or instrumentality thereof, or of a designated public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. Public international organizations, for purposes of the FCPA, are designated from time to time by Executive Order of the President of the United States. The current list includes the United Nations, the World Bank, the International Monetary Fund, the International Red Cross, the World Trade Organization, and many other organizations. Foreign or non-U.S. officials include employees and representatives of non-U.S. government departments or agencies, whether in the executive, legislative, or judicial branch of a government, and whether at the national, state, or local level. Non-U.S. officials also include officers and employees of companies under non-U.S. government ownership or control, such as national oil companies. The basic FCPA prohibitions also apply to any non-U.S. political party or official thereof and any candidate for non-U.S. political office. While technically those persons and entities are not within the FCPA definition of foreign official, references to “non-U.S. official” in this Summary will include non-U.S. political parties, their officials, and candidates for non-U.S. political office, in the interest of brevity and convenience. In some instances, non-U.S. officials are not treated as government officials by their own governments, and they expect to be treated like any other private business person. For purposes of the FCPA, however, it is legally irrelevant whether a person is considered a government official by the government at issue. The U.S. law definition controls.

Payments to Government Entities

The FCPA prohibits improper payments to individual non-U.S. officials. Good-faith payments to a government entity, such as payments to the host country’s federal treasury required by contract or law, are not prohibited, so long as they are made with due care to the government entity and not to any individual official.

Anything of Value

The law prohibits offering, promising, or giving anything of value to a non-U.S. official to get or keep business or secure an improper advantage. Thus, the prohibition is not limited to cash payments. Anything of value may include:

• Gifts;
• Entertainment;
• Business activities; or
• Covering or reimbursing expenses of officials.

In addition, less obvious items provided to non-U.S. officials can violate the FCPA. For example, in-kind contributions, investment opportunities, subcontracts, stock options, positions in joint ventures, favorable contracts for relatives, scholarships for children, and similar items provided to non-U.S. officials are all things of value that can violate the FCPA.

Payments to Non-U.S. Officials

The FCPA does not expressly prohibit doing business with individual non-U.S. officials or their private business interests, and such business may be legally acceptable so long as the business is arms-length, transparent, and based on fair market value. However, this is an area that presents risk under the FCPA, and great care should be taken before entering into business with a non-U.S. official or a company in which a non-U.S. official has an interest. For example, granting a contract on highly favorable terms to a company in which a non-U.S. official holds significant financial or other beneficial interest could be viewed as a payment prohibited by the FCPA. Therefore it is always wise to analyze any prospective business relationship with a government official carefully in advance to determine that it is in compliance with the FCPA and local law and that this can be demonstrated. Doing business with an official or a related person or company includes the full range of business activities, such as entering into a contract or joint venture, hiring as an employee, consultant or representative, awarding a contract or subcontract for goods or services, making in-kind contributions, granting investment opportunities, or simply paying a fee for services. In each instance, something of value is being provided.

Payment to Non- US Government Entities

The FCPA permits doing business with non-U.S. governments, departments, agencies, and government-owned or government-controlled companies. Indeed, the company’s business requires entering into contracts with host governments and having frequent direct dealings with government entities and officials acting in their official capacities. Those dealings may be in the form of sales to government-owned companies, joint ventures with government-owned or government-controlled companies, and other relationships.

Travel and Lodging

The FCPA does not prohibit aggressive, creative marketing activities. In fact, the FCPA expressly allows a company to pay the reasonable and legitimate expenses of a non-U.S. official, such as transportation, lodging, and meals, so long as the purpose of the trip is for:

• The promotion, demonstration, or explanation of products or services; or
• The execution or performance of a contract with the host government.

This defense under the FCPA is very specific. A general “business purpose” for a trip or an event may not be sufficient to justify payment of expenses on behalf of a government official for purposes of the FCPA.

Gifts, Meals, and Entertainment

Under certain circumstances, customary gifts made to non-U.S. officials and reasonable expenses for meals and entertainment for non-U.S. officials are permitted under the FCPA. For example, customary gifts at holidays, logo gifts, and routine business meals and entertainment often are permissible. Good judgment must be exercised in each case, taking into account pertinent circumstances, including the character of the gift, meal or entertainment; its purpose; its appearance; the positions of the persons involved; the business context; reciprocity; and applicable laws and social norms.

Non-US Political Party and Candidate Contributions

Contributions, whether cash or in-kind, to political parties, party officials, and candidates are prohibited by the FCPA to the same extent as payments to government officials. Please refer to the Political Activities Policy for further guidance on the company’s policy with regard to political contributions.

Facilitating Payments

In some circumstances, a payment to a non-U.S. official may qualify under a narrow FCPA exception for payments made to secure routine governmental actions. Such facilitating payments include, for example, payments made to expedite or facilitate:

• Obtaining routine, nondiscretionary business permits;
• Processing nondiscretionary governmental papers such as visas;
• Obtaining police protection or mail service;
• Obtaining inspections associated with contract performance or the shipment of goods;
• Obtaining telephone, power, or water service;
• Loading and unloading cargo; or
• Similar activities that are ordinarily and commonly performed by an official.

In summary, an employee may make a facilitating payment if it is properly authorized under the company’s Ethics Policy and meets all of the following conditions:

• Does not violate U.S. law, as interpreted and administered;
• Is made to expedite or secure routine government action to which the company is legally entitled;
• Is lawful under applicable foreign law, as locally interpreted and administered;
• Is customary in the country where the payment is made;
• Is small; and
• Is properly booked.

