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![Morals clauses in the age of AI: An artificial misconduct](https://www.ecovis.com/global/wp-content/uploads/2024/07/NL0424_USA.webp)
Morals clauses in the age of AI: An artificial misconduct
04.07.2024Working with celebrities or public figures involves risks. If the talent’s reputation suffers, the bad image will reflect on the company. Celebrity endorsement contracts manage this risk with a morals or conduct clause. The experts at Pryor Cashman LLP* explain why this is particularly important in connection with AI.
One of the key considerations when engaging with talent (a celebrity, actor, singer, or other public figure) is that the value of the association between a company or person and that talent is wholly dependent on the talent’s reputation. Of course, when entering into an agreement, one’s reputation can be vetted and appear intact. It is what might happen later, over the course of the relationship, that can be a cause for concern. To shield against that risk, talent agreements of all kinds (endorsement, co-branding, license, and sponsorship agreements), especially since the MeToo era, will typically include a “morals” or “conduct” clause.
Speak to us if you have any questions about AI risk and morals clauses.Dyan Finguerra-DuCharme, Partner, Pryor Cashman LLP*, New York, USA
What a morals clause brings
The purpose of a morals clause is to provide an express remedy against talent whose conduct adversely affects the association with the relevant talent and, accordingly, the potential success of a motion picture, television series, marketing campaign, or product (thus jeopardising the value of the accompanying investment and the goodwill associated with a corporate brand).
The dawn of artificial intelligence (AI) technology has seen the birth of “deep fakes” (or as SAG-AFTRA calls them, “digital replicas”), which are (at a high level) AI-generated versions of a celebrity, typically a video or photograph that appears to be real with the celebrity expressing a particular view or encouraging consumers to unwittingly fall victim to a scam. The possibility of a deep fake creates a potential complication as to what constitutes (or, rather, should constitute) “conduct” in order to ensure that the purpose of the morals clause is met.
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Would you like to know more about AI risks in celebrity endorsement deals? Read the article “Artificial Misconduct: Morals Clauses in the Age of AI” here: https://www.pryorcashman.com/publications/artificial-misconduct-morals-clauses-in-the-age-of-ai
The challenges of AI
The advent of AI has brought new challenges for talent and companies of all kinds engaging talent, each of whom must recognise that false and deceptive information about and/or involving talent and which can therefore harm his/her/their reputation has become not just possible, but rather incredibly easy. As a result, it is now more important than ever for both parties to an agreement involving the use of someone’s persona to anticipate and guard against such concerns and pre-emptively establish remedial protocols to address such issues in the unfortunate event that they occur.
For further information please contact:
Dyan Finguerra-DuCharme, Partner, Pryor Cashman LLP*, New York, USA
Email: dfinguerra-ducharme@pryorcashman.com
Simon Pulman, Partner, Pryor Cashman LLP*, New York, USA
Email: spulman@pryorcashman.com
Laure Sawaya, Special Counsel, Pryor Cashman LLP*, New York, USA
Email: lsawaya@pryorcashman.com
*Ecovis cooperates with Pryor Cashman LLP (www.pryorcashman.com), a full-service, US-based law firm with offices in New York City, Los Angeles and Miami.
![Non-cash payments Vietnam: New regulations](https://www.ecovis.com/global/wp-content/uploads/2024/07/NL0424_VNM.webp)
Non-cash payments Vietnam: New regulations
03.07.2024The Vietnamese government recently issued Decree No. 52/2024/ND-CP (Decree 52) regulating non-cash payments. This regulates the opening and use of payment accounts and sets out clearly the cases for blocking or closing such accounts. Decree 52 takes effect from 1 July 2024. The Ecovis experts explain the effects.
Decree 52 is an important legal document on non-cash payments with a wide-ranging impact on many related fields, subjects, organisations and individuals. It helps create a basic, solid legal framework which promotes non-cash payments, as well as facilitating the digital transformation of the banking industry and the development of new, reasonably-priced, convenient and safe payment products and services.
