C r o s s - B o r d e r J o i n t V e n t u r e s i n t h e C z e c h R e p u b l i c Dr. Ernst Giese5. April 2003 U I A S e m i n a r P r a g u e
Dr. Ernst Giese studied in Freiburg and Berlin member of the: German BAR – 1995 Czech BAR – 1996 Giese & Partner, v.o.s lawyers (German, US, Czech) 90% cross-border business
I. Sample cases U I A S e m i n a r P r a g u e Success Story Failure
Culture Language Money Patience II. Issues
Commercial Code III. Regulations in the Czech Law regarding Joint Venture U I A S e m i n a r P r a g u e
Relocation of labour cost intensive production Lower wages and ancillary wage costs No continuation of wage payments during illness Access to new markets Avoidance of import duties and quota High degree of education of Czech labour Well developed infrastructure Favourable geographical position of Czech Republic IV. Motivation of cross-border Joint Ventures A. For the foreign partner U I A S e m i n a r P r a g u e
Motivation of cross border Joint Ventures B. For the Czech partner Transfer of technology New investment Improvement of capital resources Better utilization of production capacity Strengthening of domestic market position Access to foreign markets U I A S e m i n a r P r a g u e
Foreign shareholders: 100% share Types of company: Partnership under Civil Code General partnership Limited partnership Limited company Stock corporation V. Relevant legal aspects A. Choice of the legal form of Joint Venture U I A S e m i n a r P r a g u e
Relevant legal aspects B. Majorities in the Joint Venture Par Minority Majority U I A S e m i n a r P r a g u e
Close control by the governing body or advisory board Requirement of approval to important business decisions in the Articles of Association Appointment of at least one manager of each partner Relevant legal aspects C. Control in the Joint Venture U I A S e m i n a r P r a g u e
New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards Relevant legal aspects D. Arbitration U I A S e m i n a r P r a g u e