Access to information in joint ventures: the dangers of being kept in the dark

2016 ◽  
Vol 56 (2) ◽  
pp. 560
Author(s):  
Anne Freeman
Keyword(s):  
Joint Ventures ◽  
Joint Venture ◽  
Federal Court ◽  
Third Parties ◽  
Access To Information ◽  
Fiduciary Duties ◽  
Technical Data

Operators of joint ventures have, by reason of their position, first-hand access to all information relating to the joint venture, including financial results, technical data, and documents relating to relationships with third parties and contractors. Non-operators regularly strike difficulty in obtaining all the information they need in relation to the affairs of joint ventures, especially if a dispute is emerging between participants in it. This extended abstract explores various mechanisms for non-operators to obtain joint venture records, including express provisions in the joint venture agreement itself, and the potential to argue that there should be a right to obtain records implied into the agreement. Other potential mechanisms will also be canvassed, including the assertion of fiduciary duties owed by the operator that might provide the non-operator with rights to obtain information. In the 2013 decision of Alliance Craton Explorer v Quasar Resources, the Full Court of the Federal Court considered a joint venture agreement that did not explicitly provide access to the non-operator records of the joint venture. The court refused to imply a term providing access to the records, and dismissed arguments by the non-operator that the operator was its agent and that the non-operator had proprietary rights to the information it sought. This extended abstract discusses the implications of this decision.

scholarly journals The Fiduciary Duties of Joint Venture Parties – When do They Arise and What Do They Comprise?

2011 ◽  
Vol 42 (1) ◽  
pp. 117 ◽  
Author(s):  
Jane Knowler ◽  
Charles Rickett
Keyword(s):  
Joint Ventures ◽  
Joint Venture ◽  
Case Law ◽  
The Other ◽  
Common Goal ◽  
Fiduciary Duties ◽  
Fiduciary Obligations ◽  
Australian Case

Joint Ventures are often used by parties in commercial enterprises where parties seek to achieve a common goal. One issue which is increasingly contentious is the extent to which, if any, joint venture parties owe each other fiduciary obligations. This paper refutes, as a dangerous heresy, the idea that joint venture relationships are discrete legal relationships that are inherently fiduciary in nature. The majority of self-styled "joint ventures" are, invariably, nothing more in legal terms than contracts. If parties are going to be bound by fiduciary duties, over and above the contractual duties they owe each other, this will only be so by virtue of the particular arrangement they have entered into which, on a thorough examination of the facts, is found to require each party to give unstinting loyalty to the other. Recent Australian case law bears this out.

scholarly journals Legal relationships among the participants and with third parties

2019 ◽  
Vol 19 (4) ◽  
pp. 821-839
Author(s):  
Ivan R. Feltham
Keyword(s):  
Business Ethics ◽  
Joint Ventures ◽  
Joint Venture ◽  
Third Parties ◽  
Legal Environment

“Joint venture” or consortium is studied in this conference in regard to its implications in Canada and abroad. Its legal environment is analysed especially abroad where it involves two jurisdictions, domestic and foreign. In the context of project joint ventures, the relationships of the parties among themselves and with third parties are discussed in some detail. A joint or separate liability is considered. Finally, the essential criteria for a joint venture agreement are presented in order to guide the participants, with a word on business ethics.

Joint venture and joint operating agreements in Iran: legal aspects

2020 ◽  
Vol 13 (3) ◽  
pp. 270-281
Author(s):  
Abdolhossein Shiravi ◽  
Mahdi Abbasi Vafaei
Keyword(s):  
Joint Ventures ◽  
Joint Venture ◽  
Legal Aspects ◽  
Fiduciary Duties ◽  
Advantages And Disadvantages ◽  
Research Article ◽  
Laws And Regulations ◽  
Tax Accounting

Abstract Under current Iranian laws and regulations there is a requirement for an upstream petroleum contract to be managed by a joint venture entity and so the conclusion of a joint venture agreement (JVA) is compulsory in such petroleum projects. In this research article we first discuss the rules governing JVAs and the statutory requirements of such agreements in Iran. Then, by studying the relevant rules, we consider the advantages and disadvantages of the both unincorporated and incorporated forms of JVA and finally we discuss some of the implications of the JVA regarding tax, accounting procedures and fiduciary duties. We also consider the role played by unincorporated joint ventures and the joint operating agreement (JOA) in Iran.

