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 Mager and Alison Byrne V. Termination of the Joint Venture by George Goulding, Dr Hans-Jurgenn Hellwig, Tim Boxell and Bonnie Costelloe
Dan Prentice is the Allen & Overy Professor of Corporate Law at the University of Oxford and a Fellow of Pembroke College.
Some comparisons between common law and civil law, Gerhard Dannemann: negotiating instruments, drafting agreements, substantive law differences, choice of law implications; execution of agreements; going to the courts. Structuring the joint venture, Ian Hewitt and Professor Dr Gerhard Picot: introduction; types of legal structures for joint ventures; international joint ventures - tax issues; negotiating and forming the joint venture; conclusions. Protecting the various interests in the joint venture, David Kershaw and Dr Wolfgang Witz: introduction; board and management structures; method of appointment and removal of directors; different board structures; methods of establishing board and management structures; position of subsidiary companies; position of management below board level; duties of directors; shareholder decisions; minority rights; enforcement of minority rights; legal rights of the minority; remedies available; expert adjudication; arbitration; employee protection; abbreviations. Joint ventures under EU and national competition laws, Jochen Burrichter, Rod Carlton, Dr Thorsten Mager and Alison Byrne: joint ventures under European Community competition laws; the treatment of joint ventures under the merger regulation; case analysis of joint ventures; treatment of joint ventures under Article 81 EC Treaty; UK competition law. Termination of joint venture, George Goulding, Dr Hans-Jurgen Hellwig, Tim Boxell and Bonnie Costelloe: introduction; formation of the joint venture; termination by change of ownership; termination by dissolution; doctrine of qualified factual group under German law; conclusion.