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Joint Ventures in English and German Law

Editat de Eva Micheler, Dan Prentice
en Limba Engleză Hardback – 21 iul 2000
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 andEnglish 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.ContentsI. Some Comparisons Between Common Law and Civil Law by Gerhard DannemannII. Structuring the Joing Venture by Ian Hewitt and Prof Dr Gerhard PicotIII. Protecting the Various Interests in the Joint Venture by David Kershaw and Dr Wolfgang WitzIV. Joint Ventures Under EU and National Competition Laws by Jochen Burrichter, Rod Carlton, Dr Thorsten Mäger and Alison ByrneV. Termination of the Joint Venture by George Goulding, Dr Hans-Jürgenn Hellwig, Tim Boxell and Bonnie Costelloe
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Specificații

ISBN-13: 9781841131061
ISBN-10: 1841131067
Pagini: 208
Dimensiuni: 156 x 234 x 16 mm
Greutate: 0.43 kg
Editura: Bloomsbury Publishing
Colecția Hart Publishing
Locul publicării:London, United Kingdom

Caracteristici

Business between England and Germany has flourished in recent years and looks set to continue to develop. This collection examines the legal framework of joint ventures between English and German companies, and is rich with practical insights.

Notă biografică

Dan Prentice is the Allen & Overy Professor of Corporate Law at the University of Oxford and a Fellow of Pembroke College.

Cuprins

Some Comparisons Between Common Law and Civil LawGERHARD DANNEMANN1. Negotiating Instruments2. Drafting Agreements3. Substantive Law Differences, Choice of Law Implications4. Execution of Agreements5. Going to the CourtsStructuring the Joint VentureIAN HEWITT AND PROF DR GERHARD PICOT1. Introduction2. Types of Legal Structures for Joint Ventures3. International Joint Ventures: Tax Issues4. Negotiating and Forming the Joint Venture5. ConclusionsProtecting the Various Interests in the Joint VentureDAVID KERSHAW AND DR. WOLFGANG WITZ1. Introduction2. Board and Management Structures3. Method of Appointment and Removal of Directors4. Different Board Structures5. Methods of Establishing Board and Management Structures6. Position of Subsidiary Companies7. Position of Management Below Board Level8. Duties of Directors9. Shareholder Decisions10. Minority Rights11. Enforcement of Minority Rights12. Legal Rights of the Minority13. Remedies Available14. Expert Adjudication15. Arbitration16. Employee Protection17. AbbreviationsJoint Ventures Under EU and National Competition LawsJOCHEN BURRICHTER, ROD CARLTON, DR. THORSTEN MÄGER and ALISON BYRNE1. Joint Ventures Under European Community Competition Laws2. The Treatment of Joint Ventures Under the Merger Regulation3. Case Analysis of Joint Ventures4. Treatment of Joint Ventures Under Article 81 EC Treaty5. German Competition Law6. UK Competition LawTermination of the Joint VentureGEORGE GOULDING, DR HANS-JÜRGEN HELLWIG, TIM BOXELL, and BONNIE COSTELLOE1. Introduction2. Formation of the Joint Venture3. Termination by Change of Ownership4. Termination by Dissolution5. Doctrine of Qualified Factual Group Under German Law6. Conclusion

Recenzii

This book is...highly recommended to practising lawyers and in-house counsel whose practice is in the area of Anglo-German business affairs. Academics and students with a legal interest in relation to EU, European commercial or comparative law should also find this book a useful resource for study and research. However, this book should not be limited to those with a legal background. It is also recommended to business academics and students who are in international businesses, particularly in England and Germany.
Written by specialists, including members of leading English and German law firms, the text provides a richly textured insight into the nature and operation of joint ventures underpinned by an informed commentary as to the distinctive considerations brought to bear under two highly developed systems of law. It is to be hoped that the forgoing gives an idea of the exhaustive range of issues covered by this book and will encourage it to be read. The editing has ensured that each section forms an integrated whole and one does not have to untangle the overlaps and gaps that often mar collections of conference papers. The flyleaf claims that the collection will be indispensable to practicing lawyers and of real interest top legal academics. This is a justified claim and one looks forward to the publication of the papers given at the second Anglo-German Law Conference which addressed Mergers.

Descriere

This collection examines and compares the legal framework of joint ventures between English and German companies.