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61-580: Marchesi Antinori Srl is an Italian wine company, based in Florence , Tuscany , that can trace its history back to 1385. They are one of the biggest wine companies in Italy, and their innovations played a large part in the " Super-Tuscan " revolution of the 1970s. Antinori is a member of the Primum Familiae Vini and the 10th oldest family owned company in the world. Rinuccio di Antinoro

122-439: A 2.2 percent average ROA, while wholly owned and controlled affiliates in the U.S. only realized a 0.7 percent ROA." In European law , the term "joint venture" is an exclusive legal concept, better defined under the rules of company law . In France , the term "joint venture" is variously translated as "association d'entreprises", "entreprise conjointe", "coentreprise" or "entreprise commune". A JV can be brought about in

183-713: A JV aimed at defining standards or serving as an "industry utility" that provides a narrow set of services to industry participants. Some major joint ventures include United Launch Alliance , Vevo , Hulu , Virgin Media O2 , Penske Truck Leasing , and Owens-Corning . According to Gerard Baynham of Water Street Partners, there has been much negative press about joint ventures, but objective data indicate that they may actually outperform wholly owned and controlled affiliates . He writes, "A different narrative emerged from our recent analysis of U.S. Department of Commerce (DOC) data, collected from more than 20,000 entities. According to

244-526: A company. By its formation, the JV becomes a new entity with the implications that: On the receipt of the Certificate of Incorporation, a company can commence its business. This is a legal area and is fraught with difficulty as the laws of countries differ, particularly on the enforceability of "heads of" or shareholder agreements. For some legal reasons, it may be called a Memorandum of Understanding . It

305-496: A principal disadvantage is absence of an interested and influential Chinese party. As of the 3rd Quarter of 2004, WFOEs had replaced EJVs and CJVs as follows: (*)=Financial Vventures by EJVs/CJVs (**)=Approved JVs These enterprises are formed under the Sino-Foreign Investment Act. The capital is composed of value of stock in exchange for the value of the property given to the enterprise. The liability of

366-506: A richer wine by eliminating the white grapes from the Chianti blend, and instead, adding Bordeaux varietals (namely, Cabernet Sauvignon and Merlot). He was inspired by Sassicaia, of which he was given the sale agency by his uncle Mario Incisa della Rocchetta . The result was one of the first Super Tuscans, which he named Tignanello , after the vineyard where the grapes were grown. What was formerly Chianti Classico Riserva Vigneto Tignanello,

427-582: A specification for the method of production of vino cotto . Vincotto , typically from Basilicata and Apulia regions, also starts as a cooked must but is not fermented , resulting in a sweet syrup suitable for the preparation of sweets and soft drinks. In Roman times it was known as sapa in Latin and epsima in Greek, the same names that are often used for it, respectively, in Italy and Cyprus. Joint venture A joint venture ( JV )

488-487: Is a business entity created by two or more parties, generally characterized by shared ownership , shared returns and risks , and shared governance. Companies typically pursue joint ventures for one of four reasons: to access a new market, particularly emerging market ; to gain scale efficiencies by combining assets and operations; to share risk for major investments or projects; or to access skills and capabilities. Most joint ventures are incorporated, although some, as in

549-505: Is a form of wine from the Marche and Abruzzo regions of central Italy . It is typically made by individuals for their own use as it cannot legally be sold as wine. The must, from any of several local varieties of grapes, is heated in a copper vessel where it is reduced in volume by up to a third before fermenting in old wooden barrels. It can be aged for years, barrels being topped up with each harvest. The Marche authorities have set down

610-497: Is a list of the most common and important of Italy's many grape varieties. Other important whites include Carricante, Coda de Volpe, Cortese, Falanghina , Grechetto , Grillo , Inzolia , Picolit , Traminer , Verduzzo , and Vernaccia . Other major red varieties are Cannonau , Ciliegiolo , Gaglioppo , Lagrein , Lambrusco , Monica , Nerello Mascalese , Pignolo , Refosco , Schiava , Schioppettino , Teroldego , and Uva di Troia . The term Super Tuscan (mostly used in

671-404: Is allowed to enter into contracts with appropriate government authorities to acquire land use rights, rent buildings, and receive utility services. In this it is more similar to a CJV than an EJV. WFOEs are expected by PRC to use the most modern technologies and to export at least 50% of their production, with all of the investment is to be wholly provided by the foreign investor and the enterprise

