International Joint Ventures

INTERNATIONAL JOINT VENTURES, A PRACTICUM

By Paul Ehrlich and Milton R. Stewart

52ACC Docket June 2006

Globalization has radically changed the way your company

does business. Or if it hasn't, it probably will.

Because of advances in communications, transporta-

tion, and technology, virtually every business of any size

can now internationally source or distribute goods, services, or intel-

lectual property. If your company isn’t taking advantage of this to drive

down your costs and enter new markets, you’d better watch out—your

competition may well be using the international marketplace to obtain a

decisive business advantage.

But dealing with international markets is tricky. You must be ready

to overcome differences in legal and regulatory regimes, cultural norms,

language problems, and currency issues. Only the largest companies have

the resources and experience to surmount these obstacles on their own.

Many other businesses simply do not have the wherewithal to efficiently

and affordably deal with all those variables in foreign jurisdictions with-

out a partner. That’s why many companies form alliances with firms in

other jurisdictions. And the most common type of alliance they create is

an international joint venture (IJV).

In this article, we will examine the advantages and disadvantages of IJVs;

the key contract provisions for creating them; and the practical aspects of

their structure and operation. We will also offer some tips on how you can

avoid common mistakes and maximize your IJV’s chance of success.

ACC Docket June 200653

In briefMore companies are doing business globally, but only the largest have the resources to overcome the legal and cultural barriers on their own. Smaller companies often turn to an international joint venture (IJV). Learn about the advantages and disadvantages of IJVs, including key contract provisions, practical aspects, and common mistakes to avoid.

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The BasicsWhat is an IJV? It is a joint undertaking

among two or more business entities from different jurisdictions. A company form-ing an IJV will often partner with one of its customers, vendors, distributors, or even one of its competitors. These businesses agree to exchange resources, share risks, and divide rewards from a joint enterprise, which is usu-ally physically located in one of the partners’ jurisdictions.

The contributions of joint venture partners often differ. The local joint venture partner will frequently supply physical space, channels of distribution, sources of supply, and on-the-ground knowledge and information. The other partner typically provides cash, key marketing personnel, certain operating personnel, and intellectual property rights.

Advantages of IJVsIJVs offer significant advantages as com-

pared to direct entry into a foreign market. Faster access. IJVs often allow much faster access to

foreign markets. The local partner to the joint venture may have already established itself in the marketplace and of-ten will have already obtained, or have access to, govern-ment contacts, lines of credit, regulatory approvals, scarce supplies and utilities, qualified employees, and cultural knowledge. Upon formation of the IJV, the nonresident partner has access to the local partner’s preestablished ties to the local market.

Lower cost. For these same reasons—the local partner’s preestablished ties—IJVs are usually far less costly than a de novo entry into the foreign market or buying an exist-ing company in the jurisdiction. The principal costs of a de novo effort have already been incurred by the local partner. Moreover, the benefits of a presence in the local jurisdiction are obtained through association without the demand on capital required for an outright acquisition. Additionally, an IJV creates synergies that are lacking in an acquisition.

Distribution ease. IJVs often provide rapid access to distribution channels. The local partner will already have an established supply and distribution network in the host country, and have in place the marketing and sales contacts, expertise, market efficiency, and cultural understanding to ensure efficient distribution in compli-ance with the laws of the host country.

Local knowledge. Most importantly, IJVs give the nonresident partner access to the knowledge and know-

how of the local marketplace. This informa-tion substantially enhances the venture’s probability of success. Consider, for example, the joint venture between the Polish firm Pezetel and Rockwell, who jointly pursued the US market for low-flying aircraft. Rock-well had access to marketplace information, and when Rockwell abandoned the project, Pezetel’s solo pursuit of the market ended in failure.

Reputation. The reputation of the resident partner gives the IJV credibility in the local marketplace, especially with existing key sup-pliers and customers.

Legal prerequisites. The formation of an IJV can be a legal prerequisite to establishing a presence in the local market. For example, in certain industries, Chinese law requires the formation of an IJV with a Chinese company in order to have access to the Chinese market. Thus General Motors formed a joint venture with Shanghai Automotive Industry Corpo-

ration (SAIC), called Shanghai General Motors Corp., allowing GM access to the Chinese market for the manu-facture and sale of Buicks. Similarly, Volkswagen joined with SAIC to form Shanghai Volkswagen Automotive Company for the manufacture of the Santana. Without these partnerships, the foreign automakers would not only lack credibility in the Chinese market, they simply would not have access.

