Joint Ventures in English and German Law

(Hardback)

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This collection of essays 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 written by a team of leading German and English lawyers who are specialists in this field. The studies were presented at the 1999 Anglo-German Law Conference in Oxford, organized 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 the 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 should be useful to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It should also be of interest to legal academics concerned with European commercial or comparative law.

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 *

Author Bio

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