Joint Venture Agreements Research Articles

From party to private property: Early battles over press ownership in post-wall Germany

This article provides a historical case study analysis of a press system in transition and the role of ownership therein. More specifically, the article looks at early battles over press ownership fought by West German publishing houses in socialist East Germany after the fall of the Berlin Wall. By means of early joint-venture agreements and financial investments, these publishers entered alliances with newspapers long before the latter were officially privatized by the Treuhandanstalt—a semi-public institution responsible for privatizing the entire economy of the German Democratic Republic (GDR). To make this point, the article first sketches some relevant theoretical concepts, then introduces the GDR press system, and finally shows how pre-emptive joint-venture deals became the key to privatizing an entire press system. By uncovering the underlying dynamics of media in transition, this article adds a historical current to the understanding of more recent transformations in media and communications.

Towards a more stable Construction Joint Venture agreement: individual rationality vs. fairness

Contractors’ decisions are individually rational and not always based on fairness that is needed in collaborative projects, such as Construction Joint Ventures (CJVs). This paper provides a comparative analysis between rational and fair-based sharing in CJVs risk management, along with the commonly used investment-based approach. The analysis is divided into two processes; (1) the contingency cost (CC) calculation process to generate the CCs based on the probabilities and impacts of the project’s different risk factors; and (2) the sharing process to allocate the payoff shares to the participating players using three different cooperative game theory (CGT) solution concepts, namely Kernel, Shapley value and τ-value. The analysis is carried out using two illustrative case studies drawn from the literature. The authors mathematically analyzed the stability of the coalition, and evaluated the results through a questionnaire survey held by construction practitioners to offer their perception on the proposed shares. The results show that fair-based approaches resulted in the most stable coalition formation compared to rational-based and investment-based shares. This shows the need to adopt fairness into the decision-making process of contractors in CJVs. Ultimately, this research shall help the decision-makers to craft agreements that stabilize collaborative construction projects.

Natural Resource Management: Legal and Governance Issues of Reko Diq Project

Balochistan Province of Pakistan is gifted with enormous reserves of minerals owing to its unique geological condition. One of the most important mineral resource projects is the Reko Diq mining project which is one of the largest projects of its kind globally. The Reko Diq mineral resource located in the mineral-rich Tethyan belt was discovered by the Geological Survey of Pakistan (GSP) from 1960 to 1970. The estimated reserves of Reko Diq comprise 12.3 million tons of copper and 20.9 million ounces of gold. However, the Reko Diq project became embroiled in legal disputes and controversy when the Balochistan government, represented by the Balochistan Development Authority, signed agreements with foreign investment companies for gold and copper exploration in the area of Reko Diq at Chagai. This research paper examines the establishment of the Chagai Hills Exploration Joint Venture Agreement (CHEJVA), analyzes the Supreme Court's decision on Pakistan regarding Maulana Abdul Haq Baloch's case against the government of Balochistan, and highlights the arbitration proceedings of the International Centre for Settlement of Investment Disputes. The research also concludes that an American mineral company Broken Hills Proprietary (BHP), took advantage of the unstable political situation in Balochistan under the caretaker government in 1993. The Balochistan Mineral Rules, 2002, were enacted to grant undue relaxations favoring foreign companies. These issues significantly impacted the validity of the Reko Diq agreement. Consequently, this case created an impression that foreign investments are not secure in Pakistan, necessitating actions to protect their interests. Moreover, the Reko Diq case had various economic impacts on Pakistan and hindered the development of the province and the country. This research paper recommends reforms in the legal framework of the mineral sector and advocates for advanced equipment in exploration to create employment opportunities. Additionally, establishing a domestic dispute resolution forum is proposed as a more favorable approach for settling such disputes, rather than resorting to international jurisdictions.