Disadvantages of IJVsOf course, IJVs also have their share of disadvantages. Dilution. IJVs, like all partnerships, dilute future prof-

its because the profits are shared among the contributing partners. They dilute equity for the same reason.

Opportunity cost. IJVs can foreclose other opportuni-ties for entry into a foreign marketplace.

Financing problems. It can be difficult for IJVs to independently obtain financing, particularly debt financ-ing. That is, in part, because IJVs are usually finite in their duration and lack permanence. Thus, the parents of an IJV should expect either to adequately capitalize the entity up front or to guarantee loans made to the IJV.

Competition. Another potential disadvantage of an IJV is the possibility you might wind up turning your own joint venture partner into a competitor. However, this danger can be ameliorated by noncompetition, nonsolici-tation, and confidentiality provisions in the joint venture agreement.

Paul Ehrlich is vice president and general

counsel of adidas North america. he was a

corporate finance and transactional lawyer in private practice before

joining adidas.

MiltoN StEwart is a partner in the Portland, or, law firm of Davis

wright tremaine llP, the lex Mundi member firm for oregon. his practice focuses on domestic and

international mergers and acquisitions and joint

ventures.


Getting Started:The preliminary IJV agreement

An IJV should begin with at least a term sheet, if not an agreement in principle or memorandum of understanding. It is vital that some document be the foundation for assur-ing that the parties agree on all of the primary business and legal issues before a definitive agreement is drafted. Such agreements serve several purposes:

they force the parties to concentrate on understanding their business goals and objectives at an early stage;they force the parties to determine early on whether the relationship is feasible and likely to succeed;they can smooth the process of drafting the documents for the venture, which require a lengthy negotiation period and can be highly complex; and

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at the very least, they can serve as an estoppel agreement.The parties should consider including binding confi-

dentiality terms in the preliminary agreement to protect each party’s confidential business information and intel-lectual property. Of course, it is up to the parties how detailed the preliminary agreement will be. If negotiating flexibility is your aim, a general preliminary agreement is preferable. Even though some terms are nonbinding, the preliminary agreement has moral force, and can illustrate the intention of the parties. Also, in some countries (e.g., the United States) there is a duty to negotiate in good faith, even where the agreement is expressly nonbinding. Each company’s management and legal counsel should have an active role in creating the preliminary agreement.

The definitive IJV agreementThe definitive agreement will contain many of the terms

from the preliminary agreement (such as continued confiden-tiality and capital contributions), with greater detail. It will also contain additional negotiated provisions covering various operational activities through to termination of the venture. The definitive agreement can include documents such as:

a confidentiality agreement;a letter of intent;an exclusivity agreement;a primary joint venture agreement (may include share-holders' agreements, partnership agreements, or simi-lar agreements depending on the entity type); and/or any other agreements required for operation of the joint venture, such as intellectual property sharing agreements, loan instruments, management agree-ments, leases, services agreements, or guarantees.There are many matters that the definitive IJV agree-

ment should cover.Management. It is critical that senior management be

chosen early, be independent, have a clear charter and authority, and have clear reporting lines. Independent managers will be more likely to ensure that disputes are resolved and avoid termination of the venture, as they have a more vested stake in the success of the venture. Consider tying management’s bonus at least partially to the overall performance of the joint venture, rather than the venture’s contribution to the parent entity.

Governance. The agreement should specify the struc-ture of the board of the joint venture entity (or the com-mittee which will provide management oversight, in the case of a contract joint venture). The board should be composed of an odd number of directors, unless impasse is contemplated and dealt with elsewhere in the agreement. It is not uncommon for the two joint venture partners’ representatives to agree upon the odd-numbered director.

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jAn IJV Must: Working with Your Partner

An IJV cannot succeed unless the partners can and do work well together. You should be cautious if the partners don’t have a track record of good relationships with each other. Partners in the joint venture may have different repu-tations and histories, share dissimilar corporate practices and cultures, or have different goals. To overcome these dif-ferences, the parties can establish a transition team to deal with potential trouble areas.

