This comprehensive resource provides a complete draft of a Model Joint Venture Agreement based on a hypothetical fact pattern. Also, provided is incisive commentary explaining the meaning and function of each provision. A checklist is included addressing the issues surrounding the formation of the Joint Venture and the ongoing legal rights and obligations between the parties. The Agreement plus other related documents are replicated on a companion CD-ROM and ready for tailoring to your transaction.
Precise planning, drafting and vigorous negotiation lie at the heart of every international commercial agreement. But as the international business community moves toward the third decade of the twenty-first century, a large amount of the detail of these agreements has migrated to the Internet and has become part of electronic commerce. This incomparable one-volume work, now in its seventh edition, begins by discussing and analyzing all the basic components of international contracts regardless of whether the contracting parties are interacting face-to-face or dealing electronically at some distance from each other. The work stands alone among contract drafting guides and has proven its enduring worth. Using an established and highly practical format, the book offers precise information and analysis of a wide variety of issues and forms of agreement, as well as the various forms of international commercial dispute resolution. The seventh edition includes new and updated material on a large number of issues and concepts, such as: new developments and technical progress in electronic commerce; the use of concepts of standardization, i.e., the work of the International Organization for Standardization as a contract drafting tool; new developments in artificial intelligence in contract drafting; the use of cryptocurrencies as a payment device; expedited arbitration, early neutral evaluation and digital procedures for dispute resolution; online dispute resolution, including the phenomenon of the “robot arbitrator”; and foreign direct investment, investment law and investor-state dispute resolution. Each chapter provides numerous references to additional sources, including websites, journal articles, and texts. Materials from and citations to appropriate literature and languages other than English are included. Recognizing that business executives entering into an international commercial transaction are mainly interested in drafting and negotiating an agreement that satisfies all of the parties and that will be performed as promised, this superb guide will measurably assist any lawyer or business executive in planning and implementing contracts and resolving disputes even when that person is not interested in a full-blown understanding of the entire landscape of international contracts. Business executives who are not lawyers will find that this book gives them the understanding and perspective necessary to work effectively with legal experts.
This resource addresses the steps for actually doing the deal in a mergers and acquisition transaction. This detailed guide is designed for all customary structures of acquisition transactions (i.e. merger, asset sale, stock sale, share exchanges) and covers the purchase of both publicly and privately held businesses. However, the book covers a greater emphasis on private deals.
Although they have the potential to create synergies, joint ventures by their nature contain inherent risk. Therefore, each partner in a joint venture needs to incentivize each other in order to maximize its own payoff. Extensive pre-contractual and post-contractual bargaining is essential. This book provides successful bargaining strategies from the point of view of each partner company. Using a game theoretical framework to analyze joint venture strategy, it describes practical and legal issues that arise when creating synergies and incentive bargaining in a joint venture. With a particular focus on intellectual property law, including analysis based on many real cases, the book covers issues relating to creating synergies, corporate law issues of conflicts of interest, and antitrust law issues relating to cooperation between independent companies. Theoretically new and practically useful, Joint Venture Strategies will appeal to academics and practicing lawyers. From a corporate perspective, this book is essential for successful joint venture planning and strategy.
Although negotiation still lies at the heart of international commercial agreements, much of the detail has migrated to the Internet and has become part of electronic commerce. This incomparable one-volume work??now in its sixth edition??with its deeply informed emphasis on both the face-to-face and electronic components of setting up and performing an international commercial agreement, stands alone among contract drafting guides and has proven its enduring worth. Following its established highly practical format, the book’s much-appreciated precise information on a wide variety of issues??including those pertaining to intellectual property, alternative dispute resolution, and regional differences??is of course still here in this new edition. There is new and updated material on such matters as the following: • the need for contract drafters to understand and to use the concepts of “standardization” (i.e., the work of the International Organization for Standardization (ISO) as a contract drafting tool); • new developments and technical progress in e-commerce; • new developments in artificial intelligence in contract drafting; • the possible use of electronic currencies such as Bitcoin as a payment device; • foreign direct investment; • special considerations inherent in drafting licensing agreements; • online dispute resolution including the innovations referred to as the “robot” arbitrator; • changes in the arbitration rules of major international organizations; and • assessment of possible future trends in international commercial arrangements. Each chapter provides numerous references to additional sources, including a large number of websites. Materials from and citations to appropriate literature in languages other than English are also included. In its recognition that a business executive entering into an international commercial transaction is mainly interested in drafting an agreement that satisfies all of the parties and that will be performed as promised, this superb guide will immeasurably assist any lawyer or business executive to plan and carry out individual transactions even when that person is not interested in a full-blown understanding of the entire landscape of international contracts. Business executives who are not lawyers will find that this book gives them the understanding and perspective necessary to work effectively with the legal experts.
