Contenu connexe


Diapositivas - Joint Venture.pdf

  1. International Joint Ventures What should I know before doing business with a foreign partner?
  2. Important Information This presentation is similar to any other seminar designed to provide general information on pertinent legal topics. The statements made and any materials distributed as part of this presentation are provided for educational purposes only. They do not constitute legal advice nor do they necessarily reflect the views of Holland & Hart LLP or any of its attorneys other than the speakers. This presentation is not intended to create an attorney-client relationship between you and Holland & Hart LLP. If you have specific questions as to the application of the law to your activities, you should seek the advice of your legal counsel. All Presentations and Other Materials © Holland & Hart LLP 2016
  3. What is a Joint Venture?
  4. Where are you going and how will you get there? Objectives of the Joint Venture
  5. Transaction Cost Analysis Expertise Technology Know-How of Separate Businesses with Shared Costs and Risks • Time and Expense of Creating the JV • Conflicts of Management Style • Cultural Differences
  6. Compatibility Alignment of Goals Business Cultures Financial Resources Operational Savvy Leadership Commitment Business Plan Reputation Legal Compliance/Ongoing Disputes Geographic Stability
  7. Financing Sweat Equity / Cash
  8. Contribution of Assets
  9. Cross-border / Local Law Issues
  10. Competition
  11. Alternative International Strategies Outsourcing Contracts (ex: Exclusive Distributor Agreement) Strategic Alliances Equity/Non-Equity Traditional M&A Control/Full Acquisition Create a Wholly-Owned Subsidiary Less Commitment/Less Control/Risk of Losing Partner Higher Commitment/More Control/Less Risk of Losing Relationship Easy/Fast/Cheap Complex/Longer to Establish/More Expensive
  12. Share Capital Share Capital Contributions Ongoing Financing Needs Classes of Shares/Interests
  13. BoardofDirectors/Management/Shareholders Appointment and Removal of Directors Approval Requirements Quorum and Notice Requirements Director and Officer Liability Shareholder Decision Making Authority
  14. Profit Distribution Party expectations – reinvest in business or distribute cash? Distributions out of capital or profits Special allocations
  15. Transfers of Interests Restrictions on transfer What transfer restrictions are enforceable? Co-Sale, Drag-Along, Right of First Refusal
  16. Restrictive Covenants Restrictions from competing with Joint Venture Requirement to refer opportunities to Joint Venture Access to, or rights over, confidential information belonging to Joint Venture
  17. Records Information on business of Joint Venture provided to parties and how frequently Rights of shareholders to inspect records
  18. Intellectual Property IP rights transferred or licensed and on what terms Who owns IP rights developed by the Joint Venture What happens to IP upon dissolution
  19. Employee Issues How will employees be transferred to the Joint Venture Will Joint Venture have its own employees Employee benefits
  20. Ancillary Arrangements Supply of goods Transitional arrangements for sharing information technology Technical assistance Secondment of staff Provision of facilities
  21. Dispute Resolution and Deadlock Referral to CEOs Reference to an independent director or third party Arbitration
  22. Termination Fixed term or indefinite Permitted termination Any restrictions on parties after termination
  23. Questions?