September 2015

International Joint Ventures Handbook

In pursuit of growth, today's business leaders are exploring a wider range strategic solutions, across the whole continuum from acquisitions to alliances and joint ventures.

According to a recent Baker & McKenzie survey of 350 CEOs, general counsel, and other C-suite officers, joint ventures are one of the leading types of transactions that companies plan to pursue in the next 12 months. A recent Boston Consulting Group study also reveals a growing interest in JVs and alliances.

The heightened interest in joint ventures may reflect a more cautious approach to expansion, but companies need to be aware of the challenges of these arrangements and the risks of close association with another organization.

The latest edition of Baker & McKenzie’s International Joint Ventures Handbook is designed to help lawyers and non-lawyers understand the breadth and depth of business and legal considerations associated with joint ventures and ways to navigate the joint venture journey, including:

  • An overview of different approaches to corporate alliances
  • Due diligence - risk and compatibility assessment
  • A look at joint venture structures, including ownership vehicles and management control options and director liability considerations
  • Exit and termination issues
  • Other considerations including tax, dispute resolution, methods for contributing assets, non-compete provisions, competition and antitrust laws, foreign ownership restrictions, employee transfer and secondment issues
  • Illustrative comparison summary table of equity joint venture vehicles, directors appointment, share capital, shareholders' and cash repatriation issues in various jurisdictions

The new handbook is organized primarily in checklist and questionnaire format to help the reader gather and assess key information impacting the various stages of joint venture planning. It is written primarily from the perspective of the foreign or “non-local” party entering into a new jurisdiction and focuses on equity joint ventures where the parties participate through equity in a joint venture vehicle for the purpose of conducting business together.

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