Baffled by joint venture and shareholder agreements? Guidance on the new PSC Register is just one of the things that small businesses need to understand. Helping you to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using precedents, case studies and checklists. Now covers: Small Business, Enterprise and Employment Act 2015 (including the official guidance on new register of Persons of Significant Control (PSC Register) Latest tax rates and changes (including corporation and capital gains tax 2017/18 and entrepreneurs' relief) EU merger law changes (including the mergers simplification package and UK merger law changes) Key content includes: Preliminary considerations A discussion of the nature of joint ventures and shareholders' agreements Financing the venture Tax and accounting considerations for UK corporate joint ventures Regulatory matters Employment and pension issues Key issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreements Deadlock and minority protection Voting rights and board representation Restrictive covenants Joint ventures and shareholders' agreements in practice Articles of association Transfers of assets EU and UK Competition law including Brexit issues.
This book addresses a question of importance for both theory and practice: Why are joint venture agreements preferred over other types of agreements such as concession agreements, service contracts, and production sharing agreements in the Qatari gas industry? On a theoretical level, the author analyses this decision-making process by developing an approach that integrates a micro-level analysis, more specifically within international oil companies, with a macro-level analysis that spring from the organisational culture of the Qatari gas industry. At the micro level, the author proposes John Dunning’s eclectic paradigm (as one set of theoretical ideas) to explaining one element of the decision-making process leading to the preference for joint venture agreements, that is, that of international oil companies. At the macro-level, the author proposes Antony Giddens’ structuration theory (as another set of theoretical ideas) to explaining another part of this decision-making process, that is, how it is being shaped by the organisational culture of the Qatari gas industry. On an empirical level, the proposed book applies a combination of a micro-economic approach such as Dunning’s eclectic paradigm with a macro-sociological approach such as Giddens’ structuration theory by empirical investigation. Grounded on a qualitative strategy that focuses on the meaning-making which brings together different perspectives of this decision-making process including those of international oil companies and the organisational culture of the Qatari gas industry, the proposed book utilises a case study design, named the case of the Qatari gas industry. The author employs a triangulation of data collection techniques to access empirical data: analysing official documents and semi-structured interviews (a sample of the interview questions are included in an appendix to the proposed books). In line with the qualitative nature of this proposed book, a thematic Analysis is adopted to interpret data based on Dunning’s eclectic paradigm at the micro level and Giddens’ structuration theory at the macro level. In doing so, this book connects theory with practice by investigating the preference for joint venture agreements in the case of the Qatari industry by the combined application of one of the most effective frameworks for explaining foreign direct investment, named Dunning’s eclectic paradigm along with the most complex sociological framework that offers a rich definition of organisational culture, named Giddens’ structuration theory. Audience could include academics, professionals, and graduate and senior undergraduate students.
A foundational perspective based on 4 common-wealth jurisdictions historic case of these two types of legal scenarios. No an easy read considering its footnotes, but if you'd like a to-the-core understanding this should be included in your list.
This edition includes considerable new material in consequences of changes in the law generally and commercial approaches to financing joint ventures in particular. Of special note are the following: Financing of Joint Ventures has been completely re-written with considerable additions to take account of the new legislative regimes such as the Personal Property Securities, and the impact of climate change legislation; a new chapter called Resources Joint Ventures undertakes a thorough analysis of a typical resources joint venture and is heavily cross referenced into the chapter on Default; International Joint Ventures now includes additional material on structuring and dispute resolution; and, Joint Ventures and the Competition and Consumer Act has been substantially re-written to take account of 2009 legislative amendments on cartel conduct, and the impact of changes wrought by the Competition and Consumer Act 2010.