 

Regina Mundi provides receivership services to individual and institutional under the lawful authorities in the countries and states where we operate.

The purpose of the receivership service is to position the business for maximum efficiency, cash flow optimization, and asset protection. We are in the business of building better businesses. We bring that philosophy to our work as a receiver on behalf of the client. The laws of the particular country govern the specific process by which receiverships operate and local counsel in your country and jurisdiction should always be consulted before considering the use of a receivership.

The receivership results in Regina Mundi taking control of the instrumentalities of a business either directly or through independent professionals experienced in the field and hired by Regina Mundi for that express purpose. Using the authority granted by the legal system Regina Mundi will deploy and supervise finance professionals who will take control of the money, and operational professionals who will take control of the day‐to‐day needs of the business enterprise.  Regina Mundi will organize and implement all of the steps necessary for the client to gain the protection of the receivership eliminating the need for the client to look any other place for the team of professionals needed for the process.

For hospitality properties (hotel, motel, resort, or hybrid enterprise) or other real estate developments, our teams will deploy to assess the condition of the property, the income generation and expense of operation, and implement a stabilization and protection program suited for the goals of the client. Our teams will deploy to the various departments such as sales, rooms, food & beverage, and finance in order to continue smooth operations where appropriate or make those changes necessary to meet the client’s priorities.

In the case of a manufacturing business our teams will deploy to the various departments such as production, sales, logistics, and finance in order to continue smooth operations where appropriate or make those changes necessary to  meet the client’s needs. The client will get immediate asset controls from the first day of deployment, and regular reporting, financial transparency all backed by the strong arm of the law to enforce the client’s goals and objectives.

As receivers, Regina Mundi acts as fiduciary who must meet the highest standards of integrity and professionalism within the community. A broad variety of laws apply to prevent corruption, self‐dealing, and unlawful conduct by the receiver and those working on at its direction. Each nation has particular laws applicable to the conduct of the receiver acting under the authority of its legal system.

All countries in the European Union, the United Kingdom, United States of America and Mexico have such laws. In each a receiver may be appointed to protect assets and reorganize a business either for return to investors, turn over to creditors, or for sale and disposition of the proceeds.

Regina Mundi earns its compensation, in primary part, from the successful disposition of the company and its assets consistent with the client’s goals. Modest service charges and reimbursements are assessed during the period of the receivership the client is protected at every step from excessive expenses since each charge must be approved by first the client, and then second by the legal system in all the participating countries where Regina Mundi provides receivership services.

There are many differences between the large institutions which advertise receivership services and Regina Mundi. The operational success of the hospitality business is the primary focus of the Regina Mundi teams for example. The disposition‐based success fee is another difference. At all steps in the receivership the Regina Mundi team has its economic interests directly aligned with the interests of the client, the policies of the receivership laws, and the public purpose of receiverships to protect assets from waste, fraud, and abuse.

For more country specific information, proof of licensing, and fidelity bonding details, please contact us.

A business owner is an entrepreneur with all the risk tolerance and reward that the French word implies. As an entrepreneur, you in particular are a national and international job creator. Your efforts alone will pull the young and old, experienced and inexperienced, good and the “bad” off the unemployment rolls and thrust them into the tax paying workforce. You are building a new “family” and you are the leader, parent, confessor, and employee bank of last resort.

In the United States, you are everything the politicians claim to love. In Europe and Sub-Saharan Africa you are similarly lauded, but at times regulated into despair. The role you play is so important that as a national leader you should hire a, “just as needed” team of professionals to address legal and accounting issues with business expansion. It is just too important an undertaking to omit a good team of advisors.

The advisors, in particular legal and tax, will provide conservative advice which can be summed up as “separate operations from assets, pay as few taxes as possible, and avoid all but the most necessary entanglement with government, banks, and partners/shareholders.” In the advisors version of the doctors’ Hippocratic Oath, they will uniformly advise you in a manner to “cause no harm” to you. Understanding the thinking behind advisors’ advice (some of whom also don’t wish to have responsibility for possible failures), it remains important to retain your vision, hope, and enthusiasm for the enterprise. So, hire them – but remember that you are the, “risk taker,” which is why you create wealth.

A good tax or legal advisor will tell you that the expansion of the business will mean more invested capital and more risk of loss. If there are assets at risk, personal or enterprise, then it is standard practice in most countries to form two distinct entities or companies – one to operate the business and a separate one to hold any items of value. There are many permutations of the concept, depending upon where the income is earned, tax considerations for the owners or participants, and even considerations of where the entity is controlled. The legal analysis for the United States owner is presented in summary on a useful onlinetool – FindLaw – where articles discuss different business forms. The commercial web based legal source – LegalZoom – offers a summary in more general terms.  A more user friendly discussion of the form of business is found in the publication Entrepreneur.

The form or structure of business is really driven by how you plan to manage the business (alone, partners, or with employees), and how you plan to raise the capital needed to fulfill the dream of a successful larger enterprise.  In sum, the basic rule is that an entrepreneur wants to keep separate the “goodies” from the risk of loss, and keep the governance of the enterprise as simple as possible.

A tax professional can also provide a reasonable prediction of the “tax optimization” structures which you also want to consider in order to maximize the return on your investment. As with all commercial transactions, the fewer taxes you pay, the harder it is to raise capital based upon your earnings. So, your professionals should advise you on structure based upon how much capital you wish to raise and how you intend to raise it. Thus, using a local attorney or tax preparer who can form these businesses, obtain tax identification numbers (from relevant taxing authorities), and help you with local regulations is the best way to safeguard your investment of time and money.