Another set of problems can arise if the partners do not share expectations and needs. Before they enter into an IJV, the parties must identify their respective business purposes and conduct due diligence to ensure that they can collaborate on making the IJV successful. Partners should approach the joint venture with a goal of understanding each partner’s individual expectations and should address how each party will contribute to meeting the other’s objectives. Having different objectives is not always bad; one partner’s focus on profit will not necessarily be at odds with the other partner’s focus on, for example, access to technology or training. But clarity about the differences is critical. We recommend:

Discussing the differences early in the negotiations, to help ensure that the joint venture is tailored to the individual needs of each party;Spelling out specific expectations or benchmarks in the contract; andEnsuring that all partners are flexible enough to accom-modate the evolving needs of the IJV.

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The partners should also allocate board-level decision-mak-ing authority on certain issues and agree on arbitration provisions. In case one party fails to fulfill its obligations to the IJV, the agreement should contemplate a provision that allows a sole contributor to dilute the other party’s equity. The parties to a joint venture are held to a standard of good faith. Officers and directors may simultaneously owe

fiduciary duties to the joint venture and the parent.Contributions of partners. The agreement should set

out in as much detail as possible the respective contribu-tions of the parties, both tangible and intangible. Depend-ing on tax considerations, it may be appropriate to specify values for the respective contributions of the parties. The form of entity (pass-through versus corporate-level

ACC Committees: More information about ACC’s International Legal Affairs Committee is available on ACC OnlineSM at www.acca.com/networks/committee.php, or you can contact Staff Attorney and Committees Manager Jacqueline Windley at 202.293.4103, ext. 314, or [email protected].

Docket Articles:Nelson A. Blish, Isabel M. Davies, and David P. Owen, “Securing Global Patent Protection,” ACC Docket 22, no. 4 (April 2004): 42–59. www.acca.com/protected/pubs/docket/apr04/patent.pdf.Marc Brotman and Tony Reeves, “The EU’s 26-Headed Hydra? The New European Competition Enforcement Regime,” ACC Docket 23, no. 6 (June 2005): 28–45. www.acca.com/protected/pubs/docket/jun05/hydra.pdf.Alan Greenwood and Steven Lauer, “The Global Compli-ance Landscape: A Resource File,” ACC Docket 23, no. 9 (October 2005): 32–48. www.acca.com/protected/pubs/docket/oct05/scratch.pdf.Toolkit, “Crossing the Pond Without Drowning,” ACC Docket 23 (September 2005): 106–116. www.acca.com/protected/pubs/docket/sept05/toolkit.pdf.

InfoPAKs:Doing Business Internationally (2006). www.acca.com/resource/v6087.Drafting and Interpreting Contracts (2005). www.acca.com/resource/v6023 .

Annual Meeting Course Materials: Program material from these courses at ACC’s 2005 Annual

Meeting is available at www.acca.com/am/05/material.php :

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Michel P. Cloes, Hanno Hinzmann, Michelle Thomas, "Basic Contract Law Principles in Europe,” course 103. Sabine Chalmers, Stephen Faciszewski, Cheryl Fackler Hug, Sally March, “Joint Ventures in the International Marketplace,” course 403. Peter Herbel, “A Comparative Review of Multinational Compliance Programs,” course 509. Christopher Crowder, Richard Hansum, Lisa Phelan, and Ann Rappleye, “Perspectives on Competition and Anti-trust Compliance in the US and Europe,” course 703. A. Patricia Marcucci, Adolfo Millan, Paige Navarro, Veronica Pastor, Francisco Velazquez, “An Introduction to Business Practices in Mexico and Latin and South America,” course 803. John Hogan, Alexandre Montagu, Judith Powell, “International License Agreements,” course 901.

Virtual Library Sample Forms and Policies:Sample forms and policies available via ACC’s Virtual

Librarysm (www.acca.com/vl ) include the following: Joint Venture Agreement (Philippines, 2006). www.acca.com/resource/v6715 .Joint Venture Investment Term Sheet (US, 2005). www.acca.com/resource/v7056.Joint Venture Checklist (China, 2004). www.acca.com/ resource/v424 .

For more information on compliance, see ACC’s Compliance Portal at www.acca.com/practice/compliance/index.php.

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ACC US and International Resources on . . .

jJoint Ventures


taxation) is highly relevant, and the contribution of debt and services may be treated differently for tax purposes. The partners will also seek to maximize their utilization of foreign tax credits and beneficial tax treaties. Future capital needs are often difficult to predict, but the agree-ment can include provisions for prospective debt financing with guarantees by the partners. If contributions are to be made solely by the parties, they may agree that each party will have the option to require all the parties to make additional capital contributions up to a certain annual or formula-driven limit. The parties should be careful to see that their contributions are properly reflected in their respective ownership and voting percentages.

