Preparatory work leading to the UNIDROIT Model Franchise Disclosure Law
UNIDROIT 2002 – Study LXVIII – Doc. 48
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. Draft articles for a Model Franchise Disclosure Law with draft Explanatory Report as revised by the Committee of Governmental Experts at its second session, held in Rome from 8 to 12 April 2002
UNIDROIT 2002 – Study LXVIII – Doc. 47
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Report (prepared by the Secretariat)
UNIDROIT 2002 – Study LXVIII – Doc. 46
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by the Republic of the Philippines
UNIDROIT 2002 – Study LXVIII – Doc. 45
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by Italy
UNIDROIT 2002 – Study LXVIII – Doc. 44
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by Germany
UNIDROIT 2002 – Study LXVIII – Doc. 43
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by the European Franchise Federation
UNIDROIT 2002 – Study LXVIII – Doc. 42
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by the World Franchise Council
UNIDROIT 2002 – Study LXVIII – Doc. 41
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by the United States – Rome, March 2002
UNIDROIT 2002 – Study LXVIII – Doc. 40
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by the People’s Republic of China
UNIDROIT 2002 – Study LXVIII – Doc. 39
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law, Second session (Rome, 8 – 12 April 2002): Comments submitted by France
UNIDROIT 2001 – Study LXVIII – Doc. 38
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. Second session (Rome, 8 – 12 April 2002). Comments submitted by the People’s Republic of China
UNIDROIT 2001 – Study LXVIII – Doc. 37
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. Draft articles for a Model Franchise Disclosure Law with draft Explanatory Report as revised by the Committee of Governmental Experts at its first session, held in Rome from 25 to 29 June 2001
UNIDROIT 2001 – Study LXVIII – Doc. 36
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001). Report (prepared by the Secretariat)
UNIDROIT 2001 – Study LXVIII – Doc. 35
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001). Comments submitted by the United States
UNIDROIT 2001 – Study LXVIII – Doc. 34
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001). Comments on the draft Model Law and draft Explanatory Report thereto submitted by the World Franchise Council (WFC)
UNIDROIT 2001 – Study LXVIII – Doc. 33
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001). Comments submitted by the Government of Australia
UNIDROIT 2001 – Study LXVIII – Doc. 32
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001). Comments on the draft Model Law and draft Explanatory Report thereto submitted by the World Franchise Council (WFC)
UNIDROIT 2001 – Study LXVIII – Doc. 31
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001). Comments on the draft Model Law and draft Explanatory Report thereto submitted by the International Chamber of Commerce (ICC)
UNIDROIT 2001 – Study LXVIII / Etude LXVIII – CGE/Misc.1
Committee of Governmental Experts for the Preparation of a Model Franchise Disclosure Law. First session (Rome, 25 – 29 June 2001): Text in English and French of the Draft Model Franchise Disclosure Law as modified at the fifth session of the UNIDROIT Study Group on Franchising, Rome, 7 December 2000 / Comité d’experts gouvernementaux chargé d’élaborer une Loi modèle sur la divulgation des informations en matière de franchise, Première session (Rome, 25 – 29 juin 2001): Texte en anglais et en français du projet de loi modèle sur la divulgation des informations en matière de franchise tel que révisé par la cinquième session du Comité d’étude sur le franchisage, Rome, 7 décembre 2000
UNIDROIT 2001 – Study LXVIII – Doc. 30
Study Group on Franchising. Draft articles for a Model Franchise Disclosure Law, with draft Explanatory Report, as adopted by the UNIDROIT Study Group at its fifth session, held in Rome on 7 December 2000
UNIDROIT 2001 – Study LXVIII – Doc. 29
Study Group on Franchising. Fifth session, Rome, 7 December 2000. Report (prepared by the Secretariat)
UNIDROIT 2000 – Study LXVIII – Doc. 28
Study Group on Franchising. Model Franchise Disclosure Law. Comment on Study LXVIII – Doc. 25 submitted by Mr Michael Brennan, Piper Marbury Rudnick & Wolfe (Chicago)
UNIDROIT 2000 – Study LXVIII – Doc. 25
Study Group on Franchising. Model Franchise Disclosure Law. Proposal for a Preface to the Model Law submitted by Messrs István Kiss, Secretary-General and CEO of the Hungarian Franchise Association (Budapest) and Philip Zeidman, Piper, Marbury, Rudnick & Wolfe LLP (Washington, D.C.)