There are readily available online forms if you don’t want to do use professionals. However, among other examples, bank accounts will require some particular documents after they are formed which these professionals can obtain easily with practice. Consider hiring professionals to help the formation process, accounting methods, and to set up the regulatory compliant operational procedures needed for success.

The Big Four consulting firms offer comprehensive services. These are expensive as a general matter. Less expensive though possibly requiring more coordination by you as the entrepreneur, would be to use several local service providers for legal, tax, and other regulatory services. Consider getting an estimate from the Big Four first, then look at local alternatives. Some savings are available with the Big Four for comprehensive services (i.e., Anderson offers a Platinum Membership which includes a menu of inclusive services without limitations). Shop the price of advisors and find the best fit – not the cheapest.

Increasing the scale of business when you as entrepreneur, move from the less formal sector to the more formal and regulated one, presents more than mere formation and structure challenges. You already know the risks associated with your business and the like. Advisors can explain the risks of various structures. However, you may not have a completely informed understanding of the capital requirements for regulatory compliance, meeting industry best practices, and the cash to have on hand for operating funds.  Running a “bigger” business takes a surprisingly greater amount of cash on hand than running the “start-up” version. Forbes provides a good discussion of this situation.

The operation of a larger enterprise necessarily requires different personal skills than opening the “start-up” phase. If the entrepreneur is not familiar with running a larger operation with multiple employees, different taxing authorities, and increased regulatory scrutiny, then consider buying into a “franchise” of a larger operation that does something like what you want to do with your expanded enterprise. Not that I or anyone I work with “know” anything about what your business specifically requires, but through years of experience and similar with the published views of some knowledgeable opinion leaders, there is a direct positive relationship between the entrepreneur’s successful investment of time & money and the participation in a reputable national or international franchise. Business.com has an April 2015 study of 28,000 USA based franchises and the report is encouraging.

Respected franchises provide operational guidance, business training, and logistical support that they include in the fees and costs of the franchise privilege. The kind of support that a good franchise offers includes software for tracking the consumers on all levels, integrated with invoicing for funds owed and accounts to be paid, and frequently updated operational advice for changes in regulations (such as such as health, safety, and financial reporting). Reputable franchises usually provide facilities and equipment support in the form of technical guidance on design and purchasing, as well as established relationships with lenders and investors for financing the franchise program. A good first look by an entrepreneur at a franchise opportunity will usually identify both the positive opportunities and possible weakness in the entrepreneur’s own business model. So, consider taking a first look at a franchise as a part of increasing your scale.

Changing your  “scale” presents you with predictable challenges. Every entrepreneur encounters the same type of problems –  tracking personnel (human resources), building and maintaining client relationships (customer satisfaction), government regulatory compliance (at many levels often not previously experienced by the start-up), and the changing volumes of money needed to address all of these challenges at the same time. Frequently, the entrepreneur becomes much more “management” than ever conceived at first. The passion that lights the flame for growth, is frequently overwhelmed by the flames of business “brush fires” as the entrepreneur becomes a full time manager of others.

There is a direct relationship between your happiness as a business leader on the one hand and the recruitment and retention of one or more good managers on the other. You may wish to consider “hiring” a manager whose job is to handle all of the administrative challenges so you may focus on growing the business. If can recruit an existing manager of a similar larger operation you respect, then you could budget in the business plan to hire and assign to this person all of the administrative and management duties which will otherwise fall to you as owner if you do not.  Combining the hiring of a good “manager” with a good “franchise” opportunity would also greatly increase your likelihood of financial success and happiness in the business (some better franchises will require hiring an experienced manager for just this reason). A good management program is a predictor of success. Harvard Business Review reported in 2012 that excellent management rather than financial maneuvers resulted in a 1.5 times greater earnings for the companies which focused on improving market performance through better management. Consider the important value of excellent management when expanding your enterprise.

The challenge presented by both “money issues” and “management issues” is often addressed (whether solved or not) by entrepreneurs through either a (1) a rapid growth expansion plan – using large investment capital of borrowed or raised equity (for the expenses of hiring talent and securing proper materials and infrastructure) or (2) a slow growth expansion plan – using non-institutional capital and opportunistic acquisitions of talent and resources. How you, as the entrepreneur,  select between these two traditional approaches (if not any of several more creative pathways) should be influenced by criteria –  (i) thorough detailed study, planning, and preparation of the expansion, and (ii) consideration of your personal level of risk tolerance, and (iii) often consideration of the quality of the opportunities presented by circumstances. The criteria seldom all arise at once.

There is never “enough” study or planning because the contingencies and variables are too many for even a blockbuster screen writer. Risk is always present. You do your best to plan from the known facts and predictable variables as illuminated by your experience and the professional advisors.  You do your best to account for your prejudices and bias either for or against risk-taking. Nature usually prevails whether you want it to or not. You are who you are in business. Opportunities do not appear on command.

However, if you are considering business expansion, then some circumstances presented themselves and you see a “golden opportunity” either in the form of some circumstance that is just too tempting to look past or ignore. It could be someone offering capital, or a facility or equipment becoming available for “cheap,” or the appearance of the “right” person upon whose performance an ambitious business expansion can be based. Seldom do all three conditions present themselves simultaneously. If they do, go out and buy a lotto ticket that same day.

