As cross-border business transactions are nowadays routine matters for business entities all over the world, the related legal aspects are becoming more and more complex. This book provides a structured introduction to the law and practice of investment deals (e.g. greenfield projects, M&As and hybrid forms) and of non-investment transactions (e.g. trade, technology transfer and services). Substantive law issues, procedural aspects, and skills related considerations such as contract drafting, structuring options and cross-cultural lawyering techniques are included, adding up to an unusually comprehensive and useful guide in the field.
Recognizing that cross-border business projects can take very different forms depending on the parties’ strategic choice, the factual background and the applicable law, the author describes a wide spectrum of transaction types. He explores underlying principles from a conceptual and a comparative point of view with a focus on transactional issues, using case studies from a variety of jurisdictions to demonstrate the significance of particular aspects. Among much else, topics include the following:
- international lawyering and cultural diversity;
- letters of intent, position papers, heads of agreement, confidentiality and exclusivity agreements;
- structure and contents of international contracts;
- protection of intellectual property rights and technology transfer;
- trade, countertrade and trade financing;
- agency and distributorship;
- greenfield investments and M&A;
- competition law and merger control;
- corporate governance and corporate social responsibility;
- international taxation; and
- dispute settlement and cross-border enforcement of awards.
Of special value is the author’s precise guidance on drafting techniques and contract practice. The clarity of the presentation, the uncompromising consistency in terms of structure and a large body of references to primary and secondary sources ensure that legal professionals, business managers and academics as well as other interested parties.
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