Collaborations Across Borders Establishing international joint ventures Virtual Round Table Series Commercial Working Group 2018 Virtual Series | Collaborations Across Borders IR Virtual Series, issue #33. First published August 2018. irglobal.com | page 3 Collaborations Across Borders Establishing international joint ventures Joint ventures can be an efficient and A JV can take many different forms, include a variety of clauses designed to effective way to access new markets, from an informal contractual arrange- limit liability, such as defence, indemnifi- develop new products or explore new ment between two parties to an entirely cation and hold harmless provisions. industries. They can be operational in new entity formed by multiple partners Each type has its advantages and disad- nature, or passive if they are used to hold complete with equity stakes or share- vantages, depending on the goal of the intellectual property or licences. holder agreements. In between there are joint venture and the structuring priorities hybrid forms, such as the temporary joint Their effectiveness has been confirmed for each partner. In the following discus- venture or UTE popular in Spain, which is by research from Bain & Company sion our experts describe some of these used to win large government contracts which conducted a global survey of 253 differences in more detail, touching on such as infrastructure build projects. companies that have used joint ventures the reasons why certain vehicles are (JVs) to generate growth or optimise Having a formalised structure with a new used in particular jurisdictions and the their product mix. More than 80 per cent company can be a useful way to record way in which their use can affect the of those firms reported that the deals had value, hold capital and apportion liability apportionment of liability in case of met or exceeded their expectations. more accurately. It also makes it easier dispute. to assign a set of rules and regulations The study also found that the value of We have a special focus on tax, high- that all partners have to abide by. It may, the joint ventures in question grew, on lighting how the Trump Administration’s however, also expose the JV partners average, by 20 per cent per annum new corporation tax code has affected to multiple tax legislation, which can be - that's twice the typical rate for M&A JV structuring in the US and focusing on costly and complex to resolve. deals. the importance of transfer pricing legisla- An informal, contract-based structure tion and double taxation treaties. Why then do more companies not use might be better suited to partners who JVs on a regular basis? The answer is The feature draws on the expertise of IR are less familiar with each other and the added complexity and potential risk Global members from ten jurisdictions - aren’t ready to commit capital, time and involved in bringing multiple parties including Spain, UK, US, Brazil, Germany, people to a formal arrangement. In some together in such a way, particularly Slovakia, New Zealand, Iceland, Belgium cases, it may be more difficult to appor- across borders when different cultures and Cyprus. tion liabilities under these arrangements, and legislation can add to the challenge. but the contract can be drawn up to The View from IR Thomas Wheeler Each discussion features just one represent- Founder ative per jurisdiction, with the subject matter Our Virtual Series publications bring together a chosen by the steering committee of the rele- number of the network’s members to discuss a vant working group. The goal is to provide different practice area-related topic. The partic- insight into challenges and opportunities iden- ipants share their expertise and offer a unique tified by specialist practitioners. perspective from the jurisdiction they operate in. We firmly believe the power of a global network This initiative highlights the emphasis we place comes from sharing ideas and expertise, on collaboration within the IR Global community enabling our members to better serve their and the need for effective knowledge sharing. clients’ international needs. irglobal.com | page 3 Virtual Series | Collaborations Across Borders BRAZIL BELGIUM ICELAND Adriano Chaves Stéphane Sigurbjorn Partner, CGM Advogados Bertouille Thorbergsson 55 11 2394 8910 [email protected] Partner, Everest Law Honorary Director, TCM Group Adriano Chaves specialises in M&A, corporate 32 2640 4400 354 5527500 law, finance, foreign investments, technology [email protected] [email protected] and contracts. He graduated from the University Stéphane Bertouille has a law degree from the Sigurbjorn Thorbergsson graduated from the Law of São Paulo in Brazil (1995) and concluded his University of Louvain, a licence in Economies School of the University of Iceland in 1991. He LL.M. at Columbia University School of Law in from the same institution, and a LLM in Corporate was admitted to the Icelandic Bar Association in New York (1999), where he was a Harlan Fiske law from New York University. 