DOCSLIB.ORG

Drafting of Joint Venture Agreements Kiran M

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Drafting of Joint Venture Agreements Kiran M drafting of joint venture agreements kiran m. chitale disclaimers: 1. contents of this presentation reflect my personal views. 2. any intellectual property referred here is owned by respective owners 1 back to basics • what is joint venture? • types of joint venture • why jv ? 2 why jv ? • co-branding of • combining each enterprises others strengths • technology • better financials • sharing risks in • best practices and business experience • larger market share • regulatory reasons • eliminating like sectoral caps competition 3 key considerations maintain highest transparency if you want one, ask for two voice your expectations and concerns be honest – concede to others’ views reason for a jv have a summary of key issues assess “give and take” identify the single contact point to represent make a list of critical dates 4 jv process swot-analysis of the partners identification of area of business finding a suitable partner defining the purpose for the jv conducting initial discussions feasibility study and market survey preparing a draft business plan drafting mou 5 …jv process defining a schedule of action points drafting of joint venture agreement (jva) drafting of other related agreements/ documents initiate process for jvc incorporation nominating directors on the board drafting of memorandum and articles and other documents 6 mou/ term sheet introduction of the parties confidentiality objective of joint venture products and services to be offered by jvc basic terms of joint venture modes of funding, management personnel technology project profile obligations of parties validity period and binding clauses 7 jva contents, preamble definitions business purpose of jvc related agreements sales and distribution activities conditions and closing of subscription form and capital structure of jvc name of the jvc, brand and logo board of directors and their powers management of the jvc shareholders’ meetings 8 …jva accounts, audit and dividend distribution transfer of shares - restrictions exclusivity and non-competition conditions deadlock and its resolution intellectual property rights representations and warranties confidentiality termination and dissolution arbitration and applicable law force majeure notices and miscellaneous annexures 9 board/ shareholder issues composition dividend independent directors restrictions on transfer ceo, cfo, technical meetings director quorum voting rights frequency veto right location casting vote to matters for discussion Chairman % shareholding affirmative vote jva - vis-à-vis – articles nominee/ independent director 10 funding business plan – not be annexed to JVA Annual operating plan funding structure guarantees/ letters of comfort foreign borrowings tie ups with local banks for loans consequences of funding defaults by JV partner 11 technology technical collaboration agreement technical fees technical training and assistance transfer vs. licensing intellectual property rights future developments technology to be developed by the JVC use of partners’ brands/ logos trademark license agreement 12 governance issues information rights accounting standards, International accounting audit insurance and risk management health and safety ethical business practices management information/ reports employee stock options data privacy anti-bribery applicable laws 13 governing law/ dispute resolution choice of law interim relief and appeal provisions court/ dispute resolution arbitration rules: UNCITRAL/ ICC/ London/ Singapore language of arbitration venue of arbitration costs of arbitration nomination by parties 14 other issues • key definitions (products, services, customer, market) • non-compete (business, products, territory, right to refuse, NOC, existing ventures) • exclusivity (definition, what you want) • non-solicit (employees, management staff, period) • transfer (lock -in, affiliates/ competitors, valuation, FEMA and other laws, put and call options, drag along and tag along rights for sale of shares) • ipo (timing, size, stake, valuation) • valuation (methods) • merger/ acquisition (either party by a third party) • other factors (success vs. failure of joint venture) 15 recent news item… Source : The Hindu 16 recent news item… Source : Economic Times 17 recent news item… Source : Economic Times 18 failed jv Source : International Business Times 19 some jv examples company/ jv partners product/ brand industry Vistara Airlines Tata Sons Singapore Aerospace Airlines Bharati Axa Bharati Entp Axa, France General General insurance Insurance Tata Starbucks Tata Global Starbucks, USA Coffee Beverages (Tata Sons) Mahindra Mahindra & Renault SA, Automobile Renault Mahindra France Mahindra Agri Mahindra & Sumitomo Crop care Solutions Mahindra Corporation, Japan 20 examples of failed auto jvs venture models reason for break-up Hero-BMW F650 Poor consumer response Fiero, Max 100, Suzuki-TVS Ownership issues Shogun, Shaolin Yamaha- RD 350, RX 100 Falling demand Escorts RX 135, Kinetic-Honda Zoom, DX, Marvel Kinetic buys partner’s stake Kinetic- Aquila, Comet Steep pricing Hyosung LML-Piaggio Vespa 150 NV LML bought partner’s stake Source : Business Standard 21 your role… takeaways… questions …?? experience sharing… 22 usual questions why mou/ is mou mandatory? do we need to register jva ? jva vs. articles of association which laws apply to jva? who decides % share in equity? is it mandatory to form a jvc ? can jv be formed between firms/ llp ? do we need to pay stamp duty on jva? who can sign the jva ? 23 Thank you for your patience !! 24.