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732-604: Is described below. The EJV Law is between a Chinese partner and a foreign company. It is incorporated in both Chinese (official) and in English (with equal validity), with limited liability. Prior to China's entry into WTO – and thus the WFOEs – EJVs predominated. In the EJV mode, the partners share profits, losses, and risk in equal proportion to their respective contributions to the venture's registered capital. These escalate upwardly in

793-470: Is done in parallel with other activities in forming a JV. Though dealt with briefly for a shareholders' agreement , some issues must be dealt with here as a preamble to the discussion that follows. There are also many issues which are not in the Articles when a company starts up or never ever present. Also, a JV may elect to stay as a JV alone in a "quasi partnership" to avoid any nonessential disclosure to

854-456: Is produced in every region of Italy . Italy is the country with the widest variety of indigenous grapevine in the world, with an area of 702,000 hectares (1.73 million acres) under vineyard cultivation, as well as the world's second largest wine producer and the largest exporter as of 2023 . Contributing 49.8 million hl of wine in 2022, Italy accounted for over 19.3% of global production, ahead of France (17.7%) and Spain (13.8%);

915-566: Is recorded as making wine at the Castello di Combiate near the Tuscan town of Calenzano in 1180. The castello was destroyed in 1202, and the family moved to Florence , where they were involved in silk weaving and banking. In 1385, Giovanni di Piero Antinori joined the Guild of Winemakers, and this is the date usually taken as the start of the wine business. The fame of their wine expanded over

976-470: Is what will happen if the firm is dissolved, if one of the partners dies, or if the firm is sold. Often, the most successful JVs are those with 50:50 partnership with each party having the same number of directors but rotating control over the firm, or rights to appoint the Chairperson and Vice-chair of the company. Sometimes a party may give a separate trusted person to vote in its place proxy vote of

1037-515: Is within his total control. WFOEs are typically limited liability enterprises. Like with EJVs, but the liability of the directors, managers, advisers, and suppliers depends on the rules which govern the Departments or Ministries which control product liability, worker safety or environmental protection. An advantage the WFOE enjoys over its alternates is enhanced protection of its know-how but

1098-624: The indicazione geografica tipica category (technically indicating a level of quality between vino da tavola and DOC(G)) in 1992 and the DOC Bolgheri label in 1994 helped bring Super Tuscans "back into the fold" from a regulatory standpoint. Since the pioneering work of the Super Tuscans, there has been a rapid expansion in the production of high-quality wines throughout Italy that do not qualify for DOC or DOCG classification. Many international wine guides and wine publications rate

1159-1224: The English-speaking world and less known in Italy) describes any wine (mostly red, but sometimes also white) produced in Tuscany that generally does not adhere to the traditional local DOC or DOCG regulations. As a result, Super Tuscans are usually Toscana IGT wines, while others are Bolgheri DOC , a designation of origin rather open to international grape varieties. Traditional Tuscan DOC(G)s require that wines are made from native grapes and mostly Sangiovese . While sometimes Super Tuscans are actually produced by Sangiovese alone, they are also often obtained by (1) blending Sangiovese with international grapes (such as Cabernet Sauvignon , Merlot , Cabernet Franc , and Syrah ) to produce red wines, (2) blending international grapes alone (especially classic Bordeaux grapes for reds; Chardonnay and Sauvignon blanc for whites), or (3) using one single international variety. Although an extraordinary amount of wines claim to be "the first Super Tuscan", most would agree that this credit belongs to Sassicaia ,

1220-664: The Villa Medici at Cafaggiolo . Bernardino was arrested and later killed in prison. Cosimo I exiled his son Pietro to Spain. In 1900, Piero Antinori bought several vineyards in the Chianti Classico region, including 47 hectares at Tignanello. His son Niccolò scandalised Tuscany in 1924 by making a Chianti containing Bordeaux wine varieties. He continued to experiment over the following years with new blends, types of barrel, temperature control and bottle ageing . Niccolò retired in 1966, to be replaced by his son Piero who

1281-486: The World Trade Organization (WTO) around 2001 has had profound effects on foreign investment. Not being a JV, they are considered here only in comparison or contrast. To implement WTO commitments, China publishes from time to time updated versions of its "Catalogs Investments" (affecting ventures) prohibited, restricted. The WFOE is a Chinese legal person and has to obey all Chinese laws. As such, it

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1342-464: The oil and gas industry , are "unincorporated" joint ventures that mimic a corporate entity. With individuals, when two or more persons come together to form a temporary partnership for the purpose of carrying out a particular project, such partnership can also be called a joint venture where the parties are " co-venturers ". The venture can be a business JV (for example, Dow Corning), a project/asset JV intended to pursue one specific project only, or

