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Effective international joint venture management : practical legal insights for successful organization and implementation

Effective international joint venture management : practical legal insights for successful organization and implementation (Loan 1 times)

Material type
단행본
Personal Author
Wolf, Ronald Charles.
Title Statement
Effective international joint venture management : practical legal insights for successful organization and implementation / Ronald Charles Wolf.
Publication, Distribution, etc
Armonk, N.Y. :   M.E. Sharpe,   c2000.  
Physical Medium
xix, 476 p. ; 24 cm.
ISBN
0765605473 (hc : alk. paper)
Bibliography, Etc. Note
Includes bibliographical references (p. 457-458) and index.
Subject Added Entry-Topical Term
Joint ventures -- Law and legislation. Joint ventures -- Management.
000 00878camuu2200241 a 4500
001 000000727691
005 20011108093021
008 991021s2000 nyu b 001 0 eng
010 ▼a 99055641
020 ▼a 0765605473 (hc : alk. paper)
040 ▼a DLC ▼c DLC ▼d 211009
049 1 ▼l 111198595
050 0 0 ▼a K1309 ▼b .W649 2000
082 0 0 ▼a 346/.0682 ▼2 21
090 ▼a 346.0682 ▼b W855e
100 1 ▼a Wolf, Ronald Charles.
245 1 0 ▼a Effective international joint venture management : ▼b practical legal insights for successful organization and implementation / ▼c Ronald Charles Wolf.
260 ▼a Armonk, N.Y. : ▼b M.E. Sharpe, ▼c c2000.
300 ▼a xix, 476 p. ; ▼c 24 cm.
504 ▼a Includes bibliographical references (p. 457-458) and index.
650 0 ▼a Joint ventures ▼x Law and legislation.
650 0 ▼a Joint ventures ▼x Management.

Holdings Information

No. Location Call Number Accession No. Availability Due Date Make a Reservation Service
No. 1 Location Main Library/Law Library(Preservation Stacks/B2)/ Call Number 346.0682 W855e Accession No. 111198595 Availability Available Due Date Make a Reservation Service B M

Contents information

Table of Contents


CONTENTS

INTRODUCTION = 3

PART ONE = 3

 0.1 The nature of the international joint venture : theory, practice, and power = 3

  0.1.1 Definition of an international joint venture = 6

  0.1.2 Synonyms for an international joint venture = 8

  0.1.3 Why companies choose international joint ventures for doing business = 10

  0.1.4 Formation = 10

  0.1.5 Capital structure and negotiations = 11

  0.1.6 Documentation, including the shareholders' agreement = 11

  0.1.7 Due diligence procedures = 12

  0.1.8 The protection of ownership rights, including management functions = 13

  0.1.9 Dispute resolution and termination = 14

  0.1.10 The Closing process = 15

  0.1.11 Summary = 16

PART TWO = 17

 0.2 Terminology = 17

  0.2.1 Foreign investor, home jurisdiction, foreign jurisdiction, host country, and national or local investor = 17

  0.2.2 Venture party, partners, and owners = 18

  0.2.3 Operating company, local company, object corporation, target corporation, joint venture vehicle, or joint venture form = 18