More often, the opportunity will present itself and the entrepreneur will need to go out and “build” the other two criteria. The first alternative (rapid growth) requires fundamental compromises (usually manifest in a loss of ownership, an increase in expenses, or both). The second alternative (slow growth) requires patience and loss of affordable potential business growth (either passing up the “cheap” opportunities or losing the dominant first in the market field position). Only you can decide which pathway to success to follow – though you should consider when following either – whether you can structure the expansion in a manner that reduces the “risk of loss” should one of the opportunities fail.

Regardless of alternatives chosen (rapid or slow) you will need to consider your enterprise structure in great detail. The structure of a business expansion, in particular of a start-up or small “cap” enterprise should focus on limiting the time the entrepreneur spends away from the core business being delivered. It doesn’t matter what the enterprise delivers, it will suffer, should the entrepreneur be focused away from the service delivery. One readily adopted risk management structure is to “out-source” the expansion employees. Using a recruitment and employment agency to place employees with the enterprise for specific contractual periods will reduce the risk of loss from human resources regulation. The agency takes the front line position for the entrepreneur in all matters relating to the temporary employee (including payroll, discipline, collective bargaining).  Agencies are present in all North American, European, and Sub-Saharan Africa economic communities. In the United States each state governs what services agencies are allowed to provide on behalf of the entrepreneur.

The entrepreneur should embrace this risk management approach since the agency is paid a fee for providing the worker, paying the taxes, and to assume all the risks of workplace injury (where comprehensive injury insurance is offered). Some risks are never delegable, of course, such as an unsafe workplace, but commonly underwritten employer risk is shifted to the agency exclusively through the employment contracts. Consider using outsourced labor as you expand the business in order to avoid front end loading personnel onto the financial burdens matrix of the expansion.

Capital formation is another distraction of the entrepreneur away from the core business. In particular, when debt service is due or when equity demands changes in operations the entrepreneur is very often forced to make “bad” business decisions. The list of reasons and the companion list of “bad” decisions is as lengthy as the imagination. There are several methods of capital formation which reduce the risk of distraction and may be worthy of consideration along both the rapid growth and the slow growth pathways.

Crowdfunding is a very popular method of capital formation for small businesses. There are regulatory guidelines for which professional advice can be essential – though the concept and practice is present in all North American, European, and Sub-Saharan Africa economic communities. The World Bank as of 2013 predicted that it will surpass other forms of private capital formation. Forbes reported on the trend in June 2015.  The upward trajectory in use has not dipped.  There are multiple entities offering the services as facilitators matching private capital to entrepreneurs, holding the funds raised pending the entrepreneur reaching the target goals, and disbursing funds to the entrepreneur under a contract with the contributors.   Businesses as diverse as a baseball bat maker in rural Oregon and a documentary film in South Africa use the crowdfunding model to raise capital.

The United States of America is the leader of crowdfunding both in terms of capital raised and in terms of modern regulation of old institutions (such as the Securities and Exchange Commission (“SEC”) which regulates securities and investment vehicles). The type of investor which may participate and the amount to be raised without regulatory supervision are much more open as a result of The Jumpstart Our Business Startups Act (JOBS Act), signed into law by President Obama on April 5, 2012. The SEC has allowed broad solicitation of funding. More details are available on the SEC web site, and the fact sheet can help you decide if this is the type of funding you wish to seek. The crowdfunding facilitators undertake to insure that the funding is done in compliance with the relevant regulations and laws in the countries where they seek funds.

The European Union has its own version of permitted regulation and facilitators who undertake to comply with those regulations. Review the Commission’s fact sheets if you would like to access those capital markets. In Sub-Saharan Africa crowdfunding as an international funding facility is a variation on an old theme of localized “credit associations” (think in terms of cooperatives, business associations, and religious charities) which are allowed by a variety of regulations and agencies. However, until more substantive regulatory coordination occurs most crowdfunding can only avoid complications if it is funding for “goods and services” (i.e., authorizing receipt of funds by a company regulated by the South African “Banks Act”).

Several countries are revising tax regulation to allow for donations of capital for future stock in “for profit” businesses in the form of crowd sourced equity capital. (i.e., South African companies which register with the Revenue Service as Venture Capital Funds as defined by Section 12J of the Income Tax Act qualify for non-tax treatment of funds received for investment purposes). However, other agencies still labor under laws and regulations which have not yet been modernized to allow smooth crowdfunding (i.e., South African Companies Act No. 71 of 2008 at Section 100 requires all unregistered securities to have a compliant “prospectus” circulated to all potential investors). Rwanda and Tanzania suffer similar regulatory obsolescence despite being among the World Bank rated best places and the fastest growing economies in Africa. Crowdfunding also provides an engine to test the market acceptance of the business model and provides some version of “viral” advertising in advance of the roll out of a larger business. Thus, for the expansion from start up to larger business crowdfunding should be considered in the both growth alternatives and favored in the slow growth version over commercial (bank) credit.

Take into consideration the factors discussed and then revise your expansion business plan in response to what you learn through this process. The business plan will be the governing document in your effort to focus your entrepreneurial energy, and the attention of the existing enterprise as you grow it. Investors, lenders, partners, and your professional advisors too will need to be directed by the vision you set out in the business plan. One of the best interactive business plan tools, regardless of country within which you want to work, is the one hosted by the United States Department of Commerce. The Small Business Administration template is a great user friendly document that guides as well as challenges the entrepreneur to think through the big and little details. Consider this template when preparing the plan and know that it will take a reasonable commitment of time to complete it.

