Unlocking International Joint Ventures Keys to Formation Success Through Cultural, Commercial, and Legal Decision-Making
Comprehensive guide to forming successful international joint ventures. Written by Dr. Alan MacCharles, partner at Deloitte Consulting and Mark Schaub, senior partner at King & Wood Mallesons, the largest global law firm in Asia. Alan and Mark are both active commentators on joint venturing, geo...
| Autor principal: | |
|---|---|
| Otros Autores: | |
| Formato: | Libro electrónico |
| Idioma: | Inglés |
| Publicado: |
Newark :
John Wiley & Sons, Incorporated
2024.
|
| Edición: | 1st ed |
| Materias: | |
| Ver en Biblioteca Universitat Ramon Llull: | https://discovery.url.edu/permalink/34CSUC_URL/1im36ta/alma991009868035506719 |
Tabla de Contenidos:
- Cover
- Title Page
- Copyright Page
- Contents
- Preface
- List of Abbreviations
- Section I Why a Joint Venture?
- CHAPTER ONE Introduction Why International Joint Ventures Are So Popular. . . And So Hard
- 1.1 Marriage Analogy
- 1.2 Why Do Companies Form IJVs?
- 1.2.1 Reason 1: Legally Required
- 1.2.2 Reason 2: Practically Required
- 1.2.3 Reason 3: Business Imperative
- 1.2.4 Reason 4: De-risking an Entry
- 1.2.5 Reason 5: De-risking an Exit
- 1.2.6 Reason 6: IJV to Secure Your Supply Chain
- 1.3 International Joint Venture Failure Rates
- 1.4 Clothes Washing - Expect a Lot of Back and Forth
- 1.5 Trust
- 1.6 Improving the Chances of Success
- CHAPTER TWO The Washing Machine How The JV Formation Process Actually Works
- 2.1 Stage 1: Problem or Identified Opportunity
- 2.2 Stage 2: Possible Partners and Initial Approach
- 2.3 Stage 3: Negotiations
- 2.4 Stage 4: JVC Documentation
- 2.5 Stage 5: Approval
- CHAPTER THREE Create a Process: Be Quick, Be Involved and Be Pragmatic
- 3.1 Governance and Control
- 3.1.1 Control-Influence-Observe: Where to Put Key Points?
- 3.1.2 Finding the Right Chokehold
- 3.2 Six Levels of Governance
- 3.3 Process Alignment
- 3.3.1 How Does Process Alignment Happen?
- 3.4 IJV Formation Progression Checklist
- 3.5 Progression Checklist Question Rationale
- 3.6 Progression Checklist Summary
- 3.7 Conclusion
- CHAPTER FOUR Securing Internal Alignment: How To Avoid Damaging 'Own Goals'
- 4.1 Alignment
- 4.2 Eight Principle Framework
- Section II Preparing a JV
- CHAPTER FIVE Good Process Attributes: What Indicates A Negotiation Is Likely To Conclude Successfully?
- 5.1 Success Attribute 1: Parties Share a Compelling Proposition
- 5.2 Success Attribute 2: International Partner Leads the Project
- 5.3 Success Attribute 3: Disciplined and Efficient Process.
- 5.4 Success Attribute 4: Dedicated Project Management
- 5.5 Success Attribute 5: Shared Sunk Costs
- 5.6 Success Attribute 6: Shared Corporate Culture
- 5.7 Success Attribute 7: Be Aware
- 5.8 Success Attribute 8: Be Creative
- 5.9 Conclusion
- CHAPTER SIX Options: Small Town Versus Big Town Marriages (Or, It Makes Sense To Limit Partner Options)
- 6.1 Corporate Dating
- 6.2 Few Alternative Partners
- CHAPTER SEVEN Know Yourself and Your Proposed Partner
- 7.1 Knowing Yourself is as Important as Knowing Your Partner
- 7.2 Six Questions to Ask Yourself Before Embarking on a Partnership (Premarital Questions any Firm Should Be Asking Itself Before Tying the Knot)
- 7.2.1 Do We Have a Track Record of Conducting Business Overseas?
- 7.2.2 If It Is a Challenging Market with a Very Different Culture, Different Language and Different Legal System, Do We Have Experience in Such Markets?
- 7.2.3 Do We Have a Real Business Case for the IJV?
- 7.2.4 Can We Maintain Some Degree of Control over the IJV Beyond the IJV Contract (i.e. Access to Technology, as a Supplier)?
- 7.2.5 Do We Have the Right People to Send to Help Operate the IJV?
- 7.2.6 Do We Have the Right Team in HQ to Be Closely Involved in the Daily Operation of the IJV After Establishment?
- 7.3 Finding Your IJV Partner
- 7.4 What Does Your IJV Partner Want?
- 7.5 How to Build a Relationship with Your Partner
- 7.6 How Cross-Cultural Issues Impact IJV Partner Selection and Discussions
- 7.7 Communication Difficulties
- 7.8 How do Local Partners Prepare For Negotiations?
