Unlocking International Joint Ventures : Keys to Formation Success Through Cultural, Commercial, and Legal Decision-Making / Alan MacCharles and Mark Schaub.

Format:

Book

Author/Creator:

MacCharles, Alan, author.

Schaub, Mark, author.

Language:

English

Subjects (All):

Joint ventures.

International business enterprises--Law and legislation.

International business enterprises.

Strategic alliances (Business).

Physical Description:

1 online resource (417 pages)

Edition:

First edition.

Place of Publication:

Hoboken, New Jersey : John Wiley & Sons, Inc., [2025]

Summary:

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, 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.

Contents:

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.

Notes:

Description based on publisher supplied metadata and other sources.

Description based on print version record.

Includes bibliographical references and index.

ISBN:

9781394268412

1394268416

9781394268429

1394268424

OCLC:

1468064172