Aktualisasi Mekanisme Investor State Dispute Settlement (ISDS) Dalam Sengketa Joint Venture Investor Asing Dengan Pemerintah Di Indonesia

Foreign investment and business cooperation through joint ventures have emerged as key drivers of Indonesia's economic growth. The increasing influx of foreign investment into Indonesia has, in turn, given rise to disputes between foreign investors and the Indonesian government. Consequently, Indonesia has sought to introduce legal instruments for the resolution of foreign investment disputes. Based on this premise, the author aims to delve deeper into the actualization of the Investor-State Dispute Settlement (ISDS) mechanism in disputes involving foreign investors and the Indonesian government within joint ventures. The examination of the role of the ISDS mechanism in this context is crucial to ensure the protection of investor rights and the provision of legal certainty. The research methodology employed is normative-juridical, utilizing literature review as an approach. The results of this study reveal that investment disputes persist between foreign investors and the Indonesian government due to diverging interests, violations of joint venture agreements, particularly changes in legislation that tend to restrict or disadvantage foreign investors. Consequently, foreign investors often find themselves adversely affected by government policies.

The impacts of dynamic capabilities on SMEs' digital transformation process: The resource-based view perspective

Research background: SMEs' concern for the digital literacy of their workforce, their interest in increasing digital literacy among employees, and securing their digital platforms, have been major issues in their digital transformation process. To reduce those obstacles, the dynamic capabilities of SMEs included in the Resource-based View (RBV) might be an effective solution since they help companies be more competitive and proactive against the threats they face in the digitalization process. Purpose of the article: This research aims to investigate whether SMEs' dynamic capabilities positively contribute to their digital transformation process. Methods: In line with the proposed relationships, this paper analyzes SMEs from Czechia by running Ordinal Logistic Regression analyses. The research sample is created by stratified random sampling and purposive sampling methods. The research data is collected via telephone surveys. Findings & value added: This research does not find a positive relationship between the dynamic capabilities of SMEs and the digital transformation process. While the results related to digital literacy are negatively associated with digital transformation, no significant relationship exists between security actions and the digital transformation of SMEs. This paper extends the scope of RBV on the digital transformation of SMEs by analyzing various dynamic capabilities of SMEs that have not been included in a sole study. Moreover, the perceptions of SME executives are considered by this research to provide effective solutions for the problems they face in digital transformation. Having a joint venture agreement with well-experienced IT companies, having a network with partner firms, looking for funding opportunities in the EU, participating in some practical training, and providing internships for bachelor students might enable SMEs to hit their targets in digital transformation.

The Role of Legal Consultants Conducting Legal Due Diligence on Corporate Actions to Establish Joint Venture Legal Entities in the Matter of Foreign Investment (PMA)

Formation of a Joint Venture which can be said as a joint venture has its own uniqueness. This uniqueness can be found because there is involvement of foreign parties who invest in Indonesia either as individuals or foreign legal entities. This joint venture company was established in the form of a Limited Liability Company, which is subject to Law Number 40 of 2007 concerning Limited Liability Companies. Before forming a Joint Venture Company, the parties first make a joint venture agreement which forms the basis for establishing a joint venture company. In formulating a joint venture agreement, the parties are bound by the principles contained in contract law, both national and international, such as pacta sunt servanda, consensus, and freedom of contract, because the parties come from different countries. There are many parameters and benchmarks which must be a reference for legal consultants, especially in carrying out Legal Aspect Due Diligence and making Legal Opinions for these clients in order to minimize and find out what risks can legally impact the activities to be carried out by these clients.

Dubious Allocation of Liability in the ICC Model Joint Venture Contract

Construction joint ventures are amongst the most common instances of open joint ventures. In 2018, the International Chamber of Commerce (ICC) published a model open joint ventures contract for construction projects to provide businesses with a balanced form of the agreement, enabling them to work together as joint operators. While the model contract provides a well-structured framework to regulate the relationship between the parties, the authors of this article are of the opinion that the basis for liability among joint venture members in the ICC Model Contract is dubious, if not wholly fallacious. Although much of what we say on the issue of liability of joint venture members in this article can equally be applied to all types of open joint venture agreements, or even close joint venture contracts, our main focus in this article is to scrutinize and criticize the proposed liability clause in the ICC Model Contract.