1403-450: The "constitution" of a company in these countries. The articles of association regulate the interaction between shareholders and the directors of a company and can be a lengthy document of up to 700,000 or so pages. It deals with the powers relegated by the stockholders to the directors and those withheld by them, requiring the passing of ordinary resolutions , special resolutions and the holding of Extraordinary General Meetings to bring

1464-459: The DOC data, foreign joint ventures of U.S. companies realized a 5.5 percent average return on assets (ROA), while those companies' wholly owned and controlled affiliates (the vast majority of which are wholly owned) realized a slightly lower 5.2 percent ROA. The same story holds true for investments by foreign companies in the U.S., but the difference is more pronounced. U.S.-based joint ventures realized

1525-640: The Founder at board meetings. Recently, in a major case the Indian Supreme Court has held that Memorandums of Understanding (whose details are not in the articles of association) are "unconstitutional" giving more transparency to undertakings. A JV is not a permanent structure. It can be dissolved when: Joint ventures are risky forms of business partnerships . Literature in business and management has paid attention to different factors of conflict and opportunism in joint ventures, in particular

1586-614: The Italian wine industry, leading to far-reaching changes in rules and attitudes. Although the Chianti Classico DOCG rules have changed to accommodate wines such as Tignanello, the Antinoris continue to sell it as a Toscana IGT wine. Emboldened by the success of the 20% Bordeaux blend Tignanello, in 1978 Antinori launched Solaia - containing 80% Cabernet Sauvignon - from the neighbouring vineyard. Antinori responded to

1647-464: The JV's life, giving the option to the foreign investor, by holding higher equity, obtains a faster rate of return with the concurrent wish of the Chinese partner of a later larger role of maintaining long-term control. The parties in any of the ventures, EJV, CJV or WFOE prepare a feasibility study outlined above. It is a non-binding document – the parties are still free to choose not to proceed with

1708-552: The Romans planted their own vineyards . The Romans greatly increased Italy's viticultural area using efficient viticultural and winemaking methods. Vines have been cultivated from the wild Vitis vinifera grape for millennia in Italy. It was previously believed that viticulture had been introduced into Sicily and southern Italy by the Mycenaeans , as winemaking traditions are known to have already been established in Italy by

1769-536: The US) covering know-how and trademarks and supply-of-equipment agreements. The minimum equity is prescribed for investment truncated, where the foreign equity and debt levels are: There are also intermediary levels. The foreign investment in the total project must be at least 25%. No minimum investment is set for the Chinese partner. The timing of investments must be mentioned in the Agreement and failure to invest in

1830-614: The United States, e.g. at the Pebble Beach resort and retail distribution throughout the United States by Ste. Michelle Wine Estates. The company and family were featured in a segment of the CBS newsmagazine 60 Minutes reported by Morley Safer on October 12, 2008; the segment was aired again on May 3, 2009, and on May 22, 2016, following Safer's death. Italian wine Italian wine ( Italian : vino italiano )

1891-530: The brainchild of marchese Mario Incisa della Rocchetta , who planted Cabernet Sauvignon at his Tenuta San Guido estate in Bolgheri back in 1944. It was for many years the marchese's personal wine, until, starting with the 1968 vintage, it was released commercially in 1971. In 1968 Azienda Agricola San Felice produced a Super Tuscan called Vigorello, and in the 1970s Piero Antinori , whose family had been making wine for more than 600 years, also decided to make

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1952-461: The cases, the status of the formed enterprise is that of a legal Chinese person which can hire labor directly as, for example, a Chinese national contactor. The minimum of the capital is registered at various levels of investment. Other differences from the EJV are to be noted: Convenience and flexibility are the characteristics of this type of investment. It is therefore easier to find co-operative partners and to reach an agreement. With changes in

2013-622: The death of Mao Zedong in 1976, initiatives in foreign trade began to be applied, and law applicable to foreign direct investment was made clear in 1979, while the first Sino-foreign equity venture took place in 2001. The corpus of the law has improved since then. Companies with foreign partners can carry out manufacturing and sales operations in China and can sell through their own sales network. Foreign-Sino companies have export rights which are not available to wholly Chinese companies, as China desires to import foreign technology by encouraging JVs and

2074-503: The directors' decision to bear. A Certificate of Incorporation or the Articles of Incorporation is a document required to form a corporation in the U.S. (in actuality, the state where it is incorporated) and in countries following the practice. In the US, the "constitution" is a single document. The Articles of Incorporation is again a regulation of the directors by the stock-holders in