10. The fiduciary duty

2018 ◽  
Author(s):  
Gary Watt
Keyword(s):  
Conflicts Of Interest ◽  
Third Parties ◽  
Good Faith ◽  
Fiduciary Duty ◽  
Fiduciary Duties ◽  
Trust Property ◽  
Fiduciary Relationships ◽  
Strict Rule

The fiduciary duty is the defining duty of trusteeship and consists of several overlapping obligations intended to promote loyalty or faithfulness. As part of his fiduciary duty, the trustee should avoid conflict with the interests of the trust and not to make an unauthorised unauthorized profit from the trust property, or from his position of trust. The fiduciary duty may also apply to a person who is not a trustee, in which case he is said to be a fiduciary. This chapter examines the principal obligations of trusteeship and the implications of breach of those obligations for trustees, beneficiaries, and third parties. It first discusses the strict rule of exemplary fiduciary propriety before turning to the duty of good faith. The chapter also looks at fiduciary relationships and fiduciary duties, the fiduciary duty to avoid conflicts of interest, the fiduciary duty to account for unauthorised unauthorized profits, and trustee remuneration.

scholarly journals Simulation analysis of incentives on employees' acceptance of foreign joint venture management practices: a case study

2020 ◽  
Vol 27 (8) ◽  
pp. 2047-2078
Author(s):  
Jingxiao Zhang ◽  
You Ouyang ◽  
Hui Li ◽  
Pablo Ballesteros-Pérez ◽  
Martin Skitmore
Keyword(s):  
Joint Ventures ◽  
Management Practices ◽  
Joint Venture ◽  
Business Practices ◽  
Content Type ◽  
Joint Management ◽  
Study Results ◽  
Venture Management ◽  
Employee Acceptance

PurposeCultural differences between employees of different nationalities are hindering the development of some transnational joint ventures. Describing and modelling the positive (or negative) factors that cause joint venture employees to accept (or reject) joint management business practices is of great value to all corporations operating abroad with locally sourced employees.Design/methodology/approachThis study uses a Sino-Japan construction joint venture project as a representative case study. First, structural equation modelling is used to identify the factors influencing Chinese employees' acceptance of joint venture management practices. Then, a system dynamics model is adopted to simulate the time-dependent effects of the incentives.FindingsThe study results (1) indicate which incentives strongly affect employee acceptance of joint venture management practices; (2) identify inefficient management practices in cross-cultural joint ventures; and (3) provide evidence that the employees' perceptions of clear purpose, good working relationships and helpful mechanisms positively and directly also support their acceptance of joint management practices.Originality/value–A dynamic simulation method is used to analyse the influence of various incentive factors on employee acceptance of joint management. This provides unprecedented information regarding how these factors interact with each other, hence how their effectiveness varies (both positively and negatively) over time. Further findings also provide new ideas for joint venture managers to adopt more effective management methods.

Control, Conflict, and Performance: A Study of U.S.-Chinese Joint Ventures

1997 ◽  
Vol 5 (3) ◽  
pp. 31-45 ◽  
Author(s):  
Daniel Z. Ding
Keyword(s):  
Empirical Evidence ◽  
Joint Ventures ◽  
Questionnaire Survey ◽  
Joint Venture ◽  
Positive Impact ◽  
Managerial Control ◽  
Foreign Partner ◽  
Venture Performance ◽  
General Managers ◽  
And Performance

This study was designed to test empirically the linkages between control, conflict, and performance using a sample of U.S.-Chinese joint ventures established in China during the period of 1979–1989. Data were gathered through a questionnaire survey among U.S. managers and personal interviews with both U.S. and Chinese general managers in the selected joint ventures. Results showed that dominant managerial control exercised by the foreign partner had a positive impact on the perceived joint venture performance. The study identified major areas in which conflict between joint venture partners occurred. Empirical evidence was found that conflict between joint venture partners significantly hindered joint venture performance.

Agreeing to disagree: structuring future capital investment provisions in joint ventures

2020 ◽  
Vol 13 (1) ◽  
pp. 12-22
Author(s):  
Edgar Elliott ◽  
Lois D’Costa ◽  
James Bamford
Keyword(s):  
Joint Ventures ◽  
Capital Investment ◽  
Joint Venture ◽  
Investment Decisions ◽  
Capital Investments ◽  
Agreeing To Disagree ◽  
Structural Work ◽  
Opt Out ◽  
Contractual Structures

Abstract Prior to entering into any joint venture agreement (JVA), dealmakers should be aware of the options available to resolve future investment disagreements. There are three broad capital investment structures commonly found in joint ventures: (i) standard passmark rules; (ii) non-consent/opt-out; and (iii) sole risk. Within each category, deal practitioners have numerous options to tailor capital investment structures. As much as possible, deal practitioners should contemplate the most likely areas of disagreement, and then tailor the capital investment structures appropriately to ensure that the joint ventures (JV) can manage capital investment decisions in an efficient, value-preserving way. While it is impossible to establish a formula to determine which specific contractual structures will best accommodate future capital investments in a given JV, companies should weigh various factors to inform their position. We reviewed 40 JVAs to understand various capital investment mechanics and how they differ based on the nature of the venture and owner context. Our research found an extremely diverse array of creative structural work-arounds to address different owner appetites to make future capital investments. The purpose of this article is to describe, illustrate and provide benchmarks on different mechanics and contractual terms found in joint venture agreements, and to offer guidance as to which future capital investment mechanics should be included in venture agreements.

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