1 THE COMMERCIAL ASPECTS OF THE INTERNATIONAL JOINT VENTURE = 20

 PART ONE = 20

  1.1 Why companies establish themselves in foreign markets = 20

   1.1.1 Rivalry = 21

   1.1.2 New economic zones as future markets = 22

   1.1.3 Marketing reasons = 22

   1.1.4 Product image and technical assistance = 23

   1.1.5 New products, new ideas, and technology transfer = 24

   1.1.6 Miscellaneous reasons : from resources to capital = 25

 PART TWO = 25

  1.2 Why choose an international joint venture as a form for doing business? = 25

   1.2.1 Regional trade bafflers = 27

   1.2.2 Capital flexibility : increasing and decreasing the joint venture capital = 27

   1.2.3 Return on capital, interest reductions, and tax exemptions = 28

   1.2.4 Organizational flexibility = 29

   1.2.5 Natural resources = 31

   1.2.6 Human resources = 32

   1.2.7 Cultural aptitude, knowledge of local business, and moral customs = 33

   1.2.8 Complementary knowledge creates economies of goods and services = 34

   1.2.9 Consolidation of markets = 35

   1.2.10 Withdrawal simplified = 36

   1.2.11 Risk reduction = 37

   1.2.12 Requirements for international joint venture by host countries = 37

   1.2.13 Diversification = 37

   1.2.14 Modernization = 38

   1.2.15 Realization of capital gains

   1.2.16 Avoidance of multiple fractional interests because of inheritance = 39

 PART THREE = 39

  1.3 The characteristics of an international joint venture = 39

   1.3.1 Diversity of legal methods = 42

   1.3.2 Diversity of legal forms = 45

   1.3.3 Convergence of legal methods and legal forms = 45

   1.3.4 International joint ventures raise specific problems of documentation = 46

   1.3.5 Contractual joint ventures, also known as the unincorporated joint venture = 47

   1.3.6 Contractual joint venture definition = 48

   1.3.7 Partnership : contractual or equity joint venture? = 48

   1.3.8 Equity joint ventures = 49

   1.3.9 Equity joint venture definition = 50

   1.3.10 Particular legal issues may alter general definition = 50

   1.3.11 Management rights as property rights = 51

   1.3.12 Summary of characteristics of equity joint ventures = 52

 PART FOUR = 54

  1.4 Foreign regulation of international joint ventures = 54

2 THE INTERNATIONAL JOINT VENTURE : METHOD = 55

 PART ONE = 55

  2.1 Various methods and possible commercial alliances = 55

 PART TWO = 60

  2.2 A merchant's viewpoint = 60

   2.2.1 Acquisitions = 60

   2.2.2 Subsidiary formation = 61

   2.2.3 Mergers = 61

   2.2.4 Partnerships = 63

   2.2.5 Unincorporated joint ventures also denominated consortiums = 63

   2.2.6 Management contracts = 64

 PART THREE = 67

  2.3 Technology licensing : routes of collision and avoidance with the joint venture = 67

   2.3.1 Licensing of technology : patents, copyright, trademarks, trade secrets, and know-how = 68

   2.3.2 Why technology licenses are often associated with joint ventures = 69

   2.3.3 Technology licenses and joint ventures : legal precautions = 71

   2.3.4 The risk of competition = 72

   2.3.5 Loss of expansion in market = 72

   2.3.6 Loss of quality control = 73

   2.3.7 License termination, consequences, and avoidance = 73

 PART FOUR = 74

  2.4 Turn-Key contracts = 74

   2.4.1 Franchising = 75

   2.4.2 Distributorships, agency contracts, and sales representation = 76

   2.4.3 Sale of assets or a division = 79

   2.4.4 Branches = 80

 PART FIVE = 82

  2.5 Various methods for forming international joint ventures = 82

   2.5.1 Advantages of acquisition as a method = 82

   2.5.2 Disadvantages of acquisition as a method = 84

   2.5.3 Summary of advantages and disadvantages of the method of acquisition = 86

   2.5.4 Advantages of method of forming a subsidiary = 87

   2.5.5 Disadvantages of the method of forming a subsidiary = 89

   2.5.6 Summary of advantages and disadvantages of method of forming a subsidiary = 89

   2.5.7 Advantages of the method of merger = 90

   2.5.8 Disadvantages of the method of merger = 92

   2.5.9 Advantages of the method of forming a partnership = 93

   2.5.10 Disadvantages of the method of forming a partnership = 94

   2.5.11 Advantages and disadvantages of the method of forming an unincorporated joint venture = 95

   2.5.12 Profit-sharing management contract : advantages and disadvantages as a method = 95

 PART SIX = 97

  2.6 Time, simplicity, cost, and management objectives = 97

3 THE VARIOUS FORMS OF THE INTERNATIONAL JOINT VENTURE SHELTER = 117

 PART ONE = 117