Additional electronic money (e-money) and international payment regulations
Decree 52 defines and clarifies the regulations on e-money. It specifies the forms of e-money which can be used in payment activities, including e-wallets and prepaid cards. E-money providers may include banks, foreign bank branches (providing e-wallet and prepaid card services) and payment intermediary service providers which provide e-wallet services linked to a customer’s bank payment account.
Let us explain the new regulations of Decree 52 and their effects so that you can act legally.Nghia Tran, Partner, ECOVIS AFA VIETNAM, Da Nang City, Vietnam
Regulating e-money will help to prevent and eliminate illegal payment services issued by unauthorised organisations and support the authorities in preventing and fighting illegal cryptocurrency activities (in accordance with the project to complete the legal framework for the management and handling of virtual assets, cryptocurrencies, and virtual currencies approved by the Prime Minister under Decision No. 1255/QD-TTg dated 21 August 2017).
The Decree also supplements regulations on international payments. It clarifies the concept of international payments and the international payment system and the State Bank of Vietnam’s role in managing international payments. In addition, it regulates, among others:
- The provision of services from abroad to Vietnam and vice-versa
- The implementation of international financial switching services
- The approval of commercial banks and foreign bank branches to participate in international payment systems
Moreover, it stipulates that related parties are responsible for providing complete and timely information and meeting the requirements of Vietnamese state management agencies to manage cross-border transaction flows.
For further information please contact:
Nghia Tran, Partner, ECOVIS AFA VIETNAM, Da Nang City, Vietnam
Email: Nghia.Tran@ecovis.com.vn
![Incorporate Dutch BV: The incorporation of a digital Dutch BV with English as the official language](https://www.ecovis.com/global/wp-content/uploads/2024/06/NL0424_NLD.webp)
Incorporate Dutch BV: The incorporation of a digital Dutch BV with English as the official language
03.07.2024As of 1 January 2024, it is now possible to digitally incorporate a private company with limited liability (Dutch BV) in the Netherlands. The experts from KienhuisHoving – a member of ECOVIS International – explain the most important points of this change in Dutch law.
The digital incorporation of the Dutch BV is further elaborated in Book 2 of the Dutch Civil Code (in Dutch: BW). Article 2:175a BW prescribes that a Dutch BV can be incorporated by electronic notarial deed by one or more subjects of the European Union (EU). EU subjects are:
- individual persons who are residents of a Member State within the EU or
- companies incorporated under the law of an EU Member State
Establishing a Dutch BV through a trust office
If these conditions cannot be met or the original intended incorporator is established outside the EU, it is still possible to establish a Dutch BV digitally. Here, European trust offices play an important role, as these fall under the scope of being an EU subject. These offices are regulated by De Nederlandsche Bank (DNB). A trust office can incorporate the Dutch BV digitally and subsequently transfer all shares of the Dutch BV to the original intended incorporator outside the EU, whereafter this non-EU company becomes the sole shareholder of the Dutch BV. This enables a company to set up a Dutch BV according to European requirements.
We can assist you in the digital formation of a Dutch limited liability company.Allard Schuering, Civil-law Notary, Partner, Kienhuis Legal – Member of ECOVIS International, Utrecht, Netherlands
The advantages of digital start-up
The ability to digitally establish a Dutch BV has modernised, simplified and accelerated the process of incorporation. The client no longer has to visit the notary in person if the use of power of attorney is not possible and the deed of incorporation is stored digitally. In addition, the incorporation of a digital Dutch BV can be executed in the English language. Previously, it was only possible in Dutch. This can provide a great deal of clarity for international clients. However, there are also limitations to this change in the law. For example, deposits must be made in cash in a digital incorporation. A contribution in kind must be carried out in the traditional manner.
European Directive 2019/1151 provides an option for EU Member States to enable digital incorporation for other company forms. However, the Dutch legislator has not yet opted for this. They will first monitor the developments concerning the digital incorporation of the Dutch BV. It remains to be seen if and when any possible expansion will take place.
For further information please contact:
Allard Schuering, Civil-law notary, Partner, Kienhuis Legal – Member of ECOVIS International, Utrecht, Netherlands
Email: allard.schuering@kienhuislegal.nl