Joint Ventures 4th edition

Author	Ian Hewitt
Publisher	Sweet & Maxwell
Product	Joint Ventures 4th edition Hardback+CD	£195+VAT

August 2008

Features

Joint Ventures examines a range of transactions where two or more existing companies or firms agree to establish a common enterprise or business-related activity in which they intend jointly and directly to participate.

The new 4th edition of Joint Ventures offers you an in-depth examination of all aspects of joint ventures and a range of collaborative relationships. It identifies the principal issues raised by an array of transactions, sets out the relevant legal background and suggests ways of dealing with issues that may arise.

The new edition:

• Provides a clear overview of the law relating to joint ventures
• Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures, giving you the sensible guidance you need to avoid making mistakes
• Guides you through the planning stages of a joint venture or alliance, so that you can rely on expert guidance from the very start
• Offers advice for international joint ventures with specialist sections on countries such as China, India, Brazil, Russia and South Africa
• Includes 20 comprehensive precedents which you can use and adapt to fit your individual clients’ needs
• Provides precedents and checklist material on the CD-ROM, saving you time when you use them

Contents

Planning a joint venture

• Why go into a joint venture?
• Planning a joint venture transaction
• Choosing the legal form
• Contractual alliances: an overview
• Equity joint ventures: the framework
• Importance of ancillary contracts

Specific issues affecting the joint venture relationship

• Capital and funding
• Governance and management
• Minority investment and protection
• Deadlock and breakdown
• Duties between joint venture parties
• Transfers of shares
• Exit termination and change
• Disputes: mediation, litigation and arbitration

Specialist issues affecting joint ventures

• Tax planning
• Competition and regulatory
• Intellectual property
• Employment
• Accounting

International joint ventures and selected jurisdictions

Precedents

• Information exchange agreement
• Memorandum of understanding
• Legal due diligence questionnaire
• Strategic alliance agreement
• R&D collaboration agreement
• Partnership agreement
• EEIG formation agreement
• Limited liability partnership agreement
• 50:50 shareholders agreement (short form)
• Multi party shareholders’ agreement (long form)
• Articles of association (UK company)
• Preference share rights ITC model corporate joint venture agreement (two party)
• Deed of adherence
• Put and call option agreement Support services agreement Technology licence agreement Trade mark licence agreement
• Deadlock resolution clauses
• Arbitration and mediation clauses

Checklists

• Preparing for the joint venture: initial issues
• Drafting the joint venture agreement

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