Exploring the U.S. Securities and Exchange Commission’s Edgar database by sampling joint venture contracts

Vélez-Calle, Andrés; Robledo-Ardila, Cristina

doi:10.1057/s41310-020-00087-w

Cited by 3 publications

(2 citation statements)

References 34 publications

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“…The contract is not only a legal instrument to solve potential problems but a coordination mechanism through which the interests of the parties are aligned (Schepker et al, 2014). Therefore, in addition to legal clauses, joint venture agreements include clauses detailing (inter alia) duties, obligations and tasks, contributions, profit distribution, production mandates, real options, duration, and resolution of disputes (Faems et al, 2008;Lumineau and Malhotra, 2011;Velez-Calle and Robledo Ardila, 2020). The more complete the contract, the more prepared the parties are for contingencies.…”

Section: Theoretical Background and Hypotheses: Joint Ventures And Culturementioning

confidence: 99%

Cultural communication style and international joint venture contract length

Vélez-Calle

Sosa

Large

2021

Int'l Jnl of Cross Cultural Management

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Purpose: Culturally bound communication styles affect the length of verbal and written messages. Legal contracts are no exception. This paper aims to explore the relationship between cultural communication style and the level of written detail in international joint venture (IJV) contracts. Using a database of actual IJV contracts, we empirically test the relationship between the parties’ cultural communication styles, cultural distance, and the textual length of contracts. We apply Edward T. Hall’s high- and low-context communication construct and find that contracts are longer when made between parties of low- and high-context cultures and shorter when both parties come from high-context cultures relative to when both parties are low context. Additionally, we find that the higher the cultural distance in terms of individualism versus collectivism between partners, the shorter the text of the contracts. The results highlight the influence of culture on contract text length and, as such, on contract negotiation and design costs. This article contributes to the culture and strategic alliance literature by going beyond the assumption that low-context culture contracts are longer and high-context culture contracts shorter by testing it empirically.

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Section: Theoretical Background and Hypotheses: Joint Ventures And Culturementioning

confidence: 99%

Cultural communication style and international joint venture contract length

Vélez-Calle

Sosa

Large

2021

Int'l Jnl of Cross Cultural Management

Self Cite

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“…Our selections reflect a dual desire to evaluate material ventures among prominent global companies, and to ensure strong cross‐industry and cross‐geographic representation. Some of the agreements reviewed are public and available on EDGAR or other public databases (Velez‐Calle and Robledo‐Ardila 2020).…”

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confidence: 99%

Misalignment Management in Joint Ventures: Drafting JV Agreements to Prevent, De‐escalate, and Resolve Disputes

Bamford¹,

Drutowski²,

Fernandes³

et al. 2022

Negotiation Journal

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As with any group endeavor, joint ventures and partnerships are inherently prone to misalignment, deadlock, and disputes, given the constant evolution of partner strategies, interests, and constraints. Ideally, JV contractual agreements would be structured to manage those misalignments as they emerge, but the typical JV agreement utilizes boilerplate dispute resolution language without considering a fulsome slate of contractual paths to creatively prevent, de-escalate, or resolve such misalignments. This article offers a range of practical

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International Joint Venture Governance Mechanisms: The Role of Institutional Environment on Contract Design

Choi,

Velez‐Calle,

Contractor

2024

Corporate Governance

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Research Question/IssueWhat contract provisions and clauses should be emphasized in international joint venture (IJV) contracts to mitigate the challenges arising from the host country's institutional environment? This study examines how the institutional environment of the host country influences the design of IJV contracts and their governance.Research Findings/InsightsWe analyzed 23 contract provisions and clauses across 390 IJVs established between 2000 and 2016. Our findings indicate that control clauses detailing legal remedies and safeguards are used more frequently in host countries with more flexible and less formalized legal systems. Additionally, management structure clauses specifying internal governance mechanisms are more often used when contract enforcement in the court of a host country takes longer. Furthermore, host countries that lack abilities to control corruption increase the use of management structure clauses in IJV contract agreements.Theoretical/Academic ImplicationsBy delving into the IJV contract structure, this study enhances our understanding of the role of a host country's institutional environment in the use of different types of IJV contract provisions/clauses.Practitioner/Policy ImplicationsAlliance negotiators and practitioners should be aware of the contract clauses that are particularly essential in specific foreign legal environments. Management structure clauses should be incorporated more often when the foreign nation is prone to corruption, government favoritism, and inefficient legal processes. The greater use of control clauses is necessary when the host country controls corruption well and the legal system is less formalized.

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Exploring the U.S. Securities and Exchange Commission’s Edgar database by sampling joint venture contracts

Cited by 3 publications

References 34 publications

Cultural communication style and international joint venture contract length

Cultural communication style and international joint venture contract length

Misalignment Management in Joint Ventures: Drafting JV Agreements to Prevent, De‐escalate, and Resolve Disputes

International Joint Venture Governance Mechanisms: The Role of Institutional Environment on Contract Design

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