Load more

Recommended publications
  • Challenges in Creating and Managing an Indo-International Joint Venture Brand
    Feature By Saurabh Uboweja Challenges in creating and managing an Indo-international joint venture brand a genuine impact on the market, it must survive and thrive for a When assessing future partnerships, it is worth minimum of five to seven years. Such short-lived JVs serve to erode considering some the biggest and most popular joint confidence and trust in the success of future JVs with the same or ventures between Indian and international brands, other partners. and the challenges that they have encountered The main reasons for this trend include trust and transparency issues, differences over the JV’s future course of action and management control, and unstable economic or regulatory environments. Interestingly, trust and transparency or decisions on the JV’s future can be managed if the JV defines its brand values and India is one of the largest and fastest-growing consumer and vision upfront. It is important to build a team that believes in the JV industrial markets in the world, so it is only natural that brand from the word go. It is equally important for the JV to stick to multinationals are interested in grabbing a piece of this pie as their its brand definition in times of adversity, in order to see it through. existing markets become saturated. Equally, Indian companies However, this is easier said than done, as the focus in a JV is usually want international capabilities and to consolidate their brand on business synergies as opposed to brand synergies. Branding is presence in their own country – something which could take years an emotional subject, whereas business is a practical one.
    [Show full text]
  • Swift E-Bulletin Edition 22/20-21 Week – December 14Th to December 18Th
    Swift e-Bulletin Edition 22/20-21 Week – December 14th to December 18th Quote for the week: "Things work out best for those who make the best of how things work out." - John Wooden Introduction We welcome you to our weekly newsletter! The ‘Swift e-Bulletin’ - weekly newsletter, covers all regulatory updates and critical judgements passed during the week. We hope that you liked our previous editions and found it to be of great value in its content. We want this newsletter to be valuable for you so, please share your feedback and suggestions to help us improve. In the wake of COVID-19, we all are witnessing many relaxations, exemptions and amendments to the various legislations by regulatory authorities to ease out the operations during this time of crisis. Further, various regulatory authorities have been proactive in bringing significant regulatory changes in recent challenging times. This week’s newsletter covers various Circulars/notifications issued by certain regulatory authorities such as, the Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”) and the Reserve Bank of India (“RBI”), and critical judgements and orders passed by the National Company Law Tribunal (“NCLT”), SEBI, Supreme Court and High Court. We have prepared a comprehensive summary for quick reference of the aforesaid updates and Judgements / orders issued during the week of December 14, 2020 to December 18, 2020. Thank you, Swift Team 1 Table of Contents REGULATORY UPDATES ........................................................................................................ 3 MCA UPDATES ....................................................................................................................... 3 1. MCA amends the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 vide Gazette Notification dated December 17, 2020 ............................