Allocation of risks and rewards. In as much detail as possible, the agreement should delineate who gets what, where, when, why, and how. Dividend distributions, capi-tal calls, and allocations of losses (including special tax allocations, if permissible) should be covered.

Dispute resolution. It is always possible that the IJV’s parents will find themselves in disagreement on some important matter, and the definitive agreement should specify how any such dispute will be resolved. Most partners would prefer not to resolve such disputes through litigation. Thus, the agreement should contain detailed procedures for mediation and/or arbitration. These provisions should delineate the method for select-ing an arbitrator, the binding or nonbinding nature of the arbitration (arbitration awards are enforceable in most countries pursuant to the New York Convention), and allocation of fees associated with arbitration. Generally, the agreement should not contain a provision permit-ting the arbitrator to revise or restructure the venture, because the arbitrator is not likely to be the person in the best position to assess the relevant risks of a revised venture. You should also consider impasse provisions that attempt, short of mediation or arbitration, to resolve deadlocks that are not fatal to the joint venture. The partners may wish to allocate control on certain issues to the partner best equipped to manage the issue, or alter-nate decision-making authority according to a schedule. (For more information on this subject, see “HandsOn: The Neutral Zone,” also in this issue.)

Regulatory issues. The agreement should address all regulatory issues affecting the joint venture, such as com-pliance with:

export and import controls, foreign corrupt practices acts (and their equivalent),companies acts (and their equivalent), andcompetition law (antitrust). In a few jurisdictions, currency repatriation must also

be addressed.

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Governing law. The agreement normally specifies that the IJV and the related activities of its parents are to be governed by the laws of the jurisdiction in which the joint venture will be principally located. However, it is not uncommon to provide for a choice of law from a neu-tral jurisdiction. Also, venue is often placed in a neutral jurisdiction that is mutually convenient to both parties. Choosing a neutral jurisdiction and venue is a good idea when the laws of the respective jurisdictions vary, result-ing in uncertainty regarding the outcome of a dispute. A neutral jurisdiction and venue clarify procedure and law and allow the parties to more accurately measure the risk and predict outcomes.

Termination provisions. The contract should contain de-tailed provisions regarding when and how the contract and joint venture terminate. If either party is to have an oppor-tunity to buy the interest of the other party, that mechanism should be both well thought out and set forth in detail. For example, the parties may wish to include a put-call provi-sion whereby one party sets the venture’s sale price and the other has the option to buy or sell at that price.

Governing language. IJV agreements are often written in two languages, particularly for joint ventures between American and Asian companies. One or the other of the language versions should be designated to prevail if there is an alleged inconsistency between the documents and their translations.

Noncompetition, nondisclosure, nondisparagement, and nonsolicitation. Whether an IJV is dissolved or ends by one party purchasing the interest of another, noncom-petition provisions may well be appropriate. In addition, parties commonly seek covenants of nondisparagement, confidentiality, and nonsolicitation of IJV employees. These covenants should contain language preventing cur-rent and former employees and members of the IJV from certain activities.

They should not disparage: the IJV or its products and services; the IJV partners or their officers, directors, shareholders, members, employees; or the dissolved IJV.

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An equity venture is often preferable, as it results in fewer limits on respective liability and allows for more flexibility if the business environment changes.


They should not use or disclose confidential informa-tion learned through association with the IJV for any purpose other than the business of the IJV. They should not solicit the employees of the IJV or any IJV partner.Intellectual property. The IJV agreement (or a separate

attached document) should clearly delineate all rights to IP, technology, software, and the like. In addition, an appropriate licensing agreement should be executed in respect to those knowledge items. The IJV agreement should clearly delineate ownership of intellectual property upon dissolution or termination of the joint venture.

Structuring the IJV Joint ventures can be created through a variety of

structures: as a contractual relationship, for example, or as an equity relationship. And of course, you can some-times reach similar results through alternatives to joint ventures, such as:

a licensing arrangement (with or without equity invest-ment, although an equity joint venture generally results in greater protection against liability);a distribution arrangement; or a management assistance or consulting arrangement. Which strategic vehicle should you employ? Your

decision should be based on the circumstances of each

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situation. You should keep in mind that IJVs are generally formed for a defined purpose or specified project. You will therefore usually want a vehicle that permits you to limit the IJV in purpose, scope, and duration. Other consider-ations include:

the motivations of the parties, access to technology, access to scarce resources, synergy of operations, and (last—but not least)sharing of risk and liability. You will find that an equity venture is often prefer-

able, as it results in fewer limits on respective liability and allows for more flexibility if the business environment changes. (See “Equity or Contract? Strategies for IJV For-mation,” below.)

