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, geopolitics and industry-specific topics who have been cited or published in the Financial Times, NY Times, BBC, Bloomberg, and other media outlets.
Unlocking International Joint Ventures is a complete guide to understanding and successfully executing this powerful and highly complex business formation, with detailed information on how international joint ventures work, how to successfully form them, and key contributory factors that lead to success or failure.
This book is backed by research and professional case studies to show how concepts relate to real-world deals. In this book, you'll find information on: - Similarities and differences of joint ventures compared to M&A, and why joint ventures are frequently significantly more complex - The complexity of international joint ventures in different countries, such as China, with its large, state-owned enterprise (SOE) system, language barriers, cultural distance, different legal system, geo-political tensions, and rapidly changing operating environment - Crucial laws, rules, and ways of doing business that affect international joint ventures across different industries and sectors - A full set of tools and templates (with examples), methodologies and best practices developed over decades of experience working across multiple international joint venture formations covering the entire formation process from partner identification, negotiation and joint venture agreement signing - Pointers as to how to select the right joint venture partner - In-depth discussion on key negotiation issues that recur in almost every international joint venture including accounting consolidation, legal entity structuring, governance solutions, exit provisions, the role of trust, etc. - Access to leading academic research distilled into actionable insights
Unlocking International Joint Ventures is an essential reference for executives, board members, consultants, and legal teams seeking to create successful deals by building on what's proven to work rather than trying to reinvent the wheel.
Table of Contents
Preface xi
List of Abbreviations xiii
Section I Why a Joint Venture? 1
Chapter 1 Introduction: Why International Joint Ventures Are So Popular. . . and So Hard 3
Chapter 2 The Washing Machine: How the Jv Formation Process Actually Works 31
Chapter 3 Create a Process: Be Quick, Be Involved and Be Pragmatic 65
Chapter 4 Securing Internal Alignment: How to Avoid Damaging ‘own Goals’ 105
Section II Preparing a Jv 125
Chapter 5 Good Process Attributes: What Indicates a Negotiation Is Likely to Conclude Successfully? 127
Chapter 6 Options: Small Town Versus Big Town Marriages (or, It Makes Sense to Limit Partner Options) 151
Chapter 7 Know Yourself and Your Proposed Partner 171
Chapter 8 Negotiation Team: How to Assemble a Winning Team and Select the Right Lead Negotiator 195
Chapter 9 Picking An Advisor 213
Section III Negotiation and Aftermath 243
Chapter 10 What Are the Major Commercial Negotiation Points in An Ijv? 245
Chapter 11 The Joint Venture Contract: Negotiating An International Joint Venture Contract 279
Chapter 12 Jv End Stages - Successful Exit, Manageable De-coupling Or Toxic Dispute 317
Appendix A Generic Business Plan Table of Contents 355
Appendix B Task- and Partner-related Criteria Across Studies 359
Appendix C Illustrative Principles Developed Prior to First Negotiation Meeting 363
Appendix D Research Findings Summary 367
References 371
About the Authors 377
Acknowledgments 379
Index 381