 

By Robert S. Simon,
Regina Mundi Managing Director/Partner • Africa

You will love the country whenever you travel – depending upon where you want to go and what you want to do. Depending upon your specific routes and plan, a rental car can be very useful outside of the urban metros. And, if you plan on any game viewing in the national parks or road trips, spend the extra money for a solid four-wheel drive like a Toyota Forerunner. It is simply more comfortable if you choose to pursue outdoor activities. If you plan only guided day trips from the urban centers, skip the rental car and use Uber. If you want to leave the details to someone who is experienced, I have a Rolodex of tourism professionals to call upon. However, South Africa is very tourist friendly and you can DIY a great many experiences. However, just for some ideas –

Time and Pace

You need at least 14 days “in country,” and that means 14 whole days. When you add two days on either side for travel, you need to block 18 days total. It takes at least (if not more) 22 hours to fly from the US West Coast to Johannesburg or Cape Town (which airport to select depends on the time of year). Jetlag with the nine or ten time zone change can put you out of action for days.

I have a whole bunch of practical information sheets – all nice and tidy – but you need decide how much activity you want versus how much leisurely enjoyment you want to have. One guarantee: you cannot squeeze a lifetime worth of experience into a time capsule, so decide on the pace and your appetite for “seeing” over “experiencing.”

Seasons

The way things work in sub-Saharan Africa is that the Atlantic western side gets winter rain (June – September), and the east side gets summer rain (December – March). The advantages of winter travel are:

• Less grass allows for more mammal viewing
• Fewer biting insect threats (i.e., malaria or Yellow Fever, etc.)
• Fewer European and Asian competitors for facilities thus lower prices as a general rule.

The advantages of summer are:

• Varieties of heat related climates (desert, tropical, coastal) and entertainments
• More opportunities to meet the general population which is typically on holiday this time of year
• More tourist related activities in association with the weather, longer nights, and increase in European and Asian visitors

Based upon the season it is generally recommended to visit in the north and east of the Republic during the winter, and visit the south and west during the summer. In both cases, reservations for critical experiences (i.e., parks & lodging) must be made in advance. A review of the usual sources of tourist information is advised, though making reservations prior to making a plan is discouraged.

Winter

Winter travel should begin in Johannesburg (in local patois, “Joberg”) and end in Port Elizabeth. A map will reveal the north-south axis and the desirability of a route that uses Joberg as a base for visits to the capital, Pretoria, and the renown Kruger Park to the east. A good itinerary includes a road trip southeast, through the Drakensberg Mountains past the scenes of horrific battles of the 2nd Anglo – Boer War (1898-1902)  and the monuments to the Zulu Wars (1879), stopping in Durban in the province of Kwa Zulu Natal.  At this point you need to decide whether to travel north toward the border of Mozambique and see Kosi Bay – a Unesco World Heritage site – and take a zodiac boat off the beach to the reefs to scuba dive Sodwana Bay and the St. Lucia Wetland Park.

Further north along the coast plain takes you to Mabuto, the capital of Mozambique. Beaches with typical “African” resorts are sprinkled along the way. The lure of the Indian Ocean and fresh seafood, and inexpensive five-star accommodations can remind you of Mexico or Morocco.  This time of year is safe from malaria and other diseases, so consider a round trip back into South Africa through the famous Kruger National Park. The Giriyondo Border Post opens into the heart of the Kruger with all the rhinos, lions, and elephants on display as you travel west to the Phalaborwa Gate and the South African nation highways beyond.

If you go this way, you can head to the Kruger Mpumalanga International Airport and drop the rental car, then catch a flight to Durban tocontinue the tour.  Alternatively, rather than go north to Kosi, consider traveling down the coast to Durban, then onward through the area known as the “Wild Coast,” ending in Port Elizabeth. The route to Durban should include few nights at one of the “Big Five” game preserves. The national and provincial parks are excellent and well tourist equipped. Hluhluwe Game Reserve, Imfolozi Game Reserve, Giants Castle Reserve, Falaza Game Park, and several smaller private facilities all cater to the overnight traveler who wants to experience game in an unspoiled setting.

Continuing south into the Durban metro there are typical beach resort towns like Balitto and larger internationally operated resorts such as the Fairmont Zimbali, but the gems are found closer into the Durban metro. My favorites are Umhlanga Rocks hotel – “The Oyster Box” where the food, neighborhood, and beach are all like a little version of Santa Monica, California (without the bling).

While in Durban area there are only a few “must” experience moments. The Shongweni Saturday Market is one of these. Open from 6:30 – 11:30 AM on Saturdays, it is a show case of local food, crafts, live music, and craft beer and wine.  The vendors are uniformly engaging and inquisitive with real jobs during the week.  The short hours and single day make the experience special for vendor and tourist.

The Durban promenade is also worth renting a bicycle and rolling from the Point (at uShaka Marine World) and the South Beach through to the North Beach. This whole sandy stretch presents some of the best swimming on the Indian Ocean (with shark nets and life guards). The Art Deco buildings are seeing a revival much like Miami Beach, Florida but retaining the access of the ordinary with vendors on the parking medians and even a public hospital (Addington Beach Hospital) taking up blocks of prime ocean front real estate.

The Durban curry houses are renown, but I think that a “take-away” picnic enjoyed on a blanket at the Durban Botanic Gardens is the only way to become a true Durbanite for a day. Established in 1849 and free to all, the Gardens are well-kept through the efforts of volunteers. The best places to get that curry may change based on the day – check your relevant sources – but remember one thing: you are on the Indian Ocean so fish curry and prawn masala are really what you want to try. Fresh caught that day and delivered to the chef. The naan bread and the mango lassi to cool the heat of fiery locally grown chilis.