  3.1 Essential joint venture characteristics for review by owners and managers = 117

   3.1.1 Thirteen essential joint venture characteristics = 119

   3.1.2 Mergers = 128

   3.1.3 Advantages and disadvantages to various forms regarding the thirteen characteristics = 128

 PART TWO = 129

  3.2 Thirteen characteristics of a share corporation = 129

 PART THREE = 143

  3.3 Thirteen characteristics of a private limited liability company = 143

   3.3.1 Limited liability = 146

   3.3.2 Profit withdrawals = 146

   3.3.3 Management structure = 147

   3.3.4 Taxes = 148

   3.3.5 Effect on private agreement of form chosen = 149

   3.3.6 Restriction on sale of ownership interests = 150

   3.3.7 Financial engineering flexibility = 150

   3.3.8 How ownership interests are represented and transferred = 151

   3.3.9 Formalities of formation and subsequent reporting requirements = 152

   3.3.10 Duration of form = 153

   3.3.11 Familiarity = 153

   3.3.12 Monitoring the investment = 154

   3.3.13 Termination flexibility = 154

   3.3.14 Summary of advantages and disadvantages in the private limited liability company as a legal form = 155

 PART FOUR = 156

  3.4 Thirteen characteristics of a general partnership = 156

   3.4.1 Limited liability = 157

   3.4.2 Profit withdrawals = 158

   3.4.3 Management structure = 158

   3.4.4 Taxes = 158

   3.4.5 Effect on private agreement of form chosen = 159

   3.4.6 Restriction on sale of ownership interests = 160

   3.4.7 Financial engineering flexibility = 160

   3.4.8 How ownership is represented and transferred = 160

   3.4.9 Formalities of formation and subsequent reporting requirements = 160

   3.4.10 Duration of form = 161

   3.4.11 Familiarity = 161

   3.4.12 Monitoring the investment = 161

   3.4.13 Termination flexibility = 162

   3.4.14 Summary of advantages and disadvantages of general partnership as a legal form = 162

 PART FIVE = 163

  3.5 Thirteen characteristics of an unincorporated joint venture = 163

   3.5.1 Limited liability = 165

   3.5.2 Profit withdrawals = 165

   3.5.3 Management structure = 165

   3.5.4 Taxes = 166

   3.5.5 Effect on private agreement of form chosen = 166

   3.5.6 Restriction on sale of ownership interests = 166

   3.5.7 Financial engineering flexibility = 166

   3.5.8 How ownership is represented and transferred = 167

   3.5.9 Formalities of formation and subsequent reporting requirements = 167

   3.5.10 Duration of form = 167

   3.5.11 Familiarity = 167

   3.5.12 Monitoring the investment = 168

   3.5.13 Termination flexibility = 168

   3.5.14 Summary of advantages and disadvantages in the unincorporated joint venture as a legal form = 168

 PART SIX = 169

  3.6 Final practical considerations concerning joint venture formation = 169

   3.6.1 Acquisition or formation of a subsidiary? = 170

   3.6.2 The preferred legal form of the international joint venture = 172

 PART SEVEN = 172

  3.7 Summary of distinguishing aspects of an international joint venture = 172

   3.7.1 Ownership and investment = 174

   3.7.2 The sharing of power = 175

4 CAPITAL STRUCTURE AND NEGOTIATIONS = 177

 Part One = 177

  4.1 Introduction to capital structure and negotiations = 177

   4.1.1 Capital structure : cash, assets, agreed contributions, loans, and guarantees = 178

   4.1.2 Capital structure and consolidated accounts = 181

   4.1.3 Capital control without a majority interest = 183

   4.1.4 Capital control and threshold requirements = 185

   4.1.5 Threshold requirements and the articles of the company = 188

   4.1.6 Threshold requirements and the shareholders' agreement = 188

   4.1.7 Capital control and corporate division of power = 190

   4.1.8 Capital structure and accounting rules for profit determination = 191

   4.1.9 Capital structure and financing = 193

   4.1.10 Capital structure and long-term debt = 197

   4.1.11 Capital structure and all debt = 197

   4.1.12 Capital structure and alternatives to equity contribution = 198

   4.1.13 Capital structure and competition law : the problem of control = 199

 PART TWO = 200

  4.2 Introduction to negotiations = 200

   4.2.1 The cultural and political environment = 202

   4.2.2 General foreign investment considerations = 203

   4.2.3 Basic information about target company or partners = 204

   4.2.4 Suggestions as to general rules of conduct during negotiations = 205

   4.2.5 Determination of the scope of the joint venture = 207

   4.2.6 Assets and financing of the joint venture = 209

   4.2.7 Legal structure of the joint venture = 209