UNIDROIT 2000 – Study LXVIII – Doc. 27
Study Group on Franchising. Model Franchise Disclosure Law. French text as revised by Mr Olivier Binder, CEJEF, Paris
UNIDROIT 2000 – Study LXVIII – Doc. 26
Study Group on Franchising. Model Franchise Disclosure Law. Comments and proposal submitted by Mr Albrecht Schulz, CMS Hasche Sigle Eschenlohr Peltzer (Stuttgart)
UNIDROIT 2000 – Study LXVIII – Doc. 24
Study Group on Franchising. Model Franchise Disclosure Law. Position Paper submitted by the European Franchise Federation (EFF)
UNIDROIT 2000 – Study LXVIII – Doc. 23
Study Group on Franchising. Model Franchise Disclosure Law. Proposal submitted by Mr Philip Zeidman, Piper, Marbury, Rudnick & Wolfe LLP (Washington, D.C.)
UNIDROIT 2000 – Study LXVIII – Doc. 22
Study Group on Franchising. Model Franchise Disclosure Law. Comments submitted by Mr Souichirou Kozuka, Associate Professor of Law, Sophia University (Tokyo)
UNIDROIT 2000 – Study LXVIII – Doc. 21
Study Group on Franchising. Model Franchise Disclosure Law. Text of the Preliminary Draft as adopted by the Study Group at its fourth session, held in Rome from 9 to 10 December 1999, with Draft Explanatory Report prepared by the UNIDROIT Secretariat
UNIDROIT 2000 – Study LXVIII – Doc. 20
Study Group on Franchising. Fourth session, Rome, 9-10 December 1999. Report (prepared by the Secretariat)
UNIDROIT 1999 – Study LXVIII – Doc. 19
Study Group on Franchising. Model Law on Franchising. Text of the Preliminary Draft adopted by the Drafting Committee at its first session held in Rome from 14 to 16 January, with Comments prepared by the UNIDROIT Secretariat
UNIDROIT 1999 – Study LXVIII – Doc. 18
Study Group on Franchising. Drafting Committee, first session, Rome, 14-16 January 1999. Report (prepared by the Secretariat)
Preparatory work leading to the Guide to International Master Franchise Arrangements
UNIDROIT 1998 – Study LXVIII – Doc. 17
Study Group on Franchising. Guide to International Master Franchise Arrangements. Fifth Draft, incorporating the modifications adopted by the UNIDROIT Governing Council on the occasion of its 77th session, on 16 February 1998
UNIDROIT 1998 – Study LXVIII – Doc. 16
Study Group on Franchising. Guide to International Franchising. Fourth Draft
UNIDROIT 1997 – Study LXVIII – Doc. 15
Study Group on Franchising. Drafting Committee. Report on the meeting held in Rome, 10-11 September 1997 and Washington, 22-23 September 1997 (prepared by the Secretariat)
UNIDROIT 1997 – Study LXVIII – Doc. 14
Study Group on Franchising. Guide to International Franchising. Third Draft
UNIDROIT 1997 – Study LXVIII – Doc. 13
Study Group on Franchising. Report on the third session (Rome, 14-15 April 1997)(prepared by the Secretariat)
UNIDROIT 1997 – Study LXVIII – Doc. 12
Study Group on Franchising. Guide to International Franchising. Second Draft
UNIDROIT 1996 – Study LXVIII – Doc. 11
Study Group on Franchising. Report on the second session (Rome, 29 to 31 January 1996) (prepared by the UNIDROIT Secretariat)
UNIDROIT 1996 – Study LXVIII – Doc. 10
Study Group on Franchising. Legal Guide to International Franchising. First Draft
UNIDROIT 1994 – Study LXVIII – Doc. 9
Study Group on Franchising. Report on the first session (Rome, 16 to 18 May 1994) (prepared by the UNIDROIT Secretariat)
UNIDROIT 1994 – Study LXVIII – Doc. 8 / UNIDROIT 1994 – Etude LXVIII – Doc. 8
International Franchising. Collection of materials relating to franchising / Le franchisage international. Recueil de documentation relative au franchisage
UNIDROIT 1994 – Study LXVIII – Doc. 7
