International business professionals use the term "modes of entry" to describe the different methods and approaches available to enter markets and conduct business in other countries. One mode of entry is the joint venture where two or more organizations join together in a cooperative effort to further their business goals. The joint venture is one of the most common and effective means of conducting business internationally.
The joint venture documents and agreements are critical to the success of the venture. The joint venture agreement forms the basis of the understanding between and among the parties. It is relied upon to ensure that all parties understand their roles, rights, responsibilities, and remedies in the conduct of the venture. Organizations enter into joint ventures in good faith but closely scrutinize the joint venture documents if anything goes awry.
The importance of the documents and the purpose of this course is to cover, step by step, the critical elements to consider and include in your joint venture agreements. The course is narrowly focused. Time is spent on what should be included in your agreements and why they should be included. Equity participation, for example, may or may not be as important as operational control. Technical participation in the venture may or may not be as important as the intellectual property rights that may result from the venture.
A key to developing your joint venture agreements is to determine your goals and objectives in advance and ensure that your interests are reflected in the agreement. In addition to identifying your key and critical elements and components, this course examines the advantages and disadvantages of each element as it relates to your overall purposes.
The program will be presented by a Course Director with extensive experience in international business and international contracting. The details are outlined in the Course Curriculum.
We look forward to your participation.
Course Curriculum
BUSINESS OBJECTIVES
- Traditional Modes of Entry
- Exporting
- Licensing
- Subsidiaries
- Contract Manufacturing
- Contract Assembly
- Contract Marketing
- Strategic Alliances
- Partnership Agreements
- Joint Venture
- Wholly-Owned Venture
- Why Venture Jointly?
- Sharing of Risks & Investment
- Manufacturing
- Marketing
- R & D
- Product Service
- What is a Joint Venture?
- New Entity or Contract?
- Cooperative Endeavors
- Strategic Alliances
- Multi-Party Ventures
- Why
- Who
- Interests
STRUCTURING THE VENTURE
- Key Business Factors
- Business Objectives
- Simplicity
- Liability Protection
- Exit & Termination
- Tax Planning
- International Risks
- Alternative Business Entities
- Corporation
- Partnership
- Limited Partnership
- Contractual
- Foreign Entities
- Funding Methods
- Partner Funding
- Contract Funding
- Partner Credit Support
- Contributions
- Control & Direction
- Role of Directors
- Officer Authority
- Employees
- Borrowed Personnel
- Partner Supervision
- Financial Controls
DRAFTING THE AGREEMENTS
- Negotiating the Joint Venture Agreement
- Necessity
- Letter of Intent
- Role of Partners
- Exclusivity Provisions
- Foreign vs. U.S. Law
- Exit Provisions
- Accounting & Currencies
- Corporate Documents
- U.S. or Foreign
- Certification of Incorporation
- Stockholders Agreements
- Partnership Agreements
- General
- Limited
- Constructive
- Funding Contracts
- Services by Venture
- Commitments to Venture
- Third Party Funding
- Drafting International Contracts
- Resolving Disputes
DEVELOPMENT & LICENSING OF TECHNOLOGY
- Existing Technology
- Licensing to the Venture
- Patents & trade secrets
- Know-how & trade secrets
- Other proprietary rights
- Royalties & fees
- Use & disclosure restrictions
- Existing Third Party Rights
- Developing New Technology
- Business & Technical Plans
- Ownership & Obligations
- Partners' interests
- Ventures' interests
- Employee interests
- Consultant's interests
- Third party claims
- Unique Technologies
- Technology Management
- Research & Development and Production Joint Ventures
- National Cooperative Research & Production Act
- Definition & Control
- Notice Procedures
- Manufacturing Production & Marketing Ventures
- Effects on Competition
- Effects on Other Markets
- Ancillary Restraints
- Recent Legislation
DOING BUSINESS IN FOREIGN COUNTRIES
- Privatization in Eastern Europe & the Former Soviet Union
- Investment in Third World Countries
- The North American Free Trade Agreement
- GATT/WTO
- Controlling Political Risk