   4.2.8 Operational issues of management and control = 210

   4.2.9 Relationship between the joint venture company and the partners = 211

   4.2.10 Conclusion = 212

5 DOCUMENTATION, OWNERSHIP, AND MANAGEMENT = 213

 PART ONE = 213

  5.1 Documentation in general = 213

   5.1.1 The letter of intent = 215

   5.1.2 Formation agreement = 216

   5.1.3 The confidentiality agreement = 217

   5.1.4 The joint venture agreement = 218

   5.1.5 Agreed due diligence procedures = 218

   5.1.6 The shareholders' agreement = 218

   5.1.7 The board of directors' agreement = 219

   5.1.8 The management agreement = 219

   5.1.9 The adherence agreement = 220

   5.1.10 Agreed budget and operating plan for a specified period, for example 3 to 5 years = 220

   5.1.11 Confirmation of events leading to the closing = 220

 PART TWO = 223

  5.2 How documents contribute toward effective ownership and management = 223

   5.2.1 Preliminary documents : the negotiations phase = 226

   5.2.2 The letter of intent = 227

   5.2.3 Declaration of informality = 228

   5.2.4 Points of no return = 228

   5.2.5 Form of the letter of intent and its function = 228

   5.2.6 Advantages and disadvantages of the letter of intent = 229

   5.2.7 The letter of intent is not a contract = 229

 PART THREE = 230

  5.3 The confidentiality agreement = 230

   5.3.1 Defining the subject matter of confidential information = 231

   5.3.2 Management of confidential information = 231

 PART FOUR = 233

  5.4 The joint venture agreement = 233

   5.4.1 Withdrawal from the joint venture = 234

   5.4.2 Interpretation source for ownership rights and management functions = 234

   5.4.3 Survival of the joint venture agreement = 235

   5.4.4 The basic clauses of a joint venture agreement : purpose and drafting = 237

 PART FIVE = 260

  5.5 Representations and warranties : warranties assign risk = 260

   5.5.1 General warranties of particular interest to management = 266

   5.5.2 Warranties concerning trading terms = 266

   5.5.3 Warranties concerning preclosing business practices = 267

   5.5.4 Warranties concerning assets = 268

   5.5.5 Warranties concerning the accounts = 268

   5.5.6 Warranties concerning employees = 269

   5.5.7 Warranties concerning insurance = 270

   5.5.8 Warranties concerning the environment = 270

   5.5.9 Warranties of a legal nature = 271

   5.5.10 Warranties of a financial nature = 271

   5.5.11 Indemnities and damages = 272

   5.5.12 Due diligence procedures : the discovery of risk = 274

   5.5.13 Termination of the joint venture and dispute resolution = 274

   5.5.14 Closing conditions = 276

   5.5.15 Miscellaneous clauses : assignment, expenses, notices, and brokers = 276

 PART SIX = 276

  5.6 Recommended, optional documentation = 276

   5.6.1 Board of directors' agreement = 278

   5.6.2 Management agreement = 279

   5.6.3 Adherence agreement = 280

   5.6.4 Joint venture agreement : conclusions = 281

6 THE SHAREHOLDERS' AGREEMENT = 283

 PART ONE = 283

  6.1 The shareholders' agreement : a primary tool for management = 283

   6.1.1 Pooling agreements = 286

   6.1.2 Voting trust = 286

   6.1.3 Irrevocable power of attorney = 287

   6.1.4 The traditional private use of the shareholders' agreement = 287

   6.1.5 The characteristics of the shareholders' agreement = 291

   6.1.6 Formalities : the parties = 293

   6.1.7 Formalities : deposit requirements = 294

   6.1.8 Formalities : duration = 295

   6.1.9 Prohibited aspects of the shareholders' agreement = 295

   6.1.10 The theory of the self-enforcing, no-exit legal circuit = 296

   6.1.11 The ownership and managerial effectiveness of a shareholders' agreement = 297

 PART TWO = 298

  6.2 Protection against unfair tactics and push-out attempts : a general view = 298

   6.2.1 Amendments to the company articles = 299

   6.2.2 Name of the joint venture company = 299

   6.2.3 Right to information = 300

   6.2.4 Distribution of dividends = 300

   6.2.5 Nomination to board of directors = 301

   6.2.6 Voting on the board of directors = 301

   6.2.7 Location of board meetings, nonvoting observers, and technical committees = 302

   6.2.8 Secret purchase of majority shares = 303

   6.2.9 One partner buys equity interests and does not inform the other partners = 304

   6.2.10 Annual budget, capital expenditures, expansion plans, and disposal of assets = 304

   6.2.11 Loan provisions, guarantees, and encumbrances = 305

   6.2.12 Purchase or disposal of equity interests = 305

   6.2.13 Dispute resolution = 306

