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The Practitioners’ Treatise on International Joint Ventures

The Practitioners’ Treatise on International Joint Ventures Basic Structures, Essential Documents, Special Problems, Common and Civil Law Jurisdictions with Multiple Clauses and Forms

作者： Ronald Wolf
出版商： Kluwer Law International
ISBN: 9789041158376
出版时间 April 2015
规格： Hardback , 582 pages
适应领域： International ? 免责申明：
Countri(es) stated herein are used as reference only

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This book is a welcome revision of the popular Guide to International Joint Ventures first published in 1995. Over the years it has been expanded and revised, and along with its change in name comes a thorough update, revision and addition to the contents.

Combining theory with practical experience, the author includes all the material from the original Guide series, and includes new chapters on the special problems of joint ventures.

Divided into two parts, Part 1 treats the basics of international joint ventures, including:
- the nature of an international joint venture
- different forms of an international joint venture
- capitalization
- essential documents
- letter of intent
- joint venture agreement
- shareholders’ agreement
- due diligence procedures
- dispute resolution
New to this edition

In Part II you’ll find new material dealing with many of the special problems of joint ventures, including:
- termination
- deadlock company
- directors and puppets
- share transfer restrictions
- minority shareholders
- protection of minority rights
- valuation of minority shares
Both Part I and Part II contain many basic clauses, as well as a wide variety of forms dependent on the subject treated.

The work includes a glossary and an extensive bibliography for researchers.

Practical help

These features will save you time, money, and other resources by giving you a starting point in drafting international joint venture documents, and by minimizing the likelihood that a key issue with potentially significant ramifications will be overlooked. You’ll also find guidance on possible future problems, and how to effectively anticipate these through proper drafting.

The author has practical experience of many decades as a practicing attorney with a common law training, but counseling in a civil law jurisdiction. With this experience in mind, he includes a list of relevant questions you should consider when being asked to counsel a joint venture.
Preface.

Acknowledgements.

Introduction.

PART I International Joint Ventures, Fourth Edition.

CHAPTER 1 The International Joint Venture.

CHAPTER 2 Comparing the Different Joint Venture Forms.

CHAPTER 3 Negotiations, Price, and Capital Structure.

CHAPTER 4 Documentation.

CHAPTER 5 Letter of Intent and Joint Venture Agreement.

CHAPTER 6 Basic Clauses in a Joint Venture Agreement.

CHAPTER 7 Basic Clauses (1–20).

CHAPTER 8 Basic Clauses (21–50).

CHAPTER 9 The Shareholders’ Agreement.

CHAPTER 10 Managing the Joint Venture and Avoiding Squeeze-Out Maneuvers.

CHAPTER 11 Legal, Financial, and Commercial Due Diligence Procedures.

CHAPTER 12 Dispute Resolution and Termination.

CHAPTER 13 The Closing Process.

PART II Special Problems of International Joint Ventures with Multiple Forms.

CHAPTER 15 The Deadlock Company.

CHAPTER 16 Restrictions on the Transfer of Shares.

CHAPTER 17 Directors and International Joint Ventures: From Independents to Nominees to Puppets.

CHAPTER 18 The Minority Shareholder and International Joint Ventures.

CHAPTER 19 Drafting Suggestions: Expanding Adversary Rights for the Minority Shareholder.

CHAPTER 20 Valuation of Minority Shares in a Closely Held Corporation 495

PART III Appendices.

APPENDIX I International Joint Venture Agreement Close Corporation Incorporation by Reference of Shareholders’ Agreement.

APPENDIX II Specimen Clauses in a Shareholders’ Agreement with Comments.

Bibliography.

Index.
Dr. Ronald Charles Wolf is a native of New York City, possessing a B.A. (NYU), Juris Dr. (NYU), and M.Phil in law and sociology. (U. of Manchester, UK). After many years of commercial law practice in New York City and then in the State of Vermont, in 1968 he came to Lisbon, Portugal, from Montpelier, Vermont, with his wife Marilyn, of Boston, Mass., and their family. From his international specialization, in addition to his recent treatise on shareholders´ agreements, Dr. Wolf has written several law books on mergers, acquisitions & international joint ventures:

(1) “The Complete Guide to International Joint Ventures With Sample Clauses and Contracts” (3rd Edition, Kluwer Law International, The Hague, London and Boston, 2011)

(2) “Effective International Joint Venture Management: Practical Legal Insights for Successful Organization and Implementation M.E. Sharpe, New York, 2000, pages 476.

(3) “A Guide to International Joint Ventures” (2d Edition, Kluwer Law International, The Hague, London and Boston, January, 1999), a substantíally expanded version of a popular 1st. edition.

(4) “A Guide to International Joint Ventures” (Kluwer Law International, The Hague, London and Boston, 1995), a comprehensive survey of the legal techniques, clouses and documents for forming an international joint venture.

(5) “Corporate Acquisitions and Mergers in Portugal” (July 1993, Graham and Trotman, Ltd., London).

In parallel, Dr. Wolf has maintained throughout his professional life a strong academic interest in the sociological aspects of law. In June, 2001, the U. of Manchester conferred upon him the degree of M. Phil. for his thesis on “The New Law Merchant and International Arbitration: Western Law and Social Order in Transition.” There was published in 2004 by Ashgate Publishing Ltd., Aldershot, England, the title “Trade, Aid, and Arbitrate: The Globalization of Western Law.” Dr. Wolf is a member of the American Bar Association and and is also admitted to practice before the US Court of International Trade, NY Supreme Court, Vermont State Supreme Court and all US Federal Courts. Dr. Wolf is not a member of the Portuguese bar and does not represent clients in the Portuguese courts. Dr. Wolf is an international legal consultant with substantial expertise in civil and common law legal systems. While Dr. Ronald Charles Wolf has extensive experience in international commercial and private law, on all matters where Portuguese law is relevant, Dr. Ronald Charles Wolf always collaborates and requires the assistance of Portuguese counsel to ensure the client is adequately counselled. The typical client of Dr. Wolf is one whose legal issues involve more than one jurisdiction, e.g. USA or UK and Portugal, requiring counsel to be able to interpret the combined effect of two legal systems upon the rights of the client. In these circumstances the assistance of a lawyer trained in the common law and the collaboration of Portuguese counsel constitute an indispensable legal team able to render intelligent, satisfying solutions to the complex problems created by citizens living in, or with assets in, various jurisdictions.

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