Law A Catalyst Of Economic Change

50 %
50 %
Information about Law A Catalyst Of Economic Change
Business & Mgmt

Published on February 28, 2014

Author: HemantBatra1

Source: slideshare.net

Description

The presentation basically addresses three topics - one how law guides the course of economic development; two what business managers ought to know while engaging in cross-border acquisitions; and finally the essence of joint venture formulation.

Hemant Batra Law & Economic Policies Hand in Hand

What is Law? The law is reason, free from passion Aristotle

Law & Economic Policies  Laws differ from nation to nation at Micro level but not really at Macro level.  Economic Policies are born out of Laws. Hence, good parenting bears efficient children.  Governance practices & Peoples’ approach towards compliances determine development.

Law & Reforms: Siamese Twins Law & Economic Reforms are Inseparable Law a facilitator of Economic Reforms Law like water must change to avoid stink…

Law: A Good or Bad Driver A prosperous society focuses on progressive laws Law can be coercive, restrictive or a facilitator Law must ensure level playing field in the economic sector for growth

Good Law: No Interpretation Laws should not leave any scope for breach due to misinterpretation There should be sync between intent, content and interpretation

Hemant Batra Legal & Paralegal Requisites Cross Border Acquisitions

Cross Border – Legal Preface Legal & regulatory parameters of the origin of the investment Legal & regulatory parameters of the destination of the investment

Cross Border – Legal Preface  EP & FDI laws (inbound & outbound).  Securities & Stock Exchange laws.  M&A laws &Takeover Codes & Competition Laws.  Companies laws/statutes.  Foreign Exchange Management/Remittances laws.  Tax Laws and DTAA implications  Market Practices on Commercial, Corporate Transactional & Trans-national documentation.  Regulatory approvals.  Post Investment compliances.

Concept – Joint Venture JV the most happening buzzword – Capital need + Technology & Knowhow + Market Accessibility JV an unemotional business relationship JV a “distinct form of business organization”

Most Accepted Definition – Joint Venture Hanigan KR. - "operating joint ventures" - a partnership + two or more firms + a separate entity + a productive economic activity + each partner takes an active role in decision making + a substantial contribution of capital and technology, marketing, experience, personnel and physical assets.

Kinds of Joint Venture Equity JV Contractual unincorporated JV

Salient Features: Joint Venture The Joint Venture legally creates a business relationship –  the project or object of the joint venture  the contribution, role and involvement of each co-venturer  the terms or duration of the joint venture  management and performance of joint venture obligations  Allocation of revenues and expenses from the project

Pre Joint Venture Exercise  Identification and screening of a prospective partner  MOU  Due Diligence  Joint business plan  Assets review – Appreciated/Depreciated  Fiscal understanding

Essentials: JV Agreement  Capital structure of the company  Management of the Joint Venture Company  Chief Executive Officer  Decision of financial policy of the company  Marketing arrangements  Change of partnership arrangements  Other provisions

Structuring: JV Agreement  The execution and commencement date  The names, addresses, and identification of the parties, including the type of business of each member of the JV  Definition clause  Incorporation of a Company  The name under which the JV will do business and the principal place of business of the JV  The purpose of the JV and a full description of that project is required to be incorporated in the JV Agreement

Structuring: JV Agreement  The JV Agreement shall determine the (a) Authorized capital/Shareholding limit: (b) MOA & AOA of the company (c) Sale of shares  Establishment/Contribution of the capital  Establishment of a JV bank account, and the appointment of a chartered accountant and lawyer  Distribution of Profits  Grant of Technical Assistance/Technical knowhow  The parties to the JV should agree to sign all necessary documents relating to the contract, bank loans, bonds, indemnity agreements etc.

Structuring: JV Agreement  Control management committee may be determined  Board of Directors  Schedule of General meeting should be considered & a financial and periodic JV and progress reporting procedure  The possibility of the death, bankruptcy, or insolvency of a member must be handled  A clause dealing with the acquisition of equipment and materials by the JV company and disposal  Provide for the acquisition of licenses in the name of the joint venture or each co-venturer as required

Structuring: JV Agreement  Specify the type of insurance carried by the JV and clearly define the liabilities that are to be insured  Define items that are to be considered as costs to the joint venture for the purpose of determining profit or loss and describe those items that are not reimbursable  A clause should be included respecting the confidentiality of trade information passed between the co-venturers  Ownership or retention of patents, technology, and consultant reports should be addressed

Structuring: JV Agreement  Indemnification and Disputes arbitration clause  Termination  Clause dealing with the substitution or addition of co-venturers  Winding up, final performance and financial statements for the joint venture  The applicable jurisdiction of the Agreement

Structuring: JV Agreement Miscellaneous Clause:  a. Notice clause  b. Amendment  c. Applicable law  d. Assignment  e. Non-waiver  f. Separability and Interpretation etc.

Hemant K. Batra Chairman & Founder, Kaden Boriss Secretary General, SAARCLAW Chairperson, IICLAM (Singapore) Advisory Board Member, OIC (USA) Project Consultant, UNDP & UNAIDS Director, South Asia, World NGO Day Initiative (London) Kaden Boriss Building 495, Udyog Vihar, Phase V, NH – 8, National Capital Region (Delhi), Gurgaon-122016, INDIA Phones: +91 124 404 0193 (Hunt Lines) Fax: +91 124 404 0194 Email: hkb@kadenboriss.com & hbatra@saarclaw.org

Add a comment

Related presentations

Related pages

Law As A Catalyst Of Economic Change | Speaking Threads

Law As A Catalyst Of Economic Change. The notion and concept of `law and economic change’ ought to be understood in milieu of the coherent controls, the ...
Read more

Law As A Catalyst of Economic Change - Strategy - India

The notion and concept of `Law and Economic Change’ needs to be understood in context of the cogent controls which law exerts on the fiscal ...
Read more

A catalyst for change - University World News

... driven producer of knowledge to catalyst for the ... within a just and humane rule of law. ... as a powerful catalyst for change. ...
Read more

THE EFFECT OF CATALYSTS ON REACTION RATES

THE EFFECT OF CATALYSTS ON REACTION RATES. ... Catalysts and activation energy. To increase the rate of a reaction you need to increase the number of ...
Read more

Global Financial Crisis: A Catalyst for change in Global ...

Global Financial Crisis: A Catalyst for change in Global Economic Paradigm Professor B. P. Singh Chairman Delhi School of Professional Studies & Research.
Read more

Catalyst - University of Texas at Austin

Catalyst. A catalyst is a ... The possibilities for how a catalysts actually works are endless. Some catalysts actually change during the course of the ...
Read more

A Catalyst for Change - Harvard Law Today

With more and more people deeply concerned about what they’re eating and what it means for our health, the economy, the environment, social justice, and ...
Read more

A Catalyst for Change: A History of the Joint Center for ...

Darlene Clark - A Catalyst for Change: A History of the Joint Center for Political and Economic Studies jetzt kaufen. ISBN: 9780941410915, Fremdsprachige ...
Read more

Catalyst | Define Catalyst at Dictionary.com

Catalyst definition, ... Note: The term catalyst is often used to refer to the prime agent of any change: “She was the catalyst for the reorganization. ...
Read more