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.

Joint Ventures Under U.S. and E.E.C. Antitrust Laws

1979 ◽  
Vol 48 (1-4) ◽  
pp. 58-81
Author(s):  
Henrik Lind
Keyword(s):  
Joint Ventures ◽  
Joint Venture ◽  
Case Law ◽  
The Other ◽  
Horizontal Integration ◽  
Sherman Act ◽  
Other Hand ◽  
Antitrust Laws ◽  
Per Se ◽  
Neutral Effect

AbstractThe case law supports the proposition that joint ventures are illegal under the Sherman Act only if unresonable restraints of competition are proven to exist. Put differently, joint ventures are of neutral effect under the Sherman Act: Joint subsidiaries do not of themselves infringe the Act, but on the other hand the formation of a joint venture does not save an otherwise unreasonable restraint of competition. An exception to the abovementioned conclusion may be joint ventures between actual competitors, at least as far as horizontal integration is concerned. In this case a per se rule may apply. Finally, the competitive impact of a foreign joint venture may in some cases be such as to validate it under the Sherman Act where its domestic counterparts would have been struck down.

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 Legal Status of the Joint Venture

2009 ◽  
Vol 46 (3) ◽  
pp. 713
Author(s):  
Robert Flannigan
Keyword(s):  
Joint Ventures ◽  
Legal Status ◽  
Joint Venture ◽  
American English ◽  
Case Law ◽  
Legal Form

Commercial actors commonly describe their group undertakings as joint ventures. That practice has infiltrated the judicial lexicon and appears to be fostering a supposition on the part of some judges that a joint venture is a distinct legal form. The supposition is unwarranted. A review of the American, English, Australian, and Canadian case law and commentary discloses no substantive basis for the claim of distinct status.

scholarly journals Fiduciary Relationships in Oil and Gas Joint Ventures

1970 ◽  
Vol 8 (2) ◽  
pp. 233 ◽  
Author(s):  
D. A. MacWilliam
Keyword(s):  
Joint Ventures ◽  
Joint Venture ◽  
Oil And Gas ◽  
Oil And Gas Industry ◽  
Fiduciary Duty ◽  
The Other ◽  
Gas Industry ◽  
Full Disclosure ◽  
Fiduciary Relationships ◽  
The Many

A party to a joint venture agreement in the oil and gas industry is often faced with the problem of determining whether or not he owes a fiduciary duty to his joint venturer. This article examines the many factual situations in oil and gas joint ventures which, could give rise to a fiduciary duty and concludes that the extent to which the fiduciary principle is applicable to various relationships involving interests in oil and gas has not yet been determined by the courts. As such, the author suggests that in addition to attempting to provide in the agreement for those circumstances which could give rise to a fiduciary duty, a party to a joint venture who desires to avoid a breach of a fiduciary duty should make full disclosure to and attempt to get the consent of the other contracting party.

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.

scholarly journals U.S. Taxation Of The Value Of Executive Services Performed For Multinational Joint Ventures

2012 ◽  
Vol 11 (11) ◽  
pp. 1191
Author(s):  
Martin A. Goldberg ◽  
Robert E. Wnek ◽  
Jacqueline S. Pineau
Keyword(s):  
Joint Ventures ◽  
Joint Venture ◽  
Transfer Pricing ◽  
The Other ◽  
Pricing Rules ◽  
Foreign Affiliates ◽  
Contractual Rights

Domestic U. S. businesses forming a joint venture with a commonly-controlled foreign affiliates need always to take into account transfer pricing rules, whereby any income, deductions, or credits or one may be reallocated from one of the businesses to the other. This problem provides special concerns with regards to compensation for executive services, where calculation of an arms length amount is more difficult, and where other contractual rights may have an impact on the determination of the arms length amount. The concept of transfer pricing rules with regard to services was first addressed in 1968 regulations, after which there were temporary regulations in 2003 that were finalized in 2009. However, there are still many issues that have not been addressed, that will need to be resolved in a future set of regulations.

MAIN SPECIFICATIONS OF ASSESSING ACTIVITIES OF MINOR IMPORTANCE OF IN MODERN CRIMINAL LAW

Law and World ◽  
2020 ◽  
Vol 14 (1) ◽  
pp. 83-95
Keyword(s):  
Criminal Law ◽  
Criminal Liability ◽  
Case Law ◽  
Criminal Code ◽  
The Other ◽  
European Countries ◽  
Minor Importance ◽  
Detailed Review

The research includes the full and the detailed overview of assessing activities of minor importance in Georgian Criminal Law. The Article 7 of the Criminal Code of Georgia states the following: a crime shall not be an action that, although formally containing the signs of a crime, has not produced, for minor importance, the prejudice that would require criminal liability of its perpetrator, or has not created the risk of such harm. The research includes the main criteria of defining activities as activities of minor importance. The detailed review of Georgian case law is also introduced, as well as, legislation, judicial literature and experience of the other European countries.

Pro-Arbitration Policy in the Australian Courts — the End of Eisenwerk?

2013 ◽  
Vol 41 (2) ◽  
pp. 299-331
Author(s):  
Benjamin Hayward
Keyword(s):  
Case Law ◽  
International Arbitration ◽  
Policy Context ◽  
Australian Case ◽  
Federal Jurisdiction ◽  
Court Of Appeal ◽  
Policy Attention

International arbitration is an important area of federal jurisdiction and federal legislative competence, and has attracted significant policy attention in Australia. This paper undertakes a study of pro-arbitration judicial policy in recent arbitration-related Australian case law which touches upon the continuing applicability of the controversial 1999 Eisenwerk decision of the Queensland Court of Appeal. Against this pro-arbitration judicial policy context, this paper reviews five Eisenwerk-related cases handed down between 2010 and 2012. It concludes that despite pro-arbitration judicial policy being embedded as a requirement of reasoning in decisions under the International Arbitration Act 1974 (Cth), there is mixed evidence of such policy in the cases surveyed. This paper concludes that the extent to which this policy is evidenced largely corresponds with the degree to which contemporary decisions have departed from Eisenwerk.

Property Rights, Fiduciary Duties, and the Control of Assets

2018 ◽  
Author(s):  
Aruna Nair
Keyword(s):  
Property Rights ◽  
Case Law ◽  
Property Right ◽  
Formal Structure ◽  
Fiduciary Duties ◽  
Legal Power ◽  
The Law ◽  
Fiduciary Relationships ◽  
Relationship Of

This chapter examines the law governing the availability of claims to traceable proceeds. It argues that the language used in the case law—which uses the terminology of property rights and of fiduciary relationships—cannot fully explain the law, since such claims are often available in the absence of fiduciary duties and are not available to holders of many types of property right. It argues that such claims instead presuppose a relationship of ‘control of assets’: where the defendant has a legal power to deal with some asset, correlating to a vulnerability to a loss of rights in that asset on the part of the claimant, and coupled with a duty not to exercise the power. It argues that relationships that have this formal structure also share normative characteristics that justify the subordination of defendant autonomy that has been shown to be at the heart of the tracing concept.

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