Once you have tired of the good food and warm sand between the toes, head south on either the R102 or the N2 (the roads merge in Durban until the roads reach Port Shepstone) and head to Margate for the first overnight stop. The hand crafted S’khumba Crafts footwear facility is in the banana trees just above town in the village of Ramsgate and worth a visit (I wear mine all the time).

The Wild Coast is so named for several well-earned reasons, like the hard to reach coastal enclaves at such beautiful places as Hole-in-the-Wall, Coffee Bay, Port St. Johns, and Port Edward. There are also attractions like the Cape Hermes Lighthouse, Silaka and Lucha nature reserves, Mthatha Dam, and the Tutor Ndamase and Langeni Passes.

The journey ends in Port Elizabeth, where there are three of the best private game reserves in the Republic (Shawari, Kragga, and Amakhala). There are also tourist-driven experiences such as the Air Force Museum, shark diving, and deep-sea fishing. Small coastal enclaves with extraordinary “Blue Flag” beaches such as Kenton-on-Sea and Port Alfred are worth considering. The golfer who cherishes playing on a “Royal” course will want to make a reservation for the Royal Port Alfred Golf Club course.  Consider staying at the brand-new 5-star Royal St. Andrews Hotel on the property.

Air travel from the Port Elizabeth terminal to Johannesburg’s main Tambo International airport is frequent and there are multiple carriers. The return to Johannesburg should be booked when in country on a one-way ticket from a discount carrier so leaving becomes an act of convenience rather than duty.

Summer

Summer travel should begin in Cape Town (known by locals as “the Mother City”) and end in Port Elizabeth. The Mother City is the gateway to the Republic’s most cosmopolitan and functional province. The vista from the awe-inspiring Table Mountain is matched by the nautical ambiance of the Victoria & Alfred Waterfront development.

Some short day trips in the area could include a visit to the award-winning wineries and breweries in Stellenbosch area, the Cape Point and Cape Peninsula (Cape of Good Hope) and Cape Agulhas (southernmost point of Africa) light houses, penguin sanctuaries, Simon’s Town naval base, and Chapman’s Peak lookout. There are also the World Heritage site biomes of the Garden Route, including the Cape Floral Kingdom. You’ll see Fynbos, Renosterveld, succulent Karoo, sub-tropical thicket and an Afromontane forest (South Africa is ranked third after Brazil and Indonesia in terms of plant diversity).

The Garden Route can also include stops at the Knysna Heads (where the Indian Ocean meets the South Atlantic and Antarctic Sea), the world’s tallest bungee jump at Tsitsikamma (216 meters), and a “sugar shack” self-catering beach-side bungalow nestled in the rocks of the on-shore island of the Robberg Nature Reserve at Plettenberg Bay.

The trip should end with a stay at the Addo Elephant National Park, which offers three distinctly different natural experiences in the presence of elephants. The experience of these majestic animals and the very simple setting of the various rest camps makes for an African experience under the stars that will linger as you board the plane home.

Spring

Coastal and Interior – None of the “interior” (like the diamond mines of Kimberly) is seen on my Summer and Winter suggestions. The interior is really a mid-August through September trip focused on the desert flower blooms. I like the Atlantic coast area from the Swartland north of Cape Town all the way up to the southern beaches of Namibia. If you came and wanted to see some of this landscape, then be prepared for everything from a rainy and snowy 4° C (40° F) all the way to sunny, dry, and 35° C (95° F) – it could all happen in the same day.

A trip on this route would start in Cape Town (after several days of local touring the Cape region, the Winelands, and whale watching on the Cape Agulhas). Head north to the beach community of Langebaan for an overnight at the Thali Thali game preserve or in one of the self-catering units in Paternoster (a small village of arts and farm-to-table food renown). Then travel further north along the N7 to the Cederberg Mountains and the community of Clanwilliam.

This town is the gateway to the Swartberg and the flowers of the high desert to the north and east. The Koi-San people cave paintings proliferate in this area with hiking trails and self-catering accommodations inside the preserve areas. Guided tours to the best caves are recommended.

The flower season will usually find very acceptable small hotels available in the village itself., but I prefer to stay at the Bushman’s Kloof, which includes both game drives, guided hikes, and small high-end resort amenities (most guests are annual repeats).  The drive to the trail heads is about 30km from town and daylight is shorter on this side of the world at that time of year, so I prefer to be closer though it is more expensive. There are also several other options about which I have heard good things.

From Clanwilliam the drive up R364 takes you to the village of Calvinia. The “Upper Karoo” at this time of year is the typical interior of the Northern Cape, but if the weather cooperates the rains will abate, the sun come out, and the flowers will carpet the rolling hills in color. There are several reserves worth viewing, like Akkerndam, Hantam, Oorlogskloof, and the famous Tankawa Karoo National Park. Each has self-catering opportunities which are quite serviceable and pleasant.

North on the R355 takes you to the large border town of Springbok. The junction of the N7 and N14 highways makes this town the South African version of Atlanta, Georgia. In the Northern Cape all roads lead to Springbok.  The Namaqua National Park flower scene is so popular that you need to make your self-catering plans or guest house plans early to secure exactly the dates you want.  The options include specific “flower camps” from August 11- Sept 10 which are well worth the trip. These are rustic beach camps in safari tents with absolutely nothing around you; it’s like being ship wrecked but with your favorite comforts.