    [Show full text]
  • Vistara Soars Toward Expansion New Flight-Planning Technology Enhances Safety, Cuts Costs
    MOBILITY ENGINEERINGTM AUTOMOTIVE, AEROSPACE, OFF-HIGHWAY A quarterly publication of and Vistara soars toward expansion New flight-planning technology enhances safety, cuts costs Base-engine value engineering Deriving optimum efficiency, performance Autos & The Internet of Things How the IoT is disrupting the auto industry Software’s expanding role Escalating software volumes shifting design, systems integration Volume 3, Issue 2 June 2016 ME Molex Ad 0616.qxp_Mobility FP 4/28/16 5:00 PM Page 1 Support Tomorrow’s Speeds with Proven Connectivity Simply Solved In Automotive, consumer demand is changing even faster than technology. When you collaborate with Molex, we can develop a complete solution that will support tomorrow’s data speeds, backed by proven performance. Together, we can simplify your design and manufacturing processes — while minimizing space and maximizing connectivity throughout the vehicle. www.molex.com/a/connectedvehicle/in CONTENTS Features 40 Base-engine value engineering 49 Agility training for cars for higher fuel efficiency and AUTOMOTIVE CHASSIS enhanced performance Chassis component suppliers refine vehicle dynamics at AUTOMOTIVE POWERTRAIN the high end and entry level with four-wheel steering and adaptive damping. Continuous improvement in existing engines can be efficiently achieved with a value engineering approach. The integration of product development with value 52 Evaluating thermal design of engineering ensures the achievement of specified targets construction vehicles in a systematic manner and within a defined timeframe. OFF-HIGHWAY SIMULATION CFD simulation is used to evaluate two critical areas that 43 Integrated system engineering address challenging thermal issues: electronic control units for valvetrain design and and hot-air recirculation. development of a high-speed diesel engine AUTOMOTIVE POWERTRAIN The lead time for engine development has reduced significantly with the advent of advanced simulation Cover techniques.
    [Show full text]
  • Tata Consumer Products
    Equity Research INDIA June 16, 2020 BSE Sensex: 33229 Tata Consumer Products ADD ICICI Securities Limited Maintain is the author and Annual Report Analysis Rs371 distributor of this report Story through key words = ‘The platform for better’, Regional, Digital transformation, Direct delivery to consumers and Change in consumer habits. Company Update We like TCPL’s strategy to (1) focus on regional launches to gain market shares as consumer preferences change in different states, (2) leverage Tata Sampann Consumer Staples & brand to launch food products such as nutrimixes/ chilla mix, poha, and pulses Discretionary based snacks and (3) invest in digital transformation from sourcing to distribution, (4) keep closer connect with consumers as the habits/ buying pattern Target price Rs415 are likely to change and (5) enable direct delivery of products through delivery providers and e-commerce partners. We stay believers; retain ADD rating with Earnings revision (%) FY21E FY22E SoTP based target price of Rs415. Sustained improvement in return ratios (EVA Revenues 0.0 0.0 positive) is integral for long-term value creation. EBITDA 0.0 0.0 ‘The platform for better’ strategy: The annual report speaks about ’The platform PAT ↓ 2.6 ↑ 2.1 for better’ strategy. The company wants to push boundaries in all business activities to improve product quality, productivity and contribution to the people and planet. Change in spotlight from National to Regional: TCPL came out with campaigns Shareholding pattern targeting each state separately in FY20. It changed the product packaging as well as Sep Dec Mar method of communication to connect with regional consumers. Key states targeted ‘19 ‘19 ‘20 Promoters 34.5 34.5 34.7 under this strategy were UP, Delhi, Punjab and Haryana.
    [Show full text]
  • Tata Global Beverages Limited
    .,.. TATA July 17, 2018 The Secretary BSE Ltd. The Secretary National Stock Exchange Corporate Relationship Calcutta Stock of India Ltd. Dept. 1st Floor, New Exchange Asscn. Ltd. Exchange Plaza.5th floor Plot Trading Wing Rotunda 7 Lyons Range No. C/1, G Block Sandra Kurla Building, PJ Towers Kolkata 700 001 Complex Sandra (E) Dalal Street Scrip Code- Mumbai 400 051 Mumbai 400 001 10000027 (Demat) Scrip Code - TATAGLOBAL Scrip Code- 500800 27 (Physical) Dear Sirs, Sub: Annual Report 2017-18 Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), 2015, we are attaching a copy of Annual Report for the Financial Year 2017-18. We request you to kindly take the above on record . Thanking You, Encl.: as above TATA GLOBAL BEVERAGES LIMITED Kirloskar Business Park Block-( 3rd & 4th Floor Hebbal Bengaluru-560 024 Tel 91-80·67171200 Fax 91-80 6717 1201 Registered Office 1 Bishop lefroy Road Kolkata 700 020 Corporate Identity Number (CIN) - L1 5491 W81962PLC03142S E-mail id - [email protected] Website addren - www.tataglobalbeverages.com Annual Report 2017-18 TATA TEA 1868, A SPECIALLY CURATED RANGE OF TEAS, TO CELEBRATE 150 YEARS OF TATA GROUP, DEBUTED AT WORLD ECONOMIC FORUM 2018, DAVOS MILESTONE MOMENTS TETLEY CELEBRATES 180 YEARS TATA STARBUCKS OPENS 100TH STORE IN INDIA HIMALAYAN SPARKLING ELEVATES THE FINE-DINE EXPERIENCE JAAGO RE 2.0 SUBMITS 1.8 MILLION PETITIONS TO HRD MINISTER ON WOMEN’S SAFETY AND SPORTS CULTURE Corporate Information BOARD OF DIRECTORS Committee for Special Projects N. Chandrasekaran (w.e.f. July 3, 2017) (Chairman) V. Leeladhar (Chairman) Mallika Srinivasan (Mrs.) Ranjana Kumar (Mrs.) V.
