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Joint Ventures in English and German Law
By
Eva Micheler, Dan Prentice
Description
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 Mäger and Alison Byrne
V. Termination of the Joint Venture by
George Goulding, Dr Hans-Jürgenn 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.
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