MARC record from Internet Archive

LEADER: 18884cam 2200349 a 4500
001 9921854160001661
005 20150423141154.0
008 991021s2000 nyu b 001 0 eng
010 $a 99055641
015 $aGBA1-01679
020 $a0765605473 (hc : alk. paper)
029 1 $aUKM$bbA101679
035 $a(CSdNU)u101208-01national_inst
035 $a(OCoLC)42708089
035 $a(Sirsi) 01-AAM-7456
040 $aDLC$cDLC$dUKM$dOrPss
049 $aCNUM
050 00 $aK1309$b.W649 2000
100 1 $aWolf, Ronald Charles.
245 10 $aEffective international joint venture management :$bpractical legal insights for successful organization and implementation /$cRonald Charles Wolf.
260 $aArmonk, N.Y. :$bM.E. Sharpe,$cc2000.
300 $axix, 476 p. ;$c24 cm.
504 $aIncludes bibliographical references (p. 457-458) and index.
505 0 $aThe nature of the international joint venture: theory, practice, and power -- Definition of an international joint venture -- Synonyms for an international joint venture -- Why companies choose international joint ventures for doing business -- Formation -- Capital structure and negotiations -- Documentation, including the shareholders' agreement -- Due diligence procedures -- The protection of ownership rights, including management functions -- Dispute resolution and termination -- The closing process -- Foreign investor, home jurisdiction, foreign jurisdiction, host country, and national or local investor -- Venture party, partners, and owners -- Operating company, local company, object corporation, target corporation, joint venture vehicle, or joint venture form -- The Commercial Aspects of the International Joint Venture -- Why companies establish themselves in foreign markets -- Rivalry -- New economic zones as future markets -- Marketing reasons -- Product image and technical assistance -- New products, new ideas, and technology transfer -- Miscellaneous reasons: from resources to capital -- Why choose an international joint venture as a form for doing business? -- Regional trade barriers -- Capital flexibility: increasing and decreasing the joint venture capital -- Return on capital, interest reductions, and tax exemptions -- Organizational flexibility -- Natural resources -- Human resources -- Cultural aptitude, knowledge of local business, and moral customs -- Complementary knowledge creates economies of goods and services -- Consolidation of markets -- Withdrawal simplified -- Risk reduction -- Requirements for international joint venture by host countries -- Diversification -- Modernization -- Realization of capital gains -- Avoidance of multiple fractional interests because of inheritance -- The characteristics of an international joint venture -- Diversity of legal methods -- Diversity of legal forms -- Convergence of legal methods and legal forms -- International joint ventures raise specific problems of documentation -- Contractual joint ventures, also known as the unincorporated joint venture -- Contractual joint venture definition -- Partnership: contractual or equity joint venture? -- Equity joint ventures -- Equity joint venture definition -- Particular legal issues may alter general definition -- Management rights as property rights -- Summary of characteristics of equity joint ventures -- Foreign regulation of international joint ventures -- The International Joint Venture: Method -- Various methods and possible commercial alliances -- A merchant's viewpoint -- Acquisitions -- Subsidiary formation -- Mergers -- Partnerships -- Unincorporated joint ventures also denominated consortiums -- Management contracts -- Technology licensing: routes of collision and avoidance with the joint venture -- Licensing of technology: patents, copyright, trademarks, trade secrets, and know-how -- Why technology licenses are often associated with joint ventures -- Technology licenses and joint ventures: legal precautions -- The risk of competition -- Loss of expansion in market -- Loss of quality control -- License termination, consequences, and avoidance -- Turn-key contracts -- Franchising -- Distributorships, agency contracts, and sales representation -- Sale of assets or a division -- Branches -- Various methods for forming international joint ventures -- Advantages of acquisition as a method -- Disadvantages of acquisition as a method -- Summary of advantages and disadvantages of the method of acquisition -- Advantages of method of forming a subsidiary -- Disadvantages of the method of forming a subsidiary -- Summary of advantages and disadvantages of method of forming a subsidiary -- Advantages of the method of merger -- Disadvantages of the method of merger -- Advantages of the method of forming a partnership -- Disadvantages of the method of forming a partnership -- Advantages and disadvantages of the method of forming an unincorporated joint venture -- Profit-sharing management contract: advantages and disadvantages as a method -- Time, simplicity, cost, and management objectives -- The Various Forms of the International Joint Venture Shelter -- Essential joint venture characteristics for review by owners and managers -- Thirteen essential joint venture characteristics -- Mergers -- Advantages and disadvantages to various forms regarding the thirteen characteristics -- Thirteen characteristics of a share corporation -- Thirteen characteristics of a private limited liability company -- Limited liability -- Profit withdrawals -- Management structure -- Taxes -- Effect on private agreement of form chosen -- Restriction on sale of ownership interests -- Financial engineering flexibility -- How ownership interests are represented and transferred -- Formalities of formation and subsequent reporting requirements -- Duration of form -- Familiarity -- Monitoring the investment -- Termination flexibility -- Summary of advantages and disadvantages in the private limited liability company as a legal form -- Thirteen characteristics of a general partnership -- Limited liability -- Profit withdrawals -- Management structure -- Taxes -- Effect on private agreement of form chosen -- Restriction on sale of ownership interests -- Financial engineering flexibility -- How ownership is represented and transferred -- Formalities of formation and subsequent reporting requirements -- Duration of form -- Familiarity -- Monitoring the investment -- Termination flexibility -- Summary of advantages and disadvantages of general partnership as a legal form -- Thirteen characteristics of an unincorporated joint venture -- Limited liability -- Profit withdrawals -- Management structure -- Taxes -- Effect on private agreement of form chosen -- Restriction on sale of ownership interests -- Financial engineering flexibility -- How ownership is represented and transferred -- Formalities of formation and subsequent reporting requirements -- Duration of form -- Familiarity -- Monitoring the investment -- Termination flexibility -- Summary of advantages and disadvantages in the unincorporated joint venture as a legal form -- Final practical considerations concerning joint venture formation -- Acquisition or formation of a subsidiary? -- The preferred legal form of the international joint venture -- Summary of distinguishing aspects of an international joint venture -- Ownership and investment -- The sharing of power -- Capital Structure and Negotations -- Introduction to capital structure and negotiations -- Capital structure: cash, assets, agreed contributions, loans, and guarantees -- Capital structure and consolidated accounts -- Capital control without a majority interest -- Capital control and threshold requirements -- Threshold requirements and the articles of the company -- Threshold requirements and the shareholders' agreement -- Capital control and corporate division of power -- Capital structure and accounting rules for profit determination -- Capital structure and financing -- Capital structure and long-term debt -- Capital structure and all debt -- Capital structure and alternatives to equity contribution -- Capital structure and competition law: the problem of control -- Introduction to negotiations -- The cultural and political environment -- General foreign investment considerations -- Basic information about target company or partners -- Suggestions as to general rules of conduct during negotiations -- Determination of the scope of the joint venture -- Assets and financing of the joint venture -- Legal structure of the joint venture -- Operational issues of management and control -- Relationship between the joint venture company and the partners -- Documentation, Ownership, and Management -- Documentation in general -- The letter of intent -- Formation agreement -- The confidentiality agreement -- The joint venture agreement -- Agreed due diligence procedures -- The shareholders' agreement -- The board of directors' agreement -- The management agreement -- The adherence agreement -- Agreed budget and operating plan for a specified period, for example 3 to 5 years -- Confirmation of events leading to the closing -- How documents contribute toward effective ownership and management -- Preliminary documents: the negotiations phase -- The letter of intent -- Declaration of informality -- Points of no return -- Form of the letter of intent and its function -- Advantages and disadvantages of the letter of intent -- The letter of intent is not a contract -- The confidentiality agreement -- Defining the subject matter of confidential information -- Management of confidential information -- The joint venture agreement -- Withdrawal from the joint venture -- Interpretation source for ownership rights and management functions -- Survival of the joint venture agreement -- The basic clauses of a joint venture agreement: purpose and drafting -- Representations and warranties: warranties assign risk -- General warranties of particular interest to management -- Warranties concerning trading terms -- Warranties concerning preclosing business practices -- Warranties concerning assets -- Warranties concerning the accounts -- Warranties concerning employees -- Warranties concerning insurance -- Warranties concerning the environment -- Warranties of a legal nature -- Warranties of a financial nature -- Indemnities and damages -- Due diligence procedures: the discovery of risk -- Termination of the joint venture and dispute resolution -- Closing conditions -- Miscellaneous clauses: assignment, expenses, notices, and brokers -- Recommended, optional documentation -- Board of directors' agreement -- Management agreement -- Adherence agreement -- Joint venture agreement: conclusions -- The Shareholders' Agreement -- The shareholders' agreement: a primary tool for management -- Pooling agreements -- Voting trust.