    [Show full text]
  • Travel Bubble Flights Q. to Which Destinations Does Vistara Operate
    FAQs - Travel Bubble Flights Q. To which destinations does Vistara operate on travel bubble flights from India? A. To know about the destinations we operate to, please refer to the Flight Schedule page on our website or through the GDS platform. Q. Can I book my ticket for onward travel from the point of destination? A. Vistara is offering only point to point travel. Q. How and where can I book my ticket for traveling from India on the travel bubble flights? A. New tickets can be booked via our website www.airvistara.com, through the travel agent or by calling our Customer Service Center on +91 9289228888. Q. I already have a Vistara ticket for the sector I wish to travel on. Can I use the same? A. For passengers with valid Vistara tickets (i.e ticket number starting with 228) for the sector of travel, an additional charge would be applicable. Please contact Vistara ticketing offices or the Customer Service Center +91 9289228888 for further details. Q. I am already holding a Visa for the destination country. Am I eligible to travel? A. For Vistara operated flights to Dubai from India, please note the following eligibility guidelines as on date: Only the following categories of passengers will be allowed entry to Dubai: • Holders of all types of visas i.e. Employment visa, Short/Long stay visa, visit visa, newly issued residency visa are permitted to travel to Dubai whether vaccinated or not vaccinated & do not require GDRFA or ICA Approval • Valid UAE resident visa holder • An exemption is also extended to following categories of passengers from the requirement of mandatory PCR test or GDRFA pre-approval prior traveling to Dubai, from all destinations: 1) The inbound passengers escorting a 1st degree UAE nationals’ relative.
    [Show full text]
  • 212 2020 31 1503 27229 Jud
    1 REPORTABLE IN THE SUPREME COURT OF INDIA CIVIL APPELLATE JURISDICTION CIVIL APPEAL NOs.440-441 0F 2020 TATA CONSULTANCY SERVICES LIMITED ¼ APPELLANT(S) VERSUS CYRUS INVESTMENTS PVT. LTD. AND ORS. ¼ RESPONDENT(S) WITH CIVIL APPEAL NOs.13-14 0F 2020 CIVIL APPEAL NOs.442-443 0F 2020 CIVIL APPEAL NOs.19-20 0F 2020 CIVIL APPEAL NOs.444-445 0F 2020 CIVIL APPEAL NOs.448-449 0F 2020 CIVIL APPEAL NOs.263-264 0F 2020 CIVIL APPEAL NO.1802 0F 2020 J U D G M E N T 1. Lis in the Appeals 1.1 Tata Sons (Private) Limited has come up with two appeals in Civil Appeal Nos.13-14 of 2020, challenging a final order dated 18-12-2019 passed by the National Company Law Appellate Tribunal (ªNCLATº for short) (i) holding as illegal, the proceedings of 2 the sixth meeting of the Board of Directors of TATA Sons Limited held on 24.10.2016 in so far as it relates to the removal of Shri Cyrus Pallonji Mistry (ªCPMº for short); (ii) restoring the position of CPM as the Executive Chairman of Tata Sons Limited and consequently as a Director of the Tata Companies for the rest of the tenure; (iii) declaring as illegal the appointment of someone else in the place of CPM as Executive Chairman; (iv) restraining Shri Ratan N. Tata (ªRNTº for short) and the nominees of Tata Trust from taking any decision in advance; (v) restraining the Company, its Board of Directors and Shareholders from exercising the power under Article 75 of the Articles of Association against the minority members except in exceptional circumstances and in the interest of the Company; and (vi) declaring as illegal, the decision of the Registrar of Companies for changing the status of Tata Sons Limited from being a public company into a private company.