- 7.9 Understanding The Local Partner'S Decision-Making and Approval Process
- 7.10 Operational Constraints
- 7.11 Summary
- CHAPTER EIGHT Negotiation Team: How To Assemble A Winning Team And Select The Right Lead Negotiator
- 8.1 The Team Configuration
- 8.2 The Lead Negotiator
- 8.3 The Support Team.
- 8.4 Negotiation Teams in Action
- 8.4.1 Negotiations Occur During a Series of Meetings
- CHAPTER NINE Picking an Advisor
- 9.1 Which Advisors are Typically Involved?
- 9.2 The IJV Consultant
- 9.2.1 Overview
- 9.2.2 Providing a Strategic View
- 9.2.3 Partner Selection
- 9.2.4 Structuring and Negotiating
- 9.2.5 Alternatives to a Dedicated IJV Consultant
- 9.2.6 Summary of IJV Consultant
- 9.3 The IJV Lawyer
- 9.3.1 Overview
- 9.3.2 Evaluating Strategic Rationale/Establishing the Base Case
- 9.3.3 Drafting Contracts
- 9.3.4 Due Diligence
- 9.3.5 Specialist Legal Support
- 9.4 Choosing Your Advisors
- 9.5 How to Use Advisors
- 9.6 How to Measure Value
- Section III Negotiation and Aftermath
- CHAPTER TEN What are The Major Commercial Negotiation Points in an IJV?
- 10.1 Common Issues
- 10.2 IJV Scope, Partner Contributions and Exclusivity
- 10.3 Measure of Success
- 10.4 Equity Split, Control and Governance
- 10.5 Accounting Consolidation
- 10.6 Valuation and (Accounting) Goodwill
- 10.7 Entity Structure Design (Corporate Tree)
- 10.8 Dispute Mechanism and Exit Provisions
- 10.9 IP and Know-How, Including Its Transfer and Retaining Control Over It
- 10.10 Connected Transactions Between The IJV and Partners (i.e. Related Party Transactions)
- 10.11 Regulatory Issues
- 10.12 Governing Law and Enforcement
- 10.13 Conclusion
- CHAPTER ELEVEN The Joint Venture Contract: Negotiating An International Joint Venture Contract
- 11.1 Part 1: Why is the JVC Important?
- 11.2 Part 2: What is the Purpose of a JVC?
- 11.3 Part 3: Drafting the JVC
- 11.3.1 Drafting Approach
- 11.3.2 The Goldilocks Contract: Not too complicated
- not too simple
- 11.3.3 But Not Too Simple
- 11.3.4 Getting the Big Picture Stuff Right in the JVC
- 11.3.5 Business of the Proposed IJV
- 11.3.6 Mapping Out the Overall Transaction.
- 11.3.7 Importance of Realistic Expectations
- 11.4 Part 4: The Most Important Joint Venture Contract Clauses
- 11.4.1 Important Clauses
- 11.4.2 Responsibilities of the Parties
- 11.4.3 Technology and Brand
- 11.4.4 Corporate Governance
- 11.4.5 Management Organization
- 11.4.6 Non-Competition and Exclusivity
- 11.4.7 Termination
- 11.4.8 Dispute Resolution and Governing Laws
- 11.5 Part 5: Typical Challenges in Negotiating JVCs
- 11.5.1 Confusion
- 11.5.2 Too Difficult to Agree for Now
- CHAPTER TWELVE JV End Stages - Successful Exit, Manageable De-Coupling or Toxic Dispute
- 12.1 Section 1: Why do IJVs End?
- 12.1.1 Reason 1: Alignment Between Partners Has Shifted
- 12.1.2 Reason 2: Partner Feels It Has Achieved What It Needs
- 12.1.3 Reason 3: IJV Is Failing
- 12.1.4 Reason 4: IJV Has Fulfilled Its Purpose
- 12.1.5 The Cost of IJV Exit
- 12.1.6 How to Minimize Risk in an IJV
- 12.1.7 So How to Set Yourself Up for Success?
- 12.1.8 Attributes of Successful IJVs
- 12.1.9 Factor 1: Want Your Partner to Succeed, Too
- 12.1.10 Factor 2: A Partner that Made You Want to Swipe Right
- 12.1.11 Factor 3: A Partner with a Common Vision
- 12.1.12 Factor 4: Accurately Consider the Local Partner's Interests
- 12.1.13 Factor 5: Actually Implementing What Was Agreed from the Outset
- 12.1.14 Factor 6: Strong HQ Involvement and Boots on the Ground
- 12.1.15 Factor 7: Flexibility
- 12.1.16 Factor 8: Positive Economic Tailwinds and Luck
- 12.2 Section 2: Parting Ways
- 12.2.1 What Are the Options?
- 12.2.2 Working Out Where We Are
- 12.2.3 Assessing the Options
- 12.2.4 A Better Approach
- 12.3 Conclusion
- APPENDIX A Generic Business Plan Table of Contents
- APPENDIX B Task- and Partner-Related Criteria Across Studies
- APPENDIX C Illustrative Principles Developed Prior to First Negotiation Meeting.
- APPENDIX D Research Findings Summary
- References
- About the Authors
- Acknowledgments
- Index
- EULA.
