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Joint Ventures: Membership, Types And Termination

August 6, 2020March 10, 2018 by admin

MEMBERSHIP

In a preceding article,' the origin, nature and development of joint ventures, and the distinctions and differences the courts have made between these associations and partnerships were discussed. In the present article, members of joint ventures, their rights and duties, usual types and termination of the venture will be examined.

An important aspect of membership in a joint venture is that, according to the decisions, the same rules as to contractual capacity which govern other simple contracts also apply to those by which joint ventures are created. Without a contract, there can be no joint venture as between the participants:

The sine qua non of the relationship is a contract, whether it be express or implied. As a legal concept, a joint adventure is not a status created or imposed by law, but is a relationship voluntarily assumed and arising wholly ex contract.

The joint venture contract does not need to be either formal or express but there must be a consensus ad idem. In...

Effects of Mergers On Non-Assignable Agreements

August 6, 2020March 10, 2018 by admin

In 1991, the federal district court for the Northern District of California ruled in SQL Solutions Inc. v. Oracle Corp.1 that the acquisition of a company pursuant to a reverse triangular merger (RTM) constituted a breach of a non-assignable agreement under which the company licensed certain software. No subsequent reported cases reached a similar conclusion in the context of an RTM (in which the target company survives the merger as the buyer’s subsidiary), leading many M&A and IP practitioners to view SQL Solutions as an outlier. However, the Delaware Chancery Court’s recent denial of a motion to dismiss in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH2 casts new doubt on whether M&A lawyers can rely on an RTM acquisition structure to avoid violating prohibitions on assignment contained in the target company’s contracts

Business Ethics and Social Responsibility

August 6, 2020March 10, 2018 by admin

Ethisphere Links Ethics to Profits

Ethisphere magazine ( www.ethisphere.com ) is published by the Ethisphere Institute to illuminate the correlation between ethics and profits. Their mission is to “help corporate executives guide their enterprises toward gaining market share and creating sustainable competitive advantage through better business practices and corporate citizenship.” Business has found that good ethics doesn’t happen automatically. Employees need a shared vision that results in all employees abiding by the company’s code of ethics and policies on business conduct. The editors and writers for the magazine attempt to determine absolute behaviors that can be utilized to differentiate one organization from another. For example, Ethisphere has developed a methodology to examine companies’ codes of ethics and provide a grade for how the business compares with others. Issues relate to how the code itself is written, what it contains, what it omits, and how it is communicated.

Negotiating Investment Banking Engagement Letters:

August 6, 2020March 10, 2018 by admin

I. INTRODUCTION.

One of the first steps most companies will take in connection with a potential capital raising or merger and acquisition transaction, or in connection with their consideration of a financial restructuringor their strategic alternatives generally, is the engagement of an investment banking firm. Too often, however, this important first step in a company’s exploration of strategic or financial alternatives is viewed as a perfunctory exercise involving the execution of a largely standard form prescribed by the investment banking firm to which changes are rarely made. In fact, the failure to carefully review and tailor an investment banking engagement letter to the particular situation facing, and the specific goals of, the client company presents significant risks not only to the client company but also to the investment banking firm notwithstanding their carefully proscribed standard form. As this paper will illustrate, the failure to devote an adequate amount of time and energy upfront in negotiating and drafting specifically tailored...

The ABCs of Petroleum Contracts: License-Concession Agreements, Joint Ventures, and Production-Sharing Agreements

August 6, 2020March 10, 2018 by admin

It is in the interest of natural resource–rich countries to use their resources to obtain funds for social and economic development. To do so, many governments enter into contracts with foreign companies to develop and sell their oil or gas. Negotiating the right contract is vital to a government’s efforts to reap the benefits of its natural resources.

This chapter will focus on the different types of contracts that are standard in the industry while also addressing the important public interest concerns that are too often neglected in contract negotiations. By reporting on these issues, the media can help inform public debate about what kind of contracts are best for their country.

Governments have three options to develop their natural resources: They can create state companies for exploration, development, and production, as in Saudi Arabia, Mexico, Venezuela, Iran, and Oman. They can invite private investors to develop the natural resources, as in the United States, United Kingdom, Russia, and Canada.

