We are glad to present you the 20th issue of the St. Petersburg International Legal Forum Digest!
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If there is a legal recipe to create a longlasting and fruitful partnership? We are glad to present you the session 7.1. Joint Venturing with a Foreign Investor: How to Make a Partnership Work
News of the Forum
The Forum will bring together representatives of Russian and other CIS corporate and international lawyers in the session 7.1 “Joint Venturing with a Foreign Investor: How to Make a Partnership Work”.
Cornelia Topf, Partner at Gleiss Lutz, will act as a moderator of the roundtable. The discussion will be attended by Arman Berdalin, Partner at Sayat Zholshy & Partners, Svetlana Gerbel, Vice-President, Head of Legal Department, Siemens LLC, Suren Gortsunyan , Partner at Akin Gump, Igor Makarov, Deputy Chief Executive Officer for Legal Affairs of Basic Element, Alexey Malovatsky , Executive M&A Director of Holding company "Sistema", Anna Serebryanikova, Head of Legal Affairs and GR of Megafon.
For decades CIS corporations partner with international investors in diverse business areas. In many cases the partners have successfully achieved the goals of the partnership, but occasionally joint ventures also fail to satisfy the partners' expectations. In the round table session the speakers will discuss what legal framework is needed to make a partnership work and how corporate governance rules, deadlock provisions and exit options in fact work out in practice. In the course of the session the following topics will be covered:
- Corporate governance: corner stones of corporate governance provisions in the joint venture agreement, e.g., composition of boards, allocation of voting power.
- Deadlock – one of the crucial traps of a partnership: Roadmap to solve a deadlock via stipulated escalation mechanics vs. solving the issue "on the go". How do escalation mechanics work out in practice?
- Financing: agreement on initial financing, emergency financing, protection against dilution.
- Investment protection and minority rights: how much protection should be included in the joint venture documentation without being overprotective?
- Exit: must there always be an option to unilaterally exit the partnership? Potential exit scenarios can include put and call options, shoot-out procedures, a joint sale by an auction process, tag and drag along rights combined with rights of first refusal and rights of first offer. Is this a playing field for lawyers only or are those routes being followed in practice?
- 50:50 joint ventures: marriage forever or partnership for a limited period in time?
Meanwhile representatives of 29 states have already registered for the Forum.
Don’t Let “Age Profiling” Slow Your Firm
“You simply can’t predict mindset or receptivity based on vintage or era”
Both older and younger lawyers can let all kinds of intergenerational nonsense get in the way of clear thinking. The misunderstandings that result can do actual damage to their firms.
Older lawyers have told me that lawyers in the younger generation simply do not have the values that they did. “The younger generation expects to have it all. They didn’t need to earn it the way we did. They lack our principles and they lack empathy. Mature lawyers have to suffer and figure out what to do with these aberrations.”
For their part, younger lawyers have knowledge of technology that the senior lawyers at the firm do not. Some seem to believe that the mature generation should just scramble into their graves. Then, free of the deadwood, they will be able to get on with utilizing the best and most modern technology to serve the clients of the firm.
As most rational people realize, both points of view are riddled with emotional nonsense. The younger generation is not lazy. The younger generation does not lack values. The younger generation has empathy and wants to serve others. They may want to do things a little differently than their predecessors, but they are no less righteous or valuable.
For their part, some senior people at law firms understand technology better than the newer generations. “What?” you may say. “How can this be? The younger generation texts rather than using voicemail. These younger lawyers understand gaming technology. Isn’t gamification an important new concept with a host of real-world applications?”
These are opinions. But what is the reality? In my work with law firms, I have noticed that while the younger generation may text rather than use voicemail, and may prefer email to picking up the telephone, there is no guarantee whatsoever that the thirty-something lawyer has any clue about how to use current technology to manage projects or to streamline systems. Please note that I didn’t say that the younger generation isn’t at the forefront of the evolving technology. It is. But for the most part, the technology leaders just don’t happen to be lawyers. Furthermore, in many of the firms I serve, it is the senior practitioners who have been struggling to figure out how to add value to quench the insatiable appetite of the ever-more demanding clients. Not every senior lawyer is so forward-thinking, to be sure, but a good many of them are.
In short, you simply can’t predict mindset or receptivity based on vintage or era. To do so is “ageism” – whether you are making presumptions about younger people or older ones.
My strong recommendation to those law firms who do not yet have research and development (and/or “skunk works”) groups is that they get busy and start forming them. And don’t let your bigotry exclude any generation. Invite those who are interested. Invite those who care. Let them run up the mast and be your early warning system. Give them some room. They don’t need a lot of budget to read and explore and understand what is going on around them. And if they do recommend something, be slow to reject their recommendation.
© 2014 Gerry Riskin. All rights reserved.