Table of Contents

Some Comparisons Between Common Law and Civil Law GERHARD DANNEMANN 1. Negotiating Instruments 2. Drafting Agreements 3. Substantive Law Differences, Choice of Law Implications 4. Execution of Agreements 5. Going to the Courts Structuring the Joint Venture IAN HEWITT AND PROF DR GERHARD PICOT 1. Introduction 2. Types of Legal Structures for Joint Ventures 3. International Joint Ventures: Tax Issues 4. Negotiating and Forming the Joint Venture 5. Conclusions Protecting the Various Interests in the Joint Venture DAVID KERSHAW AND DR. WOLFGANG WITZ 1. Introduction 2. Board and Management Structures 3. Method of Appointment and Removal of Directors 4. Different Board Structures 5. Methods of Establishing Board and Management Structures 6. Position of Subsidiary Companies 7. Position of Management Below Board Level 8. Duties of Directors 9. Shareholder Decisions 10. Minority Rights 11. Enforcement of Minority Rights 12. Legal Rights of the Minority 13. Remedies Available 14. Expert Adjudication 15. Arbitration 16. Employee Protection 17. Abbreviations Joint Ventures Under EU and National Competition Laws JOCHEN BURRICHTER, ROD CARLTON, DR. THORSTEN MAEGER and ALISON BYRNE 1. Joint Ventures Under European Community Competition Laws 2. The Treatment of Joint Ventures Under the Merger Regulation 3. Case Analysis of Joint Ventures 4. Treatment of Joint Ventures Under Article 81 EC Treaty 5. German Competition Law 6. UK Competition Law Termination of the Joint Venture GEORGE GOULDING, DR HANS-JUERGEN HELLWIG, TIM BOXELL, and BONNIE COSTELLOE 1. Introduction 2. Formation of the Joint Venture 3. Termination by Change of Ownership 4. Termination by Dissolution 5. Doctrine of Qualified Factual Group Under German Law 6. Conclusion

About the Author

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

Reviews

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. -- Nga Pham * International Trade and Business Law Review, Volume 9, *
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. -- Nicholas Sinclair-Brown * Cambridge Law Journal *