This is the point at which you either turn south and head back to Cape Town on the N7 (a long day behind the wheel) or keep going. The enduring will continue north to the Richtersveld National Park – a United Nations World Heritage site – on the frontier with Namibia. Many people make this stop a part of a longer run to the Skeleton Coast of Namibia, ending at Luderitz on the coast. It is a fabulous trip with plenty of good roads, safe environments, and tourist friendly experiences.

If you go this far north, then I recommend that you fly out of Windhoek Namibia on your return international leg. You will be pleasantly surprised by the inexpensive prices and the quality craft this national carrier operates.

Religious and Cultural Tourism

The country is packed with significant religious and cultural monuments and experiences. The anti-apartheid  struggle is reflected in many locations. The British- Boer conflicts for dominance or independence which preceded the struggle have their own important touchstones. The indigenous peoples (now referred to as the Koi-San) have their own history and stories preserved as national treasures.

The collection of religious communities also presents the opportunity to see the old and new traditions. The long established Jewish communities – much reduced as a result of the mandatory military service during the struggle and the opening of Israel to immigration – is still a vibrant and eclectic mix of east, west and the Sephardic traditions of Africa. The Christians have African evangelicals and other “praise” based faith demonstrations. The followers of Islam have a tolerant and distinctly South East Asian flavor rather than the Arabian versions of practice. In  most urban centers there are opportunities to see and experience each of these elements of the great rainbow of cultures and religions which make up the Republic. However, unless adequate time is allowed, you will need to trade off lengthy trips outside the urban centers against these more intense and compact opportunities.

Consider that if you did either the Winter or Summer suggested routes you would need every single day of the 14 to even taste the salt. Everyday beyond 14 is a 100% guarantee of a better and more enjoyable pace of adventure.

By Robert S. Simon,
Regina Mundi Managing Director/Partner • Africa

Africa humbles me every day. I used to believe that I was a good communicator. American trained lawyer focused on complex private party transactions for almost three decades. I just never expected it to be that hard to communicate in sub-Saharan Africa, with English speaking, experienced business people. What I learned over the last ten years is that the culture of trade and the modalities of trade are so different here from those in North America and Western Europe that failures to successfully communicate are more the norm than the exception.

One of my favorite examples arises in South Africa, where I am based, and where I spend a lot of time speaking with business owners. There is an English word with which we are all familiar in some manner – the word is “now” – and each of us may believe that there is a universal English language understanding of what the word “now” means. I, for one, believed (past tense) that “now” meant “right away” or “without delay” or some other measurement of immediacy or instantaneous action. In conversation, my reasonable expectation of the speaker who says “I will do it now” is that the speaker will perform the task instantly and to the preference over all other commitments. Every North American and Western European with whom I have played this word challenge has answered with similar expectations.

However, in most of English speaking sub-Saharan Africa, and in South Africa in particular, the word “now” means something other than “immediate,” and more closely resembles the future indefinite condition. The word “now” can mean tomorrow, or next week, or some other future time but expressly not the immediate future. The word combination, “just now,” is even further removed from immediacy of action and pushes the hope of action further in the future than the mere “now” does.  So, “now” may mean tomorrow but never means today. “Just now” never means today or tomorrow but means some distant future. In business, this is the equivalent of the word “no” meaning “yes” (which also occurs over here).

Does the concept of immediate action have an English word used in trade or business in sub-Saharan Africa? Yes, and it is “now – now” which means immediate and top priority action. In trade or business this language barrier, for which “now” is merely an example, constantly arises to foil expectations and to undermine our efforts to bring our African trading partners inside the North American and Western European culture of trade. When an American is assured by his South African counterpart that the “order was processed just now” there are two very separate interpretations of this statement. The American thinks that the order was in fact processed (past tense) and the timing of the processing is reported as recently passed through the word “just” combined with “now.” But, that is the exact opposite of what the South African is expressing. He or she, regardless of race or ethnicity, is saying that the order has not been processed and may not be processed either today, tomorrow or the remainder of the week. The message being conveyed is that the order is in the line of order which at some future point in time will be processed.

Few communication experiences, such as that of the word “now,” best summarize the frustrations which drive ambitious or well-meaning business Western people out of Africa. The culture of trade with the West demands transparency, honesty, reliability and timeliness. The simple miscommunication using the word “now” more often than not is the first break in the trust required to do honest and efficient business. There are others which contribute to the breakage and ultimately render the relationship unsalvageable.  On the African side – no one has lied or been dishonest – the message was as intended. It was in the expectations created by the same English words that the failure arises, and it is a preventable failure.

There are many approaches used by North American and Western European businesses when entering the African markets. The local partner is one of many approaches, and in post-revolutionary countries frequently indigenous ownership is required in whole or in part. Selecting the partner presents the same communication challenge though inside the enterprise rather than outside. The better approach is to recruit a local agent schooled in the culture of trade and who can act as the soft filter for the relationship thus insuring that communications are successful. Finding a person who knows when “now” means immediately and knows how to convey that message – will make business more efficient and build up a culture of trust with the African side.

By Robert S. Simon,
Regina Mundi Managing Director/Partner • Africa

Regina Mundi recommends that clients consider using the United Nations Convention on Contracts for the International Sale of Goods (CISG) when buying and selling across international borders. The purpose of the CISG is to make it easier and more economical to buy and sell raw materials, commodities and manufactured goods in international commerce. Without the Convention, there is greater room for uncertainty and disputes. The sales law of one country often differs from that of another. In international transactions, there is often doubt about which nation’s law controls.

