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Vol 23 No 5 May/June 2018

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Cover of Drafting Commercial Agreements

Drafting Commercial Agreements

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Joint Ventures in English and German Law

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Edited by: Eva Micheler, Dan Prentice

ISBN13: 9781841131061
ISBN: 1841131067
Published: July 2000
Publisher: Hart Publishing
Country of Publication: UK
Format: Hardback
Price: £100.00

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This collection of essays 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 written by a team of leading German and English lawyers who are specialists in this field. The studies were presented at the 1999 Anglo-German Law Conference in Oxford, organized 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 the 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 should be useful to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It should also be of interest to legal academics concerned with European commercial or comparative law.

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Commercial Law
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.