Mitigating Institutional Distance Between IJV Partner Countries by Choosing a Governing Law

This study explores answers to the following questions: To what extent are the provisions in international joint venture agreements affected by the institutional distance between countries of partners? And how can IJV partners mitigate institutional distance? Using fine-grained data on 251 international joint venture contracts signed in between 2000 and 2016, we identified all contact provisions/clauses used in IJVs and classified them into three groups of clauses, namely (1) management & organization, (2) control, and (3) operation through factor analysis. We then linked the three groups to the multiple dimensions of institutional distance (i.e., cross-country differences in legal environment, the court, normative, and cultural-cognitive). Empirical results reveal that the control clauses are more frequently used when there is a greater degree of legal environment distance and court distance. However, the need to use the control clauses is mitigated by the choice of law clause choosing a governing law country that is different than the location of IJVs. Normative distance increases the frequency of operation and management & organization clauses. Finally, the use of management & organization and control clauses is increased when there is a greater degree of cognitive distance. These findings provide insightful implications to industry practitioners, extend the Transaction Cost Economics, and advance alliance governance literature as well as institutional theory.

Joint Ventures and Land Rentals in Tobacco: Limitations of Radical Land Reforms in a Neoliberal Economic Environment – the Case of Zvimba, Zimbabwe

Zimbabwe’s fast-track land reform programme has led to the adoption of new patterns of land use by its beneficiaries. Tobacco farming is a case in point. By virtue of the crop’s export viability and driven by changes in land tenure brought about by the reform, investors and resettled farmers are entering into a new generation of land leases and joint-venture agreements. To varying degrees, these agreements are attempts by resettled farmers to mobilise the working capital they need for farming and attempts by investors – mostly white former farmers who lost land to the land reform programme – to regain access to land in order to apply their capital and know-how to farming. The very emergence of these arrangements suggests that Zimbabwe’s land reform programme, although radical, was not backed up by a corresponding financial strategy. The growing control of investors over land through these arrangements is also suggestive of a land reform reversal. This article draws on evidence of joint ventures in tobacco farming in the Zvimba district of Mashonaland West to argue that what are presented on the ground and in the literature as joint ventures are best characterised instead as land rental arrangements with asymmetrical power relations that favour investors. Despite the existence of national policy frameworks aimed at attracting investment in agriculture, there is no legal basis for the regulation of these joint ventures. Through examining the limitations of land reform, this article argues that the lease agreements, widely presented as joint ventures, constitute a certain reversal of the transformation attempted by the land reform programme.

Political risk effects and entry mode strategies of multinational corporations (MNCS) in Nigeria

Research on the political risk and entry mode of multinational companies (MNCs) has been one of the major subjects of interest in international business terrain, and the political risk factor has constitute a major basis for explaining whether exporting, licensing, franchising, or joint venture agreement (JVA) and Foreign direct investment seems to be appropriate. As such, the study examined the effect of political risk as it affects the entry mode strategies of selected multinational corporations in Nigeria as the economy of most developing economies has been characterized as being exposed to political instability and risk. The research adopted the survey technique with inference to the expo facto method and adopted questionnaire as an instrument through content and test re-test appraisal before data were analyzed through the IBM Statistical Package for the Social Sciences. The results from the analysis indicated that franchising remains a viable option of multinationals in Nigeria and the second hypothesis indicated that licensing significantly reduces the risk exposure of multinational corporations as the licensor have lesser liability in an unstable political economy of the licensee. Based on these findings companies are recommended to adopt appropriate entry strategies in line with governmental policies and economic situation before entering foreign markets.
 JEL CODES: M1, M10

PENERAPAN JOINT VENTURE PADA PT. X

This research aims to find out the Application of Joint ventures in PT. X. This research uses qualitative methods that are qualitatively descriptive. For data sources selected purposive sampling with the criteria of mastering or understanding the application of a Joint Venture, the number of informants was as many as 3 people. Data collection techniques using non-participatory observation techniques, interviews, documentation studies, and triangulation. The results of the study showed that cooperation between capital owners was carried out both in terms of stock capital and also the formation of a board of directors and the composition of commissioners. The contractual/agreements used in this Joint Venture are the Joint Venture Agreement and articles of association. The advice in the implementation of this Joint Venture is that there needs to be a discussion from the board of directors or commissioners in order to achieve the goals well, and the need for more socialization for business activities that are being carried out, and socialization of work implementation to be in accordance with the regulations derived from either the Joint Venture Agreement or the Articles of Association.

