Tarptautinės jungtinės veiklos samprata tarptautinėje privatinėje teisėje

Abstract

This article comparatively analyses genesis and concept of the international joint venture, which is one of the main contemporary forms of foreign investment and one of the most important fields of economy and a popular form of strategic co-operation in business, according to the law of Lithuania, USA, Canada as well as international private law. Main features and forms of the international joint venture, i.e. joint enterprise and contractual joint venture, have been researched. The article ends with formulation of the definition of the international joint venture in international private law and presentation of the main conclusions.
The joint venture must be distinguished from other business co-operation agreements taking into consideration its subjective part, i.e. existence of joint purpose between its participants, as well as degree of integration of the latter. Cooperation between the parties may be called a joint venture only when that co-operation is based on a mutual contract, which provides for common purpose (project) that is planned to be reached (carried out) by participants of the joint venture, who contribute their efforts and/or property. However, such co-operation is not so close as to call it a complete merger or acquisition.
Materially the joint venture may be manifested either by joint constitution of a new legal person or merely by a joint venture contract signed by and between its participants. Thus the joint venture may be understood in two main senses. In strict sense, the joint venture means a joint enterprise which is founded by its participants while implementing their common investment purpose (project); and they contribute their property, money and other values that are not prohibited by the laws into the capital and activities of that enterprise, in return receiving stocks (shares) of the founded enterprise; and it is agreed between them to share the profit, losses, management and control (the most integrated joint venture). The very term “joint enterprise” does not determine a particular legal form of that enterprise, even though usually a limited liability company is chosen in order to limit liability of the participants. In the broadest sense, the joint venture is an agreement under which the parties agree to act together in order to reach some purpose or pursue some activity, and their property, work or knowledge is combined to that end; however, none new legal unit is founded (the least integrated joint venture).