UCC Breach of Warranty and Contract Claims: Clarifying the Distinction

August 6, 2020March 10, 2018 by admin

I. INTRODUCTION

This Article addresses the distinction between breach of warranty and breach of contract claims arising under Article 2 of the Uniform Commercial Code (UCC). The idea to examine this distinction arose following a telephone conversation with a law professor who was preparing to teach an Article 2 Sale of Goods course for the first time. During our conversation, the professor described what she characterized as a humbling experience. A speaker at a trade association meeting nonchalantly stated: drives the acquirer’s choice between public and private targets? (2) Do acquisitions of private targets elicit a more positive stock market reaction than acquisitions of public targets, which, on average, destroy value for acquirers’ shareholders (Andrade, Mitchell, and Stafford, 2001)? (3) Do acquirers gain when their selection of a public or private target fits the theory?

Acquisitions Of Private Vs. Public Firms: Private Information, Target Selection, And Acquirer Returns

August 6, 2020March 10, 2018 by admin

INTRODUCTION

The volume of acquisitions involving privately held targets far surpasses that of publicly traded firms. Based on the SDC database, we find that between 60 and 75 percent of the firms acquired in the United States between 2000 and 2004 were privately held. Other studies find similar results across longer time periods and countries (Moeller, Schlingemann, and Stulz, 2004; Faccio, McConnell, and Stolin, 2006). Yet, despite some notable exceptions (Graebner and Eisenhardt, 2004; Graebner, 2004; Reuer and Ragozzino, 2007), acquisitions of private firms remain largely unexplored. Most existing studies of mergers and acquisitions (M&A) performance have focused on acquisitions of public targets by public acquirers (Chatterjee, 1986; Singh and Montgomery, 1987; Lubatkin, 1987; Seth, 1990).

Eliminating Potential Competition: Mergers Involving Constraining And Prospective Competitors

August 6, 2020March 10, 2018 by admin

I. Introduction

The importance of potential competition as a constraint on market power has been recognized in the industrial organization literature at least since work by Bain. Subsequent economic theory has formalized the relationship between firms not currently producing in an industry and market performance, and considerable empirical evidence confirms the role of such firms. Indeed, current U.S. merger policy has elevated entry conditions to co-equal status with concentration among incumbent firms as factors determining competitive effects and likely policy: A merger or acquisition between firms in a concentrated market may well be permitted if the prospects for entry into the industry can be shown to be timely, likely, and sufficient to restore the pre-merger degree of competition.

Power Train Set-Up Guide

August 6, 2020March 10, 2018 by admin

Having a little information at the beginning of your street rod project can make setting up power train angles one of the simplest steps in the building process. Not having, or ignoring this information can turn your dream car into a nightmare.

Here is what you need to know. The centerline of the crankshaft and transmission output shaft must be parallel to the centerline of the pinion shaft as shown in Figure 1. You will note that there is some distance between these parallel lines. The distance is caused by the angle of the components and their distance apart.

Power Train Setup

August 6, 2020March 10, 2018 by admin

Anyone who has ever bolted a modified part on a car knows that some surprises can be expected. Most of these parts changes and upgrades fit, do exactly what is expected and perform beautifully. The surprises often show up somewhere else for no apparent reason. Read on for some surprising results of two popular modifications: trailing arm and rear-end gear ratio changes. Trailing arms are changed in the Impala family of cars to move the axle aft, centering the rear wheels in the wheel well. As you move the axle after you are pulling the transmission yoke out of the transmission by an equal distance. When the project is finished and you drive your car there will be no indication of any problem…for a while. Eventually the transmission tail shaft bushing will wear and become the cause of a transmission overhaul. Here is how this will creep up on you.

This Article Is About Drive Shafts And What They Can Do To And For Your Car.

August 6, 2020March 10, 2018 by admin

Trailing arms are changed in the Impala family of cars to move the axle aft, centering the rear wheels in the wheel well. As you move the axle aft you are pulling the transmission yoke out of the transmission by an equal distance. When the project is finished and you drive your car there will be no indication of any problem…for a while. Eventually the transmission tail shaft bushing will wear and become the cause of a transmission overhaul. Here is how this will creep up on you.

Moving Management: Theorizing Struggles against the Hegemony of Management

August 6, 2020March 10, 2018 by admin

Abstract

How do groups resist the apparently all encompassing discourse of management? Rejecting current theories of resistance as ‘re-appropriation’ or ‘micro-politics’, we argue that resistance may be thought about as hegemonic struggle which are undertaken by social movements. We identify four major resistance movements that engage with management: unions, organizational misbehaviour, civic movements, and civic movement organizations. We argue that these forms of resistance differ in terms of location (civil society or workplace) and strategy (political or infra-political). We chart out the possible interconnections between these different modes of resistance and detail how these interconnections are established. By doing this, the paper provides a framework for understanding the many forms of resistance movements that seek to disrupt the hegemonic discourse of management.

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