Specifics of a joint venture agreement in the field of health care in terms of international and Russian financial reporting standards

In the context of the development of integration processes not only in the commercial, but also in the public sector of the economy, and, in particular, in the healthcare sector, the issues of applying IFRS for the public sector in the development of Russian accounting standards applied in the public sector are becoming increasingly important. The article examines the issues of the main differences arising in the preparation of an agreement on joint activities in the aspect of international and Russian financial reporting standards on the example of an agreement on joint activities in medicine, which is most relevant in the context of a global pandemic.

OIL PRODUCTION AND THE NIGERIAN ECONOMY: AN ANALYSIS OF THE CONTRACTUAL ARRANGEMENTS

This paper is an assessment of the crude oil contractual arrangement in Nigeria. Following the ambiguity and secrecy surrounding the contractual arrangement in Nigeria as well as the call by researchers to shift away from joint venture agreement to production sharing contract, the study employed monthly time series data for the period 2017 – 2020 to search if there is a need to move away as well as possibility of seasonality in crude oil production by contractual arrangement and to determine the relationship between oil price, oil revenue and the contractual arrangement based on crude oil production. The empirical results clearly show a uni-causal relationship between exchange rate and JV as well as oil price and JV. The study also showed evidence of causality between PSC and exchange rate, as well as PSC and Oil Price. Which signifies changes in exchange rate and oil price granger causes changes in crude oil production by PSC and JV. The study also revealed that there is seasonality in production in the month of July and August which may have resulted to higher gross oil revenue noticeable in the third quarter. The study also discovers the likelihood for production and revenue to be lower in the first half of the year and higher in the second half of the year cumulatively. The study recommends that rather than shifting away from JV to PSC, the federal government should continue with all the contractual arrangement since they have their individual peculiarities but concerted effort should be made to encourage indigenous contract arrangement as already springboard through the marginal field. Also, the government should pay close attention going forward on the seasonal patterns as such information can be used for planning as there is the likelihood of FAAC to be higher or lower within the period identified in the study.

Legal Response to Oil Pollution in the Maritime Environment: A Comparative Analysis of Nigeria, United Kingdom and the United States

This article undertakes a comparative analysis of the legal response to oil pollution in the maritime environment in Nigeria, the United Kingdom and the United States. Major oil spills in these three states are examined with the aim of highlighting how each state responded to the pollution. In Nigeria, oil spills that are examined include: Texaco’sFuniwa-5 oil well spill of 1980 and the Mobil Qua-Iboe oil spillage of 1998. As regards the United Kingdom, the Torrey Canyon incident and other spills are examined. For the United States, the Ixtoc 1 spill of 1979, the Exxon Valdez spill of 1989 and the Deepwater Horizon spill of 2010 are examined. These spills were often due to accidents and negligence during oil drilling and transportation. The United Kingdom and the United States had more robust legislation and policies that spelt out in advance how companies were to respond to oil spills. They also had effective mechanisms for the implementation and enforcement of the response to oil spills. This was the case even in situations, such as the Torrey Canyon incident, in which the oil spills was from a vessel transporting crude oil in the international waters. In Nigeria, legislation on oil spills were often outdated andin conflict with each other. They were also poorly implemented due to inter alia inadequate funds, lack of political will on the part of the government and the fact that the Nigerian government is in Joint Venture agreements with the Multinational oil companies.

