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The Practitioners' Treatise on International Joint Ventures by Ronald Charles Wolf

The Practitioners' Treatise on International Joint Ventures

By Ronald Charles Wolf


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This book is a welcome revision of the popular Guide to International Joint Ventures first published in 1995. Over the years it has been expanded and revised, and along with its change in name comes a thorough update, revision and addition to the contents.

Combining theory with practical experience, the author includes all the material from the original Guide series, and includes new chapters on the special problems of joint ventures.

Divided into two parts, Part 1 treats the basics of international joint ventures, including:

  • the nature of an international joint venture
  • different forms of an international joint venture
  • capitalization
  • essential documents
  • letter of intent
  • joint venture agreement
  • shareholders’ agreement
  • due diligence procedures
  • dispute resolution

New to this edition

In Part II you’ll find new material dealing with many of the special problems of joint ventures, including:

  • termination
  • deadlock company
  • directors and puppets
  • share transfer restrictions
  • minority shareholders
  • protection of minority rights
  • valuation of minority shares

Both Part I and Part II contain many basic clauses, as well as a wide variety of forms dependent on the subject treated.

The work includes a glossary and an extensive bibliography for researchers.

Practical help

These features will save you time, money, and other resources by giving you a starting point in drafting international joint venture documents, and by minimizing the likelihood that a key issue with potentially significant ramifications will be overlooked. You’ll also find guidance on possible future problems, and how to effectively anticipate these through proper drafting.

The author has practical experience of many decades as a practicing attorney with a common law training, but counseling in a civil law jurisdiction. With this experience in mind, he includes a list of relevant questions you should consider when being asked to counsel a joint venture.

Resources Table of Contents
Pages 624
Publish Date 04/20/2015
Publish Frequency As Needed
Product Line Kluwer Law International
ISBN 9789041158376
SKU 10058032-0001
Table of Contents




PART I International Joint Ventures, Fourth Edition

Chapter 1 The International Joint Venture

Chapter 2 Comparing the Different Joint Venture Forms

Chapter 3 Negotiations, Price, and Capital Structure

Chapter 4 Documentation

Chapter 5 Letter of Intent and Joint Venture Agreement

Chapter 6 Basic Clauses in a Joint Venture Agreement

Chapter 7 Basic Clauses (1–20)

Chapter 8 Basic Clauses (21–50)

Chapter 9 The Shareholders’ Agreement

Chapter 10 Managing the Joint Venture and Avoiding Squeeze-Out Maneuvers

Chapter 11 Legal, Financial, and Commercial Due Diligence Procedures

Chapter 12 Dispute Resolution and Termination

Chapter 13 The Closing Process

PART II Special Problems of International Joint Ventures with Multiple Forms

Chapter 15 The Deadlock Company

Chapter 16 Restrictions on the Transfer of Shares

Chapter 17 Directors and International Joint Ventures: From Independents to Nominees to Puppets

Chapter 18 The Minority Shareholder and International Joint Ventures

Chapter 19 Drafting Suggestions: Expanding Adversary Rights for the Minority Shareholder

Chapter 20 Valuation of Minority Shares in a Closely Held Corporation

PART III Appendices

APPENDIX I International Joint Venture Agreement Close Corporation Incorporation by Reference of Shareholders’ Agreement

APPENDIX II Specimen Clauses in a Shareholders’ Agreement with Comments