Where there is doubt about the rules that apply, the parties cannot be sure of their rights and obligations. The CISG does not apply to contracts to provide services alone. Generally, it does not apply to sales of goods bought for personal, family or household use. The nationality of the buyer and seller, the place where the buyer takes delivery, and whether the goods are to move from one country to another country do not matter.

Unless your contract says that the CISG will not apply or the parties otherwise so indicate, the CISG can apply automatically to your transactions with foreign buyers or suppliers of raw materials, commodities and manufactured goods. The CISG governs contracts for the sale of goods that are between sellers and buyers whose relevant places of business are in different countries that have made the CISG part of their law, called “Contracting States.”

The United Nations Treaty Section publishes a list of Contracting States, which is available to subscribers on the Internet. The nations on the list include most of the major U.S. trading partners. They account for over three-quarters of all goods moving in international trade. In addition to the United States, among them are Mexico, Canada, China, Japan, Germany, France, and Russia.

International contracts need to consider the CISG though the parties may contract around terms that are not useful or helpful. For buyers and sellers who have designed their contracting procedures around the law applicable to U.S. domestic contracts, the CISG makes important changes. The CISG makes it easier to become bound by an enforceable contract but it upturns the American historical approach to contracting for goods and materials as incorporated in the Uniform Commercial Code adopted by 49 states (“UCC”).

The CISG differences include:

• An offer is considered “rejected” if the acceptance changes any material terms or uses a different form with materially different terms of any kind (such as arbitration, venue or choice of law terms). The acceptance document also does not form a “counter offer” as would be the case under the UCC.
• A differing acceptance which changes immaterial terms is binding upon the offeror unless the offeror expressly objects orally or in writing to the changes.
• An offer is irrevocable unless a time limit is placed upon the acceptance. An offer may not be withdrawn until that time limit has passed. By comparison under the UCC an offer cannot survive more than 90 days without expiring, and can be withdrawn if not accepted at anytime before the 90 days expire.
• A contract for sale of goods may consist of oral representations and is not required to be in writing for a binding contract to apply to the parties. By comparison the UCC requires a writing of some kind.
• The delivery of non-conforming goods may not be rejected (“avoided” in the language of the CISG) unless the delivery is so substantially wrong that the delivery is a “fundamental breach” of the contract as defined by the CISG. The non-conformity must also be such that the buyer’s use of the product is sufficiently deprived that the deprivation is abundantly clear to the seller and predictable to the seller.

Any terms of the CISG may be expressly contracted around by the parties if using the freedom of contract provisions of the CISG. However, the replacement terms must be specific, express, and unequivocal if the parties intend to supplant or replace the CISG language. If your company relies upon conformity with product assembly, marking, tagging protocols (such as those imposed by large retailers) or if you have a just in time delivery system, then having express terms which address these potential non- conformities as a basis for rejection of delivery is critical to limiting buyer losses and to educating sellers who wish for repeat business.

Buyers who need essential markings on products need to include that requirement in contracts under the CISG. For example, if the buyer sells products to a distributor or a retailer, those products may need a UPC bar code that represents a “Global Trade Item Number (GTIN). All retailers doing scanning of merchandise at the checkout counter will require the buyer to bar code label any merchandise to be sold. Before buyers must receive marked product (using a unique UCC Company Prefix issued by the GS1 US). Sellers who are being asked to delivered marked products should require the proof of a “certificate” which identifies the GTIN as belonging to the buyer before marking the products if entering into a CISG contract.

A trap for unsuspecting sellers exists in the buyer “price reduction” remedies where the delivered product is “non-conforming”. The CISG allows the buyer to unilaterally reduce its purchase price, and if that result is not desired the seller needs to expressly remove that remedy in its contract. A trap for the unsuspecting buyer is the strict timeliness and specificity requirements of the CISG for any complaint about non-conformity. A failure results in a loss of the CISG remedies.

Should a contract under the CISG be breached then there is a companion treaty which governs the amount of time within which the aggrieved party must take legal action. Efforts to cure a breach do not extend the period. Each CISG nation has its own time period either through the laws of the nation or the Convention of the Limitation Period in the International Sale of Goods and the 1980 Protocol thereto. Usually, the period is four years from the date the breach is discovered or notice of breach is given. The facts of the specific breach will govern how the period is measured. In the specific instance of the buyer there is actually a two year period in which to give the seller notice of non-conforming goods or the claim is lost.

As with all laws there are exceptions to the time period and a skilled legal advisor can help a company considering making a claim. Skilled advice is a recoverable cost in some Convention nations but not all. The comparison is readily made between the Commonwealth Nations which follow the British Rule which allows recovery of the costs of a legal dispute from the party which fails to prevail, and the American Rule which provides no cost recovery unless a specific term in the contract calls for such recovery. Other than skilled advisors there are the resources of the International Chamber of Commerce, which has some forms and rules available for review and use. Please note that the CISG does not provide for alternative dispute resolution or venue so the first party to file an action can determine the location of the lawsuit. If you do not wish to be brought into a foreign court then the contract must expressly provide for the location and type of tribunal which will hear any claims.

In conclusion, the CISG provides an international set of rules for the buyers and sellers of manufactured goods and materials. A company that uses the CISG contract as modified by skilled advisors can better protect itself from foreseen and avoidable problems in international market access. No company can afford a loss, however small, which occurs from a failure to plan or protect. Regina Mundi can provide your business with the skilled advice which will lead you past such avoidable problems.