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Joint Ventures in English and German Law

Editor(s): Eva Micheler, Dan Prentice
Media of Joint Ventures in English and German Law
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Published: 22-07-2000
Format: Hardback
Edition: 1st
Extent: 208
ISBN: 9781841131061
Imprint: Hart Publishing
Dimensions: 234 x 156 mm
RRP: £120.00
Online price : £108.00
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Loren Epson

About Joint Ventures in English and German Law

Business between England and Germany has flourished in recent years and looks set to continue to develop in coming years. This collection examines the legal framework of joint ventures between English and German companies. It addresses the laws in these two countries and draws helpful comparisons between the two. The contributions point out pitfalls that lawyers who are not familiar with both German and English law are likely to overlook and which may cause major problems when joint venture companies are established.



This book consists of four parts. Each of these has been written by a team of leading German and

English lawyers. The authors are specialists in this field and the contributions are rich with their practical insights. The studies were presented at the 1999 Anglo-German Law Conference in Oxford,organised under the auspices of the Oxford Law Faculty, with the support of three leading English and German Law firms.



The first part deals with the formation of a joint venture company. It discusses the types of companies which are usually used to establish joint ventures as well as the rights and obligations of members. It also addresses the law and legal practice relating to memoranda of understanding, warranties and indemnities, joint venture agreements, and the valuation of contributions. The second part concerns the management of joint venture companies. It analyses how shareholders can influence management decisions, the rights and obligations of directors and parent companies, as well as the legal position of minority shareholders. This part also describes the relevant laws protecting employees. The third part addresses European Union as well as English and German competition law. It considers the circumstances which trigger merger control mechanisms and presents two illuminating case studies. The last part deals with the termination of joint ventures. It presents and analyses several popular termination clauses including Russian Roulette, pre-emption rights, and rights of first refusal.



This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics concerned with European commercial or comparative law.



Contents

I. Some Comparisons Between Common Law and Civil Law by Gerhard Dannemann

II. Structuring the Joing Venture by Ian Hewitt and Prof Dr Gerhard Picot

III. Protecting the Various Interests in the Joint Venture by David Kershaw and Dr Wolfgang Witz

IV. Joint Ventures Under EU and National Competition Laws by Jochen Burrichter, Rod Carlton, Dr Thorsten Mäger and Alison Byrne

V. Termination of the Joint Venture by George Goulding, Dr Hans-Jürgenn Hellwig, Tim Boxell and Bonnie Costelloe

Table Of Contents

Some Comparisons Between Common Law and Civil Law
GERHARD DANNEMANN
1. Negotiating Instruments
2. Drafting Agreements
3. Substantive Law Differences, Choice of Law Implications
4. Execution of Agreements
5. Going to the Courts

Structuring the Joint Venture
IAN HEWITT AND PROF DR GERHARD PICOT
1. Introduction
2. Types of Legal Structures for Joint Ventures
3. International Joint Ventures: Tax Issues
4. Negotiating and Forming the Joint Venture
5. Conclusions

Protecting the Various Interests in the Joint Venture
DAVID KERSHAW AND DR. WOLFGANG WITZ
1. Introduction
2. Board and Management Structures
3. Method of Appointment and Removal of Directors
4. Different Board Structures
5. Methods of Establishing Board and Management Structures
6. Position of Subsidiary Companies
7. Position of Management Below Board Level
8. Duties of Directors
9. Shareholder Decisions
10. Minority Rights
11. Enforcement of Minority Rights
12. Legal Rights of the Minority
13. Remedies Available
14. Expert Adjudication
15. Arbitration
16. Employee Protection
17. Abbreviations

Joint Ventures Under EU and National Competition Laws
JOCHEN BURRICHTER, ROD CARLTON, DR. THORSTEN MÄGER and ALISON BYRNE
1. Joint Ventures Under European Community Competition Laws
2. The Treatment of Joint Ventures Under the Merger Regulation
3. Case Analysis of Joint Ventures
4. Treatment of Joint Ventures Under Article 81 EC Treaty
5. German Competition Law
6. UK Competition Law

Termination of the Joint Venture
GEORGE GOULDING, DR HANS-JÜRGEN HELLWIG, TIM BOXELL, and BONNIE COSTELLOE
1. Introduction
2. Formation of the Joint Venture
3. Termination by Change of Ownership
4. Termination by Dissolution
5. Doctrine of Qualified Factual Group Under German Law
6. Conclusion

Reviews

“This book is...highly recommended to practising lawyers and in-house counsel whose practice is in the area of Anglo-German business affairs. Academics and students with a legal interest in relation to EU, European commercial or comparative law should also find this book a useful resource for study and research. However, this book should not be limited to those with a legal background. It is also recommended to business academics and students who are in international businesses, particularly in England and Germany.” –  Nga Pham, International Trade and Business Law Review, Volume 9,

“Written by specialists, including members of leading English and German law firms, the text provides a richly textured insight into the nature and operation of joint ventures underpinned by an informed commentary as to the distinctive considerations brought to bear under two highly developed systems of law.
It is to be hoped that the forgoing gives an idea of the exhaustive range of issues covered by this book and will encourage it to be read. The editing has ensured that each section forms an integrated whole and one does not have to untangle the overlaps and gaps that often mar collections of conference papers. The flyleaf claims that the collection will be indispensable to practicing lawyers and of real interest top legal academics. This is a justified claim and one looks forward to the publication of the papers given at the second Anglo-German Law Conference which addressed Mergers.
” –  Nicholas Sinclair-Brown, Cambridge Law Journal

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