1994 and to the Supreme Court in 2009. Stone Scholar. Adriano is recommended by repu- table publications (Chambers Global, Chambers He started his own law firm, Bertouille & Partners, His main areas of practice are international trade, Latin America, Leaders League, LACCA, Análise in 1991. In 2005 the firm merged with Lawfort cross-border litigation, and creditor rights. From Advocacia). and joined Everest in 2007. He is now managing spring 2003 until spring 2015, Mr. Thorbergsson partner of Everest. was elected to various positions within TCM Adriano is co-rapporteur of the task force on B2C Group International Ltd. To the position of director Stéphane practises international tax law, tax liti- General Conditions of the Brazilian Chapter of from 2003 to 2007, of marketing team member gation, corporate due diligence and transactions the Commission on Commercial Law and Prac- from 2004 to 2006, and of managing director and corporate finance. He has published on tice (CLP) of ICC, and a member of the Commis- from 2009 to 2013. sion of Law Firms of the Brazilian Bar Associa- these topics. Stéphane is fluent in French, Dutch, tion, São Paulo (OAB/SP) English. As recognition for his outstanding contribution to the group and his steadfast promotion of inter- Everest is a law firm specialised in legal services national referrals and trade, Mr. Thorbergsson for businesses and corporations. Everest is was appointed Honorary Director of TCM Group comprised of a team of lawyers, each highly in 2015. specialised in those fields of law with which companies are faced on a daily basis. irglobal.com | page 5 NEW ZEALAND U.S – WASHINGTON, D.C. GERMANY Mark Copeland William Shawn Dr Markus Managing Partner, Mark Co-Managing Partner, Copeland Lawyers ShawnCoulson Steinmetz 64 7 345 9050 202 331 2300 Partner, Endemann.Schmidt [email protected] [email protected] 49 89 2000 568 50 Mark Copeland is a senior New Zealand commer- Bill Shawn is partner in ShawnCoulson, LLP, a [email protected] cial lawyer. He is the founder and principal member of the ShawnCoulson international alli- Dr Markus Steinmetz has worked for Endemann director of New Zealand full-service commercial ance of law firms in Washington, Brussels, and Schmidt since 2014 and was a founding member and real estate law firm Mark Copeland Lawyers. London, where he is the co-managing partner, of the firm. and represents international and national corpo- Mark developed his career as a partner in rate, governmental, and trade association clients He studied law at the universities of Trier and top-level, award-winning corporate, commercial in litigation and commercial matters throughout Munich, achieving his MBA from the FernUniver- and specialist property law firms in Auckland and the U.S. sitat in Hagen. He was awarded a scholarship by Rotorua. He has acted for a wide range of clients, the German National Merit Foundation (Studien- from private individuals too government entities He is a past participant in the U.S. Federal stiftung des deutschen Volkes) and is an Assis- and major international corporations, advising on Government’s Attorney Honors Program, holds tant Professor at LMU Munich (Prof. Dr. Lorenz all aspects of commercial, agri-business and real the “AV Preeminent” peer rating by Martindale Fastrich) estate laws. Hubble, and was named a “Top Rated Lawyer in International Law & International Trade” by Amer- He began his legal career with Linklaters, working Mark is a Chartered Member of the NZ Institute ican Lawyer Media and Martindale Hubbell. as an attorney in Shanghai and Munich, before of Directors, a member of the Rural Panel of the moving to SEUFERT RECHTSANWÄLTE. He Arbitrators & Mediators Institute of New Zealand Bill has tried over 100 bench and jury trials and became a partner with Endemann Schmidt in (AMINZ), a director of several companies and a arbitrations in Federal and state courts and agen- 2017. past member of the Advisory Board of the Bank cies throughout the United States on privacy, of New Zealand for the Central Plateau Region. professional ethics, sanctions, and discovery He is a licensed specialist for corporate and issues, a number of which are reported in commercial law, focusing on M&A, Commer- Mark is the Vice Chair of the Legal and Ethics published opinions. He is the co-inventor of US cial and Corporate Law, Private Equity, Venture Committee of the International Paralympics Patent No. 9,621,539, Method and Apparatus for Capital, Bankruptcy and Liquidation and Labour Committee based in Bonn, Germany, immediate Securing the Privacy of a Computer Network, a Law, specifically Works Council Constitution Past-President and Chairman of Paralympics New secure, algorithmic means of complying with the Zealand and the Chair of the Sir Edmund Hillary EU Privacy Directive and its forthcoming Regula- Outdoor Education Centres of New Zealand tion counterpart.