    [Show full text]
  • The Tata Group and Starbucks Coffee Company Strengthen Global Partnership with Multiple New Commitments
    The Tata group and Starbucks Coffee Company Strengthen Global Partnership with Multiple New Commitments Starbucks Reserve® Tata Nullore Estates is the first single-origin coffee from India available to customers in the U.S., joint-venture extends the reach of Starbucks coffee and expands coffee roasting capabilities Partnership also unveils joint investment in the Tata STRIVE skills development program MUMBAI and SEATTLE; (June 27, 2016) – In a meeting at the iconic Starbucks Reserve® Roastery and Tasting Room in Seattle, Washington, chairman and chief executive officer of Starbucks Coffee Company (NASDAQ: SBUX), Howard Schultz, and chairman, Tata Sons Limited, Cyrus Mistry, announced multiple new joint initiatives last week which expand the existing Tata and Starbucks relationship and strengthen the companies’ commitment to developing the Tata-Starbucks brand and building a different kind of company in India. For the first time, Starbucks will offer a single-origin coffee from India in the U.S., giving customers from outside the country a unique opportunity to experience a rare, small-lot coffee from the Tata Nullore Estates located in the beautiful Coorg coffee growing area of India. Starbucks Reserve® Tata Nullore Estates will be the first coffee from India to be roasted at the Starbucks Reserve® Roastery and Tasting Room and will only be available at this Seattle location later this year. “These announcements build upon the incredible success and shared values between Starbucks and Tata in our partnership in India,” said Schultz. “We are humbled by the way in which customers in India have embraced Starbucks elevated coffeehouse experience, which now spans to more than 80 stores across six cities.
    [Show full text]
  • Conglomerates: the New Trend of Expansions
    Original Research Article http://doi.org/ 10.18231/j.jmra.2020.029 Conglomerates: The new trend of expansions Ashok Panigrahi1*, Parth Mansinghka2, Piyush Gupta3 1Associate Professor, 2,3Student, 1Dept. of Technology Management, 1,2SVKM's Narsee Monjee Institute of Management Studies, Shirpur, Maharashtra, India, 3Institute of Cost Accountants of India *Corresponding Author: Ashok Panigrahi Email: [email protected] Abstract The goal for making this paper on conglomerates is to introduce the rising trend of conglomerates in big companies. This paper shall introduce what might be the reasons for Conglomerates, and their increasing trends. What are the benefits that companies enjoy being a conglomerate and what might be the disadvantages for it too? Further, the conglomerates are classified in two types, which are also explained with examples. Then we have taken examples of many companies to explain details about conglomeration. At the end there is a case study on Facebook, about how it acquired some companies and what the effects on both companies actually were, in terms of growth and benefit. Keywords: Conglomerate, Market share, MNC, Facebook, Expansion, Diversification. Introduction and holds two companies (for example companies A and B), A Conglomerate company is generally a very large and a even if company A goes in loss, there is still a chance to MNC, which consists of multiple business entities or recover losses by making profits by the B company. companies itself, which might be acquired by the parent company or might be just a subsidiary of the parent company. Capturing maximum possible market share The companies don’t start as conglomerates, they are just This is done by some companies so as to boost the profits in standalone companies at the start, i.e.