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The IJV agreement should clearly delineate ownership of intellectual property upon dissolution or termination of the joint venture.

An IJV can be created by a contractual arrangement among the joint venture partners, but it is more common for the parties to create an equity joint venture by forming a new entity owned, in agreed proportions, by the respective parties. An equity joint venture is often more advantageous, especially

when complex regulatory issues are to the fore. For instance, the United Kingdom requires that all applicants for wireless 3G licenses be a body corporate. By forming an equity ven-ture, this requirement is easily met without the need to change corporate structure to meet multi-jurisdictional demands.

jEquity or Contract? Strategies for IJV Formation

JoInT VenTure STruCTure ADVAnTAgeS DISADVAnTAgeS

Equity Ventures (More suitable for long-term, multi-transaction projects with complex regulatory issues)

offer parties a mutual interest encourage parties to work together to adapt the enterprise to changes in business environment result in fewer limits on respective liability of joint venture partners

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May be more expensiveMay expose nonresident partner to local problems

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Contractual Relationships(More appropriate where each party’s contribution is easy to define)

Tend to be less expensiveAre less likely to involve nonresident partner in local problems

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Do not provide nonresident partner with local presence Less flexible if business envi-ronment changes

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Avoiding the Novice's MistakesThe return on a successful IJV can be very high, but

many IJVs are far from successful. Our clients and busi-ness strategists advise us that as many as two-thirds of cross-border alliances encounter significant financial and operational problems during their first years of opera-tion. And in the end, according to some industry ana-lysts, approximately half of all IJVs fail. Why do so many IJVs run into trouble?

Greed A common mistake is for one party in the venture to cut

itself too good a deal. A joint venture is a partnership and, like all partnerships, it functions well only if it is structured from a win-win perspective. The parties need to focus on jointly making money from customers, instead of from each other.

Although lawyers tend to abhor 50/50 relationships, the data suggest that 50/50 joint ventures work better than oth-

ers, perhaps because of the balance of terror and the need for collaboration and cooperation. Similarly, joint ventures between equally strong partners tend to work better than those between partners of unequal strength. Ventures be-tween partners with complementary strengths work better than ventures between partners with overlapping strengths.

Poor planningEven if a good business plan is developed, it will need to

be revised as the IJV develops and encounters the chal-lenges of the market place. Experience tells us that as many as half of all joint ventures end up modifying their scope by expanding the proposed business or entering into new busi-nesses not contemplated when the joint venture was formed. Thus, flexibility and evolution are key for successful IJVs.

Failure to reality checkA related problem is negotiating from the ivory tower.

Explore information related to this topic:

Erin Anderson, “Two Firms, One Frontier: On Assessing Joint Venture Performance,” 31(1) Sloan Mgmt. Rev. 19–29 (1990).James D. Bamford, et al., Mastering Alliance Strategy (Jossey-Bass 2002).David J. BenDaniel, Arthur H. Rosenbloom, et al., Interna-tional M&A, Joint Ventures, and Beyond: Doing the Deal (Wiley 2d ed. 2002). Peter J. Buckley and Marc Casson, “An Economic Model of International Joint Venture Strategy,” 27 J. of Int’ l Bus. Studies 849–903 (Dec. 1996).Farok J. Contractor and Peter Lorange, “Why Should Firms Co-Operate? The Strategy and Economics Basis for Co-Operative Ventures,” in F. Contractor and P. Orange, eds., Co-operative Strategies in International Business—Joint Ventures and Technology Partnerships Between Firms (Lexington Books 1988), pp. 3–28.Robert F. Cushman, et al., The Handbook of Joint Venturing (McGraw-Hill Professional Publishing 1989).Deepak K. Datta, “International Joint Ventures: A Frame-work for Analysis,” 14(2) J. of Gen. Mgmt. 78–90 (1988).J. Michael Geringer and Louis Hebert, “Control and Per-formance of International Joint Ventures,” 20(2) J. of Int’ l Bus. Studies, 235–255 (1989).