505 8 $aIrrevocable power of attorney -- The traditional private use of the shareholders' agreement -- The characteristics of the shareholders' agreement -- Formalities: the parties -- Formalities: deposit requirements -- Formalities: duration -- Prohibited aspects of the shareholders' agreement -- The theory of the self-enforcing, no-exit legal circuit -- The ownership and managerial effectiveness of a shareholders' agreement -- Protection against unfair tactics and push-out attempts: a general view -- Amendments to the company articles -- Name of the joint venture company -- Right to information -- Distribution of dividends -- Nomination to board of directors -- Voting on the board of directors -- Location of board meetings, nonvoting observers, and technical committees -- Secret purchase of majority shares -- One partner buys equity interests and does not inform the other partners -- Annual budget, capital expenditures, expansion plans, and disposal of assets -- Loan provisions, guarantees, and encumbrances -- Purchase or disposal of equity interests -- Dispute resolution -- Litigation authorized by the board of directors -- New labor policies -- Providing additional capital -- Augments of capital, issuance of authorized shares, and stock dividends -- Accounting policies -- Exorbitant salaries: contracts -- Appropriation of corporate assets -- Sale of corporate assets or contracts with third parties -- Profiting from insider information or other opportunities -- Material contracts above a certain amount -- Placement of key personnel -- Language ability of personnel -- Termination of employees -- Prohibition on dismissed employees working for one of the partners -- Change of control, decease of a partner, or prolonged illness -- Termination of the joint venture -- Continuation of business after the joint venture has been terminated -- Disposal of assets after the joint venture has been terminated -- Post-termination obligations -- Ten practical considerations -- Amendments to the company articles -- Name of the joint venture company -- Right to information -- Distribution of dividends -- Nomination to the board of directors -- Voting on the board of directors -- Location of board meetings, nonvoting observers, and technical committees -- Secret purchase of majority shares -- One party buys equity interests and does not inform the other partners -- Annual budget, capital expenditures, expansion plans, and disposal of assets -- Loan provisions, guarantees, and encumbrances -- Purchase or disposal of equity interests -- Dispute resolution -- Litigation authorized by the board of directors -- New labor policies -- Providing additional capital -- Augments of capital, issuance of authorized shares, and stock dividends -- Accounting policies -- Exorbitant salaries: contracts -- Appropriation of corporate assets -- Sale of corporate assets or contracts with third parties -- Profiting from insider information and other opportunities -- Material contracts above a certain amount -- Placement of key personnel -- Language ability of key personnel -- Termination of employees -- Prohibition on dismissed employees working for one of the partners -- Change of control, decease of a partner, or prlonged illness -- Termination of the joint venture -- Continuation of business after the joint venture has been terminated -- Disposal of assets after the joint venture has been terminated -- The shareholders' agreement: the kingpin of conflict resolution -- Due Diligence Procedures: Commercial, Legal, and Financial -- Applications of due diligence procedures other than in joint ventures -- The proper place and time in which to conduct due diligence procedures -- Classification of due diligence procedures -- Seller: warranties that should not have been made -- Seller: business is not as good as represented -- Seller and buyer: revelation of potential sale -- Commercial due diligence procedures: general objectives -- Commercial due diligence: common problems -- Other joint ventures: relevance -- Other joint ventures: risk -- Other joint ventures: resolution -- Organization chart: relevance -- Organization chart: risk -- Organization chart: resolution -- Labor force: relevance -- Labor force: risk -- Labor force: resolution -- Employee benefits: relevance -- Employee benefits: risk -- Employee benefits: resolution -- Subsidiaries: relevance -- Subsidiaries: risk -- Subsidiaries: resolution -- Harmonization of departments through knowledge management: relevance -- Harmonization of departments through knowledge management: risk -- Harmonization of departments through knowledge management: resolution -- Worker organizations with management functions or powers: relevance -- Worker organizations with management functions or powers: risk -- Worker organizations with management functions or powers: resolution -- Expatriate laws: relevance -- Expatriate laws: risk -- Expatriate laws: resolution -- Compensation of directors, officers, and shareholders: relevance -- Compensation of directors, officers, and shareholders: risk -- Compensation of directors, officers, and shareholders: resolution -- Resignations and appointments to the board: relevance -- Resignations and appointments to the board: risk -- Resignations and appointments to the board: resolution -- Environmental issues: relevance -- Environmental issues: risk -- Environmental issues: resolution -- Financial due diligence procedures: general objectives -- Accounting procedures -- Discretionary items that affect joint venture results -- Cost of goods sold -- Inventory -- Cash or its equivalent -- Accounts receivable -- Fixed assets -- Physical inspection of the site -- Liabilities -- Tax compliance -- Legal due diligence procedures -- Review of corporate charter, by-laws, and all amendments -- Minutes of the company -- Corporate existence -- Verification of capital -- Sale of equity interest -- List of all directors and term of office -- Contracts with directors and/or employees -- Real estate -- Review of all material supply and manufacturing contracts -- Review of transfers of technology, trade secrets, and know-how -- Environmental issues -- Study and review of all litigation records -- Legal/results of investigation -- Legal/checklist for managers -- How to Protect Ownership Rights and Management Functions: Customizing the International Joint Venture -- The nature of the problem: ownership rights and company structure -- The natural division of authority in companies -- Management models: board of directors, general director, and operational manager -- The powers of the general assembly -- Supermajority vote requirements -- Management board composition -- Management board voting system -- Dismissal rights over the board of directors -- Quorum -- Customizing the international joint venture -- Dispute Resolution and Termination -- Introduction to dispute resolution -- Conciliation -- Introduction to mediation -- Issues relating to mediation -- Adjudication -- Arbitration -- Tribunal -- Termination -- Termination by failure of a preclosing condition -- Termination because the term of the joint venture is completed -- Contractual joint venture: reasons for termination -- Equity joint venture: reasons for termination -- Contractual and equity joint ventures: issues to be considered on termination -- Post-termination restraints on commercial conduct -- Termination: continuation of the joint venture -- Termination: continuation of contractual obligations -- Termination: existing liabilities of the withdrawing partner -- Contractual and equity joint ventures: termination issues -- The Closing Process -- Overall view of the closing process.
650 0 $aJoint ventures$xLaw and legislation.
650 0 $aJoint ventures$xManagement.
948 $a03/25/2002$b04/01/2002
982 $aK1309$a.W649$a2000
983 $a31786101644117
994 $a92$bCNU
999 $aK 1309 W649 2000$wLC$c1$i31786101644117$d8/3/2004$f8/3/2004$g1 $lCIRCSTACKS$mNULS$rY$sY$tBOOK$u4/1/2002