    [Show full text]
  • Starbucks in India Pradeep Gopalakrishna, Pace University
    Starbucks in India Pradeep Gopalakrishna, Pace University Rajeshwari Victor, Chennai Business School David Fleischmann, Pace University This case was prepared by the authors and is intended to be used as a basis for class discussion. The views represented here are those of the authors and do not necessarily reflect the views of the Society for Case Research. The views are based on professional judgment. Copyright © 2015 by the Society for Case Research and the authors. No part of this work may be reproduced or used in any form or by any means without the written permission of the Society for Case Research. Introduction Howard Schultz looked over the financial data. Starbucks generally preferred a strategy of premium prices, using a menu and store layout somewhat modified for local tastes. This strategy had been working well in India. However, local and foreign specialty coffee retailers were proving increasingly formidable competitors. India’s larger cities were becoming saturated. Many competitors had now turned their attention to expanding into smaller cities. India was a large, but complex market, fragmented along age, geographic, income, and demographic lines. Continued success was not certain. It was not yet clear how Starbucks should best adapt. Starbucks’ History In 1971, English teacher Jerry Baldwin, history teacher Zev Siegel, and writer Gordon Bowker, opened the original Starbucks Coffee, Tea and Spice, in Pike Place Market in Seattle (Strickland, 1999). The store began by selling scoops of freshly roasted coffee beans. The founders named their store after Starbuck, a ship captain in Herman Melville’s Moby Dick novel who drank a lot of coffee.
    [Show full text]
  • Industrial Leaders of Maharashtra
    Industrial Leaders of Maharashtra. 1: Tata group : Tata Group is an Indian multinational conglomerate manufacturer of automobiles, airplanes and other products, headquartered in Mumbai, Mharashtra, India. Founded in 1868 by Jamshedji Tata , the company gained international recognition after purchasing several global companies. It is one of the biggest and oldest industrial groups in India. Each Tata company operates independently under the guidance and supervision of its own board of directors and shareholders. Significant Tata affiliates include Tata chemicals, Tata Communications, Tata Consultancy Services , Tata Consumer Products, Tata Elxsi, Tata Motots, Tata Power, Tata steel, Jamshedhpur FC, ,Tanishq , Voltas, Tata Project Limited, Tata capital, Titan, Trent , Indian Hotels Company Limited, TajAir, Vistara, Croma and Tata Starbucks. : History: • History: At the age of 28, Jamshedji Nusseranji Tata, worked in his father's company. In 1870 with Rs.21,000 capital, he founded a trading company. Further he bought a bankrupt oil mill at Chinchpokli and converted it into a cotton mill, under the name Alexandra Mill which he sold for a profit after 2 years. In 1874, he set up another cotton mill at Nagpur named Empress Mill. He dreamed of achieving 4 goals, setting up an iron and steel company, a unique hotel, a world-class learning institution and a hydro-electric plant. During his lifetime, in 1903, the Taj Mahal Hotel at Colaba waterfront was opened making it the first hotel with electricity in India. After Jamsetji's death, his older son Dorabji Tata became the chairman in 1904. Sir Dorabji established the Tata Iron and Steel company (TISCO), now known as Tata Steel in 1907.
    [Show full text]
  • A Case Study on Strategic Positioning of Vistara: Analysis and Forecasting Way Ahead
    IOSR Journal of Business and Management (IOSR-JBM) e-ISSN: 2278-487X, p-ISSN: 2319-7668. PP 01-11 www.iosrjournals.org A case study on strategic positioning of Vistara: Analysis and forecasting way ahead Mr. Kaushik Kumar Patel,PhD Scholar, B K School of management Gujarat University ABSTRACT: With Indian Airline industry vying for rejuvenation in terms of comprehensive inclusion of passengers, there exists strong need of full-service carrier in Indian aviation scenario in 2014. The poor show of Public sector air carrier Air India, record multimillion loss of low cost carrier Spice Jet and recent failure of premium service carrier KingFisher Airlines have demonstrated inefficiencies of operations. This calls for a better positioning of airline brand with long term strategy. This study focuses on strategic positioning of Vistara, a joint venture between Tata Sons Ltd and Singapore Airlines in light of aviation industry scenario in India in 2014 and suggesting optimum strategies for next 5 years. This case study tries to answer following problem questions Question 1: Briefly describe the trends in the Indian airline industry. Question 2: What is the business level strategy adopted by Vistara Airlines? Question 3: How can Vistara Airlines achieve competitiveness and what is its USP? Question 4: Identify the ways Vistara Airlines can sustain its competitiveness through the business level strategy that is adopted and suggest the new strategies for next 5 years I. INTRODUCTION The Indian civil aviation industry is on a high growth trajectory. India has a vision of becoming the third largest aviation market by 2020 and is expected to be the largest by 2030.
    [Show full text]