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J. Peter Killing, “How to Make a Global Joint Venture Work.” 61(3) Harvard Bus. Rev. 120–127 (1982).Bruce Kogut, “A Study of the Life Cycle of Joint Ven-tures,” in F. Contractor and P. Lorange eds., Co-operative Strategies in International Business—Joint Ventures and Technology Partnerships between Firms (Lexington Books 1988), pp. 169–185.Gregory E. Osland and S. Tamer Cavusgil, 38(2) “Perfor-mance Issues in US-China Joint Ventures,” 38(2) Cal. Mgmt. Rev. 106–130 (1996).Arvind Parkhe, “International Joint Ventures,” in B.J. Punnett and O. Shenkar, eds., Handbook for International Management Research (Blackwell 1996).Ana Valdes Llaneza and Estaban Garcia-Canal, “Dis-tinctive Features of Domestic and International Joint Ventures,” 38(1) Mgmt. Int’ l Rev. 49–66 (1998).Alex Wilmerding, Venture Capital Term Sheets & Valua-tions (Aspatore Books 2005).Ronald Charles Wolf, Effective International Joint Venture Management (M.E. Sharpe 2000).Aimin Yan and Barbara Gray, “Bargaining Power, Man-agement Control, and Performance in United States–Chi-na Joint Ventures—a Comparative Case Study,” 37(6) Academy of Mgmt. J. 1478-1517 (1994).

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jFor Additional Information


Sometimes executives and counsel structure a joint venture without adequate input from operational managers or complete understanding of field-level conditions. If you are negotiating and structuring a joint venture, it’s critical that you communicate with the operational managers who will have to live with your decisions. Those managers can often provide valuable input early in the process and save the venture from significant cost and possible failure. Remem-ber, they know things you don’t and can’t know.

It is much easier to get this important on-the-ground feedback if the parties have preliminarily chosen the IJV’s management. Experienced managers can be very helpful to both sides in making sure that the important business

issues are attended to in the negotiation and documenta-tion of the joint venture agreement.

Lack of management autonomy As discussed above, management autonomy is also

critical for successful IJVs. A joint venture whose manage-ment is dominated by either party, or whose hands are tied unless both parties agree on operational issues, is unlikely to succeed.

No exit strategy The lack of an exit strategy is an oft-cited problem for IJVs.

Such a strategy is vital, given the fact that most IJVs are finite

one of the biggest mistakes a joint venture partner can make in negotiating an IJV is to be unwilling to walk away from a bad deal. As in every business transaction, there should be a point beyond which a joint venture partner will not go in respect to critical business and legal issues.

in duration and a step toward a more permanent solution to the market needs of one or both parties. Lack of an exit strategy can result in significant and unnecessary financial loss due to inefficiency, reorganization costs, antitrust liability, or worse.

Creating an exit strategy can be tough. It is difficult at the inception of a partnership to plan for its end. There can be many unseen barriers to efficient dismantling of an international venture, including legal, economic, politi-cal, and social obstacles. A common way of handling this issue is for the joint venture agreement to provide that one or the other of the parties can acquire 100 percent of the venture at the close of the venture’s initial term.

Chasing the deal One of the biggest mistakes a joint venture partner can

make in negotiating an IJV is to be unwilling to walk away from a bad deal. As in every business transaction, there should be a point beyond which a joint venture partner will not go in respect to critical business and legal issues. “Chasing the deal” almost always results in a bad deal. One cannot negotiate a good deal unless one is willing to walk away from an unacceptable one.

The Right Deal at the Right Time The top tip for ensuring the success of your IJV? Avoid

the fatal triangle of wrong deal, wrong partner, and wrong reasons. Do your homework and due diligence; know whether an IJV is the right approach to the mar-ketplace; find the right partner; and negotiate a win-win deal. Then document the deal with a finite and compre-hensive agreement that allows management to make good decisions and implement them, and allows the organiza-tion to evolve and change as the marketplace itself does. If you do all of that, you will be well on your way to IJV success.

The authors extend their thanks and appreciation to Davis Wright Tremaine LLP associates brian buckham and Sean Malcolm for their invaluable research and edit-ing assistance.

Have a comment on this article? Email [email protected].

Paul Ehrlich and Milton R. Stewart, “International Joint Ventures: A Practi-cum,” ACC Docket 24, no. 6 (June 2006): 52-67. Copyright © 2006, the As-sociation of Corporate Counsel. All rights reserved.

ACC Docket June 200667

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International Joint Ventures