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View the related checklists about Structural joint venture

Competition law and joint ventures—checklist

Competition law and joint ventures—checklist This checklist summarises the competition law considerations relevant to both structural and non-structural joint ventures (both merger control rules and antitrust laws). Structural or non-structural? The key consideration will be to determine whether a proposed joint venture is structural or non-structural/cooperative; the answer to this will determine how the joint venture is to be assessed. Structural joint ventures • A structural joint venture will include arrangements that produce long-lasting structural changes to the market by creating or changing the economic control of a legal entity, for example: ◦ the creation of a joint venture company ◦ the creation of a separate partnership between the parents ◦ changes to shareholder control. • Structural joint ventures will generally always fall within merger control rules (depending on notification thresholds being met). If merger control rules don't apply, it will be necessary to consider antirust rules. Non-structural/cooperative joint venture • A non-structural and/or cooperative joint venture will not include any changes to the economic control of any...

View the related practice notes about Structural joint venture

Chile merger control

Chile merger control A conversation with Diego Hernández, partner at Chilean law firm FerradaNehme, on key issues on merger control in Chile. NOTE–to see whether notification thresholds in Chile and throughout the world are met, see Where to Notify. 1. Have there been any recent developments regarding the Chilean merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Chile? On 1 June 2023, the current Chilean merger control regime marked six years since coming into force. This new regime, set out in Section IV of the Chilean Competition Act (Decree Law No. 211, DL 211), established a pre-emptive mandatory notification with the National Economic Prosecutors Office (Fiscalía Nacional Económica, FNE) for transactions qualifiable as ‘concentration operations’ that meet the thresholds indicated in question 4 below. The merger control comprises a two-stage investigation process: 30 working days for phase I once the notification is declared complete and an additional 90 working days for phase II, which can be...

Corporate joint ventures—glossary of terms

Corporate joint ventures—glossary of terms A A Definition Alternate director An individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s responsibilities in relation to the taking of decisions by the directors, in the absence of the alternate's appointor. Unlike the Table A articles, the Model Articles for private companies limited by shares do not contain provisions about the appointment or removal of alternate directors. A company that has adopted bespoke articles of association may include provisions for the appointment, removal, rights and responsibilities of alternates (for example see article 4 of Precedents: Articles of association—joint venture company—deadlock (50:50) and Articles of association—joint venture company—majority/minority). Articles of association Generally referred to simply as the Articles. It is the principal constitutional document of a company, dealing with management and administration issues, most notably the powers of directors, the transfer and issue of shares and board and member meetings. The Articles form the fundamental contract...