   6.2.14 Litigation authorized by the board of directors = 306

   6.2.15 New labor policies = 307

   6.2.16 Providing additional capital = 307

   6.2.17 Augments of capital, issuance of authorized shares, and stock dividends = 307

   6.2.18 Accounting policies = 308

   6.2.19 Exorbitant salaries : contracts = 308

   6.2.20 Appropriation of corporate assets = 309

   6.2.21 Sale of corporate assets or contracts with third parties = 309

   6.2.22 Profiting from insider information or other opportunities = 309

   6.2.23 Material contracts above a certain amount = 309

   6.2.24 Placement of key personnel = 310

   6.2.25 Language ability of personnel = 310

   6.2.26 Termination of employees = 310

   6.2.27 Prohibition on dismissed employees working for one of the partners = 311

   6.2.28 Change of control, decease of a partner, or prolonged illness = 311

   6.2.29 Termination of the joint venture = 311

   6.2.30 Continuation of business after the joint venture has been terminated = 313

   6.2.31 Disposal of assets after the joint venture has been terminated = 313

   6.2.32 Post-termination obligations = 314

 PART THREE = 315

  6.3 Ten practical considerations = 315

 PART FOUR = 317

  6.4 Amendments to the company articles = 317

   6.4.1 Name of the joint venture company = 318

   6.4.2 Right to information = 318

   6.4.3 Distribution of dividends = 319

   6.4.4 Nomination to the board of directors = 319

   6.4.5 Voting on the board of directors = 319

   6.4.6 Location of board meetings, nonvoting observers, and technical committees = 320

   6.4.7 Secret purchase of majority shares = 320

   6.4.8 One party buys equity interests and does not inform the other partners = 321

   6.4.9 Annual budget, capital expenditures, expansion plans, and disposal of assets = 321

   6.4.10 Loan provisions, guarantees, and encumbrances = 321

   6.4.11 Purchase or disposal of equity interests = 321

   6.4.12 Dispute resolution = 322

   6.4.13 Litigation authorized by the board of directors = 322

   6.4.14 New labor policies = 322

   6.4.15 Providing additional capital = 322

   6.4.16 Augments of capital, issuance of authorized shares, and stock dividends = 323

   6.4.17 Accounting policies = 323

   6.4.18 Exorbitant salaries : contracts = 324

   6.4.19 Appropriation of corporate assets = 325

   6.4.20 Sale of corporate assets or contracts with third parties = 325

   6.4.21 Profiting from insider information and other opportunities = 325

   6.4.22 Material contracts above a certain amount = 326

   6.4.23 Placement of key personnel = 326

   6.4.24 Language ability of key personnel = 327

   6.4.25 Termination of employees = 327

   6.4.26 Prohibition on dismissed employees working for one of the partners = 327

   6.4.27 Change of control, decease of a partner, or prolonged illness = 328

   6.4.28 Termination of the joint venture = 329

   6.4.29 Continuation of business after the joint venture has been terminated = 329

   6.4.30 Disposal of assets after the joint venture has been terminated = 330

   6.4.31 The shareholders' agreement : the kingpin of conflict resolution = 330

7 Due Diligence Procedures : Commercial, Legal, and Financial = 331

 PART ONE = 331

  7.1 A definition = 331

   7.1.1 Applications of due diligence procedures other than in joint ventures = 334

   7.1.2 The proper place and time in which to conduct due diligence procedures = 335

   7.1.3 Classification of due diligence procedures = 336

   7.1.4 Seller : warranties that should not have been made = 338

   7.1.5 Seller : business is not as good as represented = 338

   7.1.6 Seller and buyer : revelation of potential sale = 338

 PART TWO = 339

  7.2 Commercial due diligence procedures : general objectives = 339

   7.2.1 Commercial due diligence : common problems = 341

   7.2.2 Other joint ventures : relevance = 342

   7.2.3 Other joint ventures : risk = 342

   7.2.4 Other joint ventures : resolution = 343

   7.2.5 Organization chart : relevance = 343

   7.2.6 Organization chart : risk = 344

   7.2.7 Organization chart : resolution = 344

   7.2.8 Labor force : relevance = 346

   7.2.9 Labor force : risk = 347

   7.2.10 Labor force : resolution = 347

   7.2.11 Employee benefits : relevance = 348

   7.2.12 Employee benefits : risk = 348

   7.2.13 Employee benefits : resolution = 349

   7.2.14 Subsidiaries : relevance = 349

   7.2.15 Subsidiaries : risk = 350

   7.2.16 Subsidiaries : resolution = 350

   7.2.17 Harmonization of departments through knowledge management : relevance = 351