International franchising. Further consideration of the areas amenable to treatment at international level (Secretariat memorandum)
UNIDROIT 1993 – Study LXVIII – Doc. 6
International franchising. Examination of the answers to the questionnaire prepared by the Committee on International Franchising of the International Bar Association in consultation with UNIDROIT (Secretariat memorandum)
UNIDROIT 1992 – Study LXVIII – Doc. 5
International franchising. Examination of areas amenable to treatment at international level (Secretariat memorandum)
UNIDROIT 1992 – Study LXVIII – Doc. 4 / UNIDROIT 1992 – Etude LXVIII – Doc. 4
International Franchising. Collection of materials relating to franchising / Le franchisage international.Recueil de documentation relative au franchisage
UNIDROIT 1989 – Study LXVIII – Doc. 3
The Franchising Contract. Examination of the terms of franchising contracts (Secretariat memorandum)
UNIDROIT 1988 – Study LXVIII – Doc. 2
The Franchising Contract. Survey of the answers to the Questionnaire submitted by the Secretariat to Governments, professional associations and experts in the field (Secretariat memorandum)
UNIDROIT 1986 – Study LXVIII – Doc. 1
The Franchising Contract. Preliminary study prepared by Ms Lena Peters (Rome) and Ms Marina Schneider (Strasbourg) and Questionnaire drawn up by the UNIDROIT Secretariat
Professor Iacopo Donati is the UNIDROIT/Bank of Italy Chair Holder and is mainly responsible for assisting in the Bank Insolvency project. He is Professor of Corporate and Insolvency Law at the University of Siena, and coordinates the research project ‘Pro.Re.Ba.’ (Proportionating rules on bank crisis prevention and management to the case of retail banks), which has received funding from the Italian Ministry of University. He has previously taught corporate law at the University of Venice ‘Ca’ Foscari’, at the University of Florence and at the University of Rome ‘Tor Vergata’.
Professor Donati is the author of several publications on corporate law, restructuring, insolvency law, and bank crisis management. On the same topics, he has been invited as a speaker to various international and national conferences and participated in some high-impact international, European, and national research projects. Professor Donati’s education includes a Ph.D. in Corporate Law (University of Rome ‘La Sapienza’), an LLM in Corporate Governance (Stanford Law School), and a Law Degree with honors (University of Florence). He is qualified as an attorney in Italy and in the State of New York (USA).
Ms Olga Fonotova is an Associate Professor of the Faculty of Law (Department of Legal Regulation of Business) at the Russian National Research University “Higher School of Economics” in Moscow. She holds a PhD degree cum laude in private law / private international law from the Lomonosov Moscow State University (2006). Her academic and teaching interests cover private international law, international and national commercial law, with a focus on unified and non-state legal regulation of cross-border commerce.
Olga is a Russian law qualified practicing lawyer in the sphere of national and international commercial and corporate law with 20+ years’ experience in leading law firms. As part of her legal practice, she has advised multinational corporations on the setting up of multi-jurisdictional commercial relations, on the formation / termination of international joint ventures, restructuring of assets, and financing / refinancing of projects. For her work on commercial and corporate legal matters she was included in the international rating of leading lawyers “The Best Lawyers® in Russia” (2018 – 2022).