FOREIGN INVESTMENT IN MONOPOLY PRACTICES IN THE MINING SECTOR

In Indonesia, Joint Venture is regulated in Law No. 25 of 2007 on Investment. Joint Venture itself is a form of alliance that emphasizes more on cooperation and its temporary nature. Before the occurrence of Joint Venture in the establishment of the company conducted a Joint Venture agreement, it contains the agreement of both parties. Law No. 5 of 1999 concerning Prohibition of Monopoly Practices and Unfair Business Competition regulates the prohibition of a company in carrying out its business activities, must not do 3 things, namely: make a prohibited agreement, become the dominant position, and conduct prohibited activities. On the contrary, Law No. 40 of 2007 on Limited Liability Companies and also Law No. 25 of 2007 on Investment does not regulate the matter. Therefore the company does it by joint venture. The company's growth in the mining sector is growing very rapidly. To attract investors, the government is expanding in the mining sector. Certainly in this case the practice of monopoly in a company is very likely to occur as mining sector companies increase. The research method used by the author is normative juridical, i.e. research whose reference material uses the norms contained in the laws and regulations. The results showed that companies have implications for monopoly practices, of course a company, especially the mining sector, should also consider the principle of fairness.

FOREIGN INVESTMENT IN MONOPOLY PRACTICES IN THE MINING SECTOR

<span class="fontstyle0">In Indonesia, Joint Venture is regulated in Law No. 25 of 2007 on<br />Investment. Joint Venture itself is a form of alliance that emphasizes more on cooperation and its temporary nature. Before the occurrence of Joint Venture in the establishment of the company conducted a Joint Venture agreement, it contains the agreement of both parties. Law No. 5 of 1999 concerning Prohibition of Monopoly Practices and Unfair Business Competition regulates the prohibition of a company in carrying out its business activities, must not do 3 things, namely: make a prohibited<br />agreement, become the dominant position, and conduct prohibited activities. On the contrary, Law No. 40 of 2007 on Limited Liability Companies and also Law No. 25 of 2007 on Investment does not regulate the matter. Therefore the company does it by joint venture. The company's growth in the mining sector is growing very rapidly. To attract investors, the government is expanding in the mining sector. Certainly in this case the practice of monopoly in a company is very likely to occur as mining sector companies increase. The research method used by the author is normative juridical, i.e. research whose reference material uses the norms contained in the laws and regulations. The results showed that companies have implications for monopoly practices, of course a company, especially the mining sector, should also consider the principle of fairness.</span>

PERKEMBANGAN JOINT VENTURE COMPANY DALAM PEMBANGUNAN INFRASTRUKTUR KETENAGALISTRIKAN

Through the 35,000 MW Electricity Program, the Government opens the role of the private sector to be able to build electricity projects where the private portion through Independent Electricity Producers is 26,981 MW, and the rest is part of PT PLN (Persero). Independent Power Producer ("IPP") is basically a private business entity which is mostly the result of cooperation between 2 (two) companies that form a special purpose company (Special Purpose Company) to build, operate, sell electricity to PLN, then hand over all assets to PLN in accordance with the time period specified in the Agreement. In the electricity sector, a joint venture company is a combination of a subsidiary company of PT PLN (Persero) or its affiliates whose share ownership is at least 51% with a business entity that has strategic value for PT PLN (Persero), which can be in the form of a local business entity or a foreign business entity. The development of electricity infrastructure is currently dominated by the Independent Power Producer (IPP) project where the company is a joint venture company formation. Until now, there is no positive law in Indonesia that regulates this joint venture agreement or shareholder agreement. In practice, there is no obligation for the joint venture to report or submit the joint venture agreement to the government agencies related to the establishment of the joint venture. Accordingly, if the joint venture agreement is not provided for in positive law, it is likely that the agreement will be used by the controlling shareholder to further restrict minority rights.

Joint Venture Agreements for Construction and Professional Services: Comparative Contractual Analysis and Guidelines

AbstractMany studies have investigated the issues related to performance, risks, success, collaboration, and other implications of joint venture (JV) arrangements. The goal of this paper is to inve...