   7.2.18 Harmonization of departments through knowledge management : risk = 352

   7.2.19 Harmonization of departments through knowledge management : resolution = 352

   7.2.20 Worker organizations with management functions or powers : relevance = 353

   7.2.21 Worker organizations with management functions or powers : risk = 354

   7.2.22 Worker organizations with management functions or powers : resolution = 354

   7.2.23 Expatriate laws : relevance = 354

   7.2.24 Expatriate laws : risk = 355

   7.2.25 Expatriate laws : resolution = 355

   7.2.26 Compensation of directors, officers, and shareholders : relevance = 356

   7.2.27 Compensation of directors, officers, and shareholders : risk = 356

   7.2.28 Compensation of directors, officers, and shareholders : resolution = 356

   7.2.29 Resignations and appointments to the board : relevance = 357

   7.2.30 Resignations and appointments to the board : risk = 357

   7.2.31 Resignations and appointments to the board : resolution = 358

   7.2.32 Environmental issues : relevance = 359

   7.2.33 Environmental issues : risk = 360

   7.2.34 Environmental issues : resolution = 360

 PART THREE = 360

  7.3 Financial due diligence procedures : general objectives = 360

   7.3.1 Accounting procedures = 362

   7.3.2 Discretionary items that affect joint venture results = 364

   7.3.3 Cost of goods sold = 366

   7.3.4 Inventory = 367

   7.3.5 Cash or its equivalent = 369

   7.3.6 Accounts receivable = 370

   7.3.7 Fixed assets = 371

   7.3.8 Physical inspection of the site = 372

   7.3.9 Liabilities = 372

   7.3.10 Tax compliance = 373

 PART FOUR = 373

  7.4 Legal due diligence procedures = 373

   7.4.1 Review of corporate charter, by-laws, and all amendments = 375

   7.4.2 Minutes of the company = 376

   7.4.3 Corporate existence = 377

   7.4.4 Verification of capital = 378

   7.4.5 Sale of equity interest = 379

   7.4.6 List of all directors and term of office = 380

   7.4.7 Contracts with directors and/or employees = 380

   7.4.8 Real estate = 381

   7.4.9 Review of all material supply and manufacturing contracts = 381

   7.4.10 Review of transfers of technology, trade secrets, and know-how = 382

   7.4.11 Environmental issues = 382

   7.4.12 Study and review of all litigation records = 383

   7.4.13 Legal/results of investigation = 384

   7.4.14 Legal/checklist for managers = 384

8 How TO PROTECT OWNERSHIP RIGHTS AND MANAGEMENT FUNCTIONS : CUSTOMIZING THE INTERNATIONAL JOINT VENTURE = 386

 PART ONE = 386

  8.1 The nature of the problem : ownership rights and company structure = 386

   8.1.1 The natural division of authority in companies = 391

   8.1.2 Management models : board of directors, general director, and operational manager = 396

 PART TWO = 398

  8.2 The powers of the general assembly = 398

 PART THREE = 404

  8.3 Supermajority vote requirements = 404

 PART FOUR = 407

  8.4 Management board composition = 407

   8.4.1 Management board voting system = 408

 PART FIVE = 410

  8.5 Dismissal rights over the board of directors = 410

 PART SIX = 411

  8.6 Quorum = 411

 PART SEVEN = 415

  8.7 Customizing the international joint venture = 415

9 DISPUTE RESOLUTION AND TERMINATION = 417

 PART ONE = 417

  9.1 Introduction to dispute resolution = 417

   9.1.1 Conciliation = 419

   9.1.2 Introduction to mediation = 421

   9.1.3 Issues relating to mediation = 423

   9.1.4 Adjudication = 428

   9.1.5 Arbitration = 430

   9.1.6 Tribunal = 434

 PART TWO = 437

  9.2 Termination = 437

   9.2.1 Termination by failure of a preclosing condition = 439

   9.2.2 Termination because the term of the joint venture is completed = 440

   9.2.3 Contractual joint venture : reasons for termination = 440

   9.2.4 Equity joint venture : reasons for termination = 442

 PART THREE = 443

  9.3 Contractual and equity joint ventures : issues to be considered on termination = 443

   9.3.1 Post-termination restraints on commercial conduct = 443

   9.3.2 Termination : continuation of the joint venture = 444

   9.3.3 Termination : continuation of contractual obligations = 445

   9.3.4 Termination : existing liabilities of the withdrawing partner = 446

   9.3.5 Contractual and equity joint ventures : termination issues = 446

10 THE CLOSING PROCESS = 448

 10.1 Overall view of the closing process = 448

 10.2 Conclusion = 456

SELECT BIBLIOGRAPHY = 457

INDEX = 459

ABOUT THE AUTHOR = 477



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