She is a UNIDROIT alumna (2011) and a Correspondent of UNIDROIT in Russia (2023 – 2025). From 2016 to 2021 Olga was a member of the ICC Commission on Commercial Law and Practice (ICC CLP) and a member of the Association of European Business (AEB) in Moscow.
Allan M. Mukuki, PhD Candidate (Navarra, Spain), LLM (Groningen, Netherlands), PGDip (KSL), LLB (Hons) (UoN), ACIArb (London), Advocate of the High Court of Kenya.
Allan Mukuki is an Advocate of the High Court of Kenya as well as a Commissioner for Oaths. He is presently a PhD Candidate at the University of Navarra in Spain. He is also a holder of an LL.M in International Law and the Law of International Organizations, from the University of Groningen in the Netherlands. He has an LL. B (Hons) from the University of Nairobi, he is a Member of the Cha
rtered Institute of Arbitrators (London). He further holds a post-graduate diploma in law from the Kenya School of Law. Allan is also a scholar from the Hague Academy of International Law.
Some of his many roles in the legal profession include Director of International Partnerships; a Doctoral Fellow; member of the Management Committee and moot court coordinator, all for Strathmore Law School; Research Fellow for the African Region (Kenya), for the European Research Council Grant Project on the interpretation of customary international law; and Acting Director for the Strathmore Institute of Advanced Studies in International Criminal Justice (SIASIC)
Allan has previously worked at A.F Gross Advocate; in various legal institutes; in governmental agencies and in the Judiciary of Kenya. He was also a Legal researcher in the Office of the Solicitor General, Kenya, for the Maritime Delimitation in the Indian Ocean (Somalia v. Kenya), a case that was before the International Court of Justice. His main areas of specialization include Public International Law, The Law of International Organizations, International Humanitarian Law, International and Regional (EAC) Refugee Law and Legal Policy Development.
Further, Allan has been involved in various national and international legal consultancies and projects; he has published several peer reviewed legal articles, a legal monograph and presented several legal papers in international conferences around the world. He has also developed several policy documents for Strathmore University as well as (currently operational) manuals and laws for the operation of the Judiciary as well as governmental agencies and regional agencies such as IGAD.
ANDREA SANTACOLOMA
Director
PROFESSIONAL PRACTICE
Andrea Santacoloma is a Panamanian lawyer that focuses her practice on international commercial arbitration.
Prior to joining Adell & Merizalde, Andrea was the Deputy Director for Latin America of the ICC International Court of Arbitration for 5 years. In this role, she gained vast experience in the internal functioning of the ICC’s Secretariat and Court and saw first-hand the work of hundreds of arbitrators and ICC Court Members in the region. Andrea was also in charge of identifying new opportunities and potential users of the ICC Dispute Resolution Services (ICC DRS) in Latin America, in liaison with the ICC National Committees and other institutions in the region. She also worked as a lawyer advising local and international clients on business and corporate law and M&A in 3 Panamanian law firms.
She is currently the Executive Director of the Latin American Arbitration Association (ALARB), one of Latin America’s leading associations gathering practitioners and arbitrators, which seeks to encourage the use of arbitration and foster initiatives for the development of international arbitration in the region.
In July 2022, the G
overning Council of the International Institute for the Unification of Private Law (UNIDROIT) appointed Andrea as a Correspondent for Latin America. Namely, Andrea was appointed as a Correspondent for the Republic of Panama for the period 2022-2025.