Licensing as a Central Structure of Technology Transfer Agreements – Joint Venture and Franchising Agreements

Abstract R&D is one of the most important sources of knowledge and economic growth worldwide, and technology transfer is the principal means to access this knowledge. Nevertheless, market imperfections, externalities, and abusive behaviors have been used by some jurisdictions to justify the enactment of regulations on different contractual categories frequently used to implement this transfer of technology. According to the UNCTAD 2001 report, technology transfer agreements encompass an array of agreements differentiated by their subject matter. Such contracts cover, amongst other things, industrial property, know-how, and technology expertise.1 Most of the doctrine considers technology transfer agreements as an autonomous contractual category due to their standard features,2 such as their bilateral character, the reciprocal rights and obligations between the parties, and the presence of intellectual property rights.3 Thus, the agreements that belong to this category are often determined by the existence of intellectual property rights and know-how. These rights mainly protect useful knowledge that can be exploited in the market by its legal owner or the person who is authorized to do so. The exploitation of intangible assets is carried out using different sorts of contracts, frequently not regulated by law or other statutes and sometimes with a high degree of complexity, depending on the relevant technical matter and the parties’ activities. However, nowadays, despite the lack of specific regulation for most of these types of agreements, they are frequently used in the market and are indeed the licensing agreement that is most used and one of the few that are regulated in some jurisdictions.4 In the same sense, it is essential to highlight the presence of other contracts; for example, it is possible to find features of a trademark license, the sale of products, distribution, or even agency in a franchise agreement. This presence occasionally leads to difficulties in the construction of the parties’ will when there is silence or poor wording on the obligations to be performed. Concerning the construction of the contract, there are different forms that a technology transfer agreement may assume. In this regard, we must point out that the lack of legal classification5 means that it is necessary to use various sources, such as case law, arbitration awards, decisions of administrative bodies, and of course doctrine to carry out a complete analysis of these contracts. For the purpose of this study, a technology transfer agreement is to be considered as the transaction that allows a party to access a technology owned by the other party in exchange for consideration. This article’s main objective is to show how technology transfer occurs through licensing agreements in other complex contracts like joint ventures and franchising agreements. In order to illustrate this transfer of technology, we will throughout this article use statutes and case law of the European Union, the United States, and the Andean Community (CAN). The aim is to present, initially, the scope of the expression technology transfer; we will then examine how these three legal categories work, the relationship between these complex contracts and licensing, and finally, the importance of using the structure of licensing in joint ventures and franchising agreements adequately.

СТАНОВЛЕННЯ ТА ТЕНДЕНЦІЇ РОЗВИТКУ АВТОМОБІЛЕБУДІВНОЇ ПРОМИСЛОВОСТІ КИТАЮ

The engineering industry, including the automotive industry, belongs to the strategic branches of the country’s economy and to a large extent determines the level of development. The Chinese automobile industry dates back to 1953, and the first automobile factory, the First Automobile Works (FAW), was started in Beijing. Over the next few years, several more car factories were established in Nanjing, Khanhai, Jinan and Beijing. The requirements of funds, technologies and automotive modernization stimulated the attraction of external investment. A number of restrictive measures have been adopted to curb external competition, reduce car imports and attract innovative technologies, including high tariff and non-tariff barriers, screening, and restrictions on foreign capital, Limiting market share to foreign companies. When signing the joint-venture agreement, the Chinese side insisted on technology transfer and subordination to the Chinese leadership. Volkswagen first built a car factory in China. Today almost every progressive car company is represented in the Chinese car market, such as Mercedes-Bens, Ford, General Motors, Suzuki, Daihatsu, Honda, Subaru, Citreon, Toyota. Most of them have partnerships with one of China’s top three car manufacturers. American, European, and Japanese automakers see China as a promising market as demand for vehicles in the US and Europe shrinks. To the Chinese automobile market, the cars are made according to the requirements of the local consumer – conservative, with high-quality design, low and middle price segment. Since 2009, foreign automobile companies have accounted for 85% of the Chinese car market. About 60% of the cars sold in China are locally produced. However, China’s automobile industry is highly fragmented and mostly consists of small companies that produce a small range of components. Such production is labour-intensive with relatively low use of advanced technologies compared to car manufacturers in developed countries, often lacking economies of scale. Research expenditure accounts for a large part of the expenditure structure. Most companies produce low-tech parts with significant import presence.