EDUCATION
• American University Washington College of Law, LL.M. in International Arbitration and Business Law
• International Training Centre of the International Labor Organization (ILO) jointly with the United Nations Commission on International Trade Law (UNCITRAL), Università degli Studi di Torino, and University Institute of European Studies (IUSE), LL.M. in International Trade Law & Dispute Resolution
• Universidad Católica Santa María La Antigua, LL.M. in Corporate Law
• Universidad Católica Santa María La Antigua, Degree in Law and Political Science
• Centro de Estudios Regionales de Panamá, Diploma in Entrepreneurship and Management of Small and Medium Enterprises
Bar admissions
Republic of Panama
Languages
Spanish, English, Italian (intermediate)
asantacoloma@adellmerizalde.com
+507 370 4155
NAME: PROF. DR. HERNANY VEYTIA (LL.M. YALE)
AFFILIATION DIRECTOR BNM-CAMBRIDGE STUDY CENTRE ON SUSTAINABLE INVESTMENTS
PRESENTATION
Professor of law, international strategic consultant, arbitrator, and entrepreneur. Hernany Veytia is very comfortable with complex, high-profile and confidential transactions. Her consulting experience as partner of BNM and Deloitte enables her to focus on and add value to the sustainable and commercial aspects of each deal. Frequently she leads transdisciplinary teams to deliver fact findings and legal opinions, feasibility studies and turn-key projects for banks, governments, international organisations, and corporations willing to expand or withdraw operations in other jurisdictions.
In Prof Veytia’s experience UNIDROIT works have been very useful to understand not only the foreign law, but also to recognise the cultural, political, and economic factors at play, and the way national and international regulators operate-and cooperate. In her opinion, UNIDROIT instruments have been of utmost importance for the legal strategies she designed for:
• DANPREIT (Dispute Analytics Platform for Real Estate Investment Trusts in the Agriculture, Construction and Mining industries).
• TELEKAIROS, innovative methodology that incorporates the use of space assets.
• Corporate art collections, restitutions, including donations, sponsorships, and loans to museums.
• Contracts used by a German waterworks company willing to grow in all the Caribbean and Central American countries.
• Liquidation of commercial and investment banks
• IPOs and reverse mergers for companies in the extraction industries (Canadian stock exchange), ILS listed in Bermuda and African sovereign funds listed in London.
• Franchising and other commercial contracts in the food & drinks, health, aero-space, and automotive industries.
In the last three decades Prof. Veytia has lived, and successfully completed investments and disinvestments in more than forty countries in the five Continents. She is frequently appointed as arbitrator and invited as speaker on risk transfers at international industry conferences in fields of her expertise: energy (both renewable and traditional), artificial intelligence, infrastructure, mining, real estate, agriculture, rail, space, automotive, and franchising. She sits in the board of directors of companies in Europe including the United Kingdom.
Anna Veneziano is the Deputy Secretary General of the International Institute for the Unification of Private Law (UNIDROIT). She is a Professor of Comparative Law at the University of Teramo, Italy, where she was formerly the Director of the Department of Private Law. She has also formerly been a tenured Professor of European Property Law at the University of Amsterdam (UvA). Her education includes a Law Degree with honours from the University of Rome La Sapienza, an LL.M degree from the Yale Law School funded by a Fulbright scholarship, and a PhD degree from the University of Florence (Italy).
Her main research and publication areas are on secured transactions as well as international, comparative, and European contract and sales law. Before joining UNIDROIT she was a member of the Italian delegation with respect to the Cape Town Convention on International Interests on Mobile Equipment and its Aircraft Protocol as well as its Space Protocol. She was also a member of the Study Group on a European Civil Code and of the Compilation and Redaction Group on a Draft Common Frame of Reference on European Private Law (DCFR), and of the restricted Expert Group set up by the European Commission on a common European law on sales.
P
rofessor Ignacio Tirado was appointed Secretary-General by the Governing Council at its 97th session, and officially took office on 27 August 2018. A national of Spain, Professor Tirado (Commercial, Corporate and Insolvency Law, Universidad Autónoma of Madrid, Spain) holds a PhD from the Universities of Bologna and Autónoma de Madrid and an LLM from the University of London. Professor Tirado has been a Senior Legal Consultant at the World Bank’s Legal Vice-Presidency and Financial Sector Practice for more than nine years, having also consulted for the IMF on insolvency related matters as well as for the Asian Development Bank on commercial legal reform.
Amongst other accolades to his professional experience, Professor Tirado is a founding member of the European Banking Institute, an International Fellow of the American College of Bankruptcy and has been Director and Academic Co-Chair of the International Insolvency Institute.
A Swedish national, Ms Lena Peters grew up in Italy where she attended an English school. In 1978 she took her Juris Kandidatexamen at Stockholm University followed by a Master of Laws from King’s College, London (1979). Since 1985 she has been with UNIDROIT, first as Research Officer, lastly as Principal Legal Officer, her main duties being Secretary to the Working Group for the Preparation of Principles of International Commercial Contracts, Secretary to the Study Group on Franchising, Secretary to the Committee of Governmental Experts on Franchising.She also collaborated on the project for the preparation of the ELI-Unidroit Model European Rules of Civil Procedure. She is currently Managing Editor of the Uniform Law Review and responsible for publications at UNIDROIT.
Marina Schneider is Principal Legal Officer and Treaty Depositary at UNIDROIT. She studied law at the University of Strasbourg (France) and Paris I – Panthéon Sorbonne. She joined the UNIDROIT in 1987 and was involved in the elaboration and French versions of most UNIDROIT instruments since. She is in charge of the 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects and of the UNESCO-UNIDROIT Model Provisions on State Ownership of Undiscovered Cultural Objects. She is the author of the Explanatory Report of the 1995 Convention and many articles on the Convention and other international instruments in the field. Ms Schneider is also responsible for the project on private collections and for the UNIDROIT Convention Academic Project (UCAP). She is member of the Board of the International Society for Research on Art and Cultural Heritage Law (ISCHAL).
Professor of Commercial Law, Carlos III University of Madrid. Currently, Sir Roy Goode Scholar at UNIDROIT, Rome, 2021-2022. Chair of Excellence 2017-2018 at University of Oxford (Uc3m- Santander Program), affiliated to Harris Manchester College. Previously Distinguished Visiting Professor and fellow of a number of Academic Institutions. Arbitrator of Madrid Court of Arbitration. Member of ELI (European Law Institute) Council and Executive Committee. Member of the Expert Group of the European Commission on Liability and New Technologies and member of the Expert Group of the European Observatory of Platform Economy; the International Academy of Commercial and Consumer Law; the expert group of the Inclusive Global Legal Innovation Platform for Online Dispute Resolution – UNCITRAL and Hong Kong Department of Justice. Expert of the UNIDROIT Study Group on the MAC Protocol of the Cape Town Convention on International Interests. Delegate of Spain to UNIDROIT for the adoption of the Protocol, delegate of Spain in Working Group VI of UNCITRAL on secured transactions and in Working Group IV on Electronic Commerce. Member of UNIDROIT Working Groups on Enforcement and Warehouse Receipts.
William Brydie-Watson is an Australian lawyer who specialises in secured transactions law and private international law. Before joining UNIDROIT, William was a government lawyer in the Private International Law and International Arbitration section of the Australian Attorney-General’s Department, where he worked primarily on treaty negotiation and the implementation of private international law treaties in Australia. At UNIDROIT, he is primarily responsible for the implementation of the Mining, Agriculture and Construction (MAC Protocol) to the 2001 Cape Town Convention on International Interests in Mobile Equipment and the development of a Model Law on Factoring. William also serves as UNIDROIT’s liaison with the Asia Pacific Economic Cooperation (APEC) forum and as manager of the Institute’s Scholarship and Internship Programme. Admitted to practice in New South Wales and the High Court of Australia, he has a Bachelor of Arts (honours), a Bachelor of Laws and a Master of Laws from the Australian National University. William also lectures on International Secured Transactions Law at the Eotvos Lorand Faculty of Law in Budapest.