2135-436: The first official Italian system of classification of wines was launched. Since then, several modifications and additions to the legislation have been made, including a major modification in 1992. The last modification, which occurred in 2010, established four basic categories which are consistent with the latest European Union wine regulations (2008–09). The Italian Ministry of Agriculture (MIPAAF) regularly publishes updates to

2196-471: The following major ways: In the UK , India , and in many common law countries, a joint-venture (or else a company formed by a group of individuals) must file its memorandum of association with the appropriate authority. This is a statutory document which informs the public of its existence. It may be viewed by the public at the office in which it is filed. Together with the articles of association , it forms

2257-523: The following year, production decreased by 11.5 million hl, and Italy was surpassed by France. Italian wine is also popular domestically among Italians, who consume a yearly average of 46.8 litres per capita, ranking third in world wine consumption. The origins of vine-growing and winemaking in Italy has been illuminated by recent research, stretching back even before the Phoenician , Etruscans and Greek settlers, who produced wine in Italy before

2318-423: The government or the public. Some of the issues in a shareholders' agreement are: There are many features which have to be incorporated into the shareholders' agreement which is quite private to the parties as they start off. Normally, it requires noтуОЧ submission to any authority. The other basic document which must be articulated is the Articles, which is a published document and known to members. This repeats

2379-567: The indicated time, draws a penalty. Co-operative Joint Ventures (CJVs) are permitted under the Sino-Foreign Co-operative Joint Ventures. Co-operative enterprises are also called Contractual Operative Enterprises. The CJVs may have a limited structure or unlimited – therefore, there are two versions. The limited-liability version is similar to the EJVs in status of permissions – the foreign investor provides

2440-956: The inflation of the 1980s and 1990s with a frantic programme of investment in wineries and vineyards, most notably the Atlas Peak winery in California in 1985, and 325 hectares around Badia a Passignano in 1987. They also expanded into Piedmont and Apulia , and set up joint ventures in Bátaapáti, Hungary, Stag's Leap and Col Solare in the USA, Malta, Romania, and Chile. Antinori took complete ownership of Col Solare in 2024. Antinori also owns and partners in retail outlets such as Cantinetta Antinori and "Procacci" in Via Tornabuoni in Florence, Italy. The retail presence even extends to

2501-539: The influence of parent control structure, ownership change, and volatile environment. Government procurement regulations, such as the Federal Acquisition Regulation (FAR) in the United States, may specify how joint ventures are to be approached as suppliers or confirm that a joint venture or other form of contractor partnering is seen as a "desirable" arrangement for supplying to government. The FAR states that The Government will recognize

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2562-405: The integrity and validity of contractor team arrangements [including joint ventures], provided the arrangements are identified and company relationships are fully disclosed in an offer or, for arrangements entered into after submission of an offer, before the arrangement becomes effective. The Government will not normally require or encourage the dissolution of contractor team arrangements. Under

2623-719: The latest technologies. Under Chinese law, foreign enterprises are divided into several basic categories. Of these, five will be described or mentioned here: three relate to industry and services and two as vehicles for foreign investment. Those five categories of Chinese foreign enterprises are: the Sino-Foreign Equity Joint Ventures (EJVs), Sino-Foreign Co-operative Joint Ventures (CJVs), Wholly Foreign-Owned Enterprises (WFOE), although they do not strictly belong to Joint Ventures, plus foreign investment companies limited by shares (FICLBS), and Investment Companies through Foreign Investors (ICFI). Each category

2684-480: The law, it becomes possible to merge with a Chinese company for a quick start. A foreign investor does not need to set up a new corporation in China. Instead, the investor uses the Chinese partner's business license, under a contractual arrangement. However, under the CJV, the land stays in the possession of the Chinese partner. There is another advantage: the percentage of the CJV owned by each partner can change throughout

2745-402: The majority of funds and technology and the Chinese party provides land, buildings, equipment, etc. However, there are no minimum limits on the foreign partner which allows him to be a minority shareholder. The other format of the CJV is similar to a partnership where the parties jointly incur unlimited liability for the debts of the enterprise with no separate legal person being created. In both

2806-595: The most popular Italian wines. Among the Italian publications, Gambero Rosso is probably the most influential. In particular, the wines that are annually given the highest rating of "three glasses" ( Tre Bicchieri ) attract much attention. Recently, other guides, such as Slow Wine, published by Slow Food Italia, and Bibenda, compiled by the Fondazione Italiana Sommelier, have also gained attention both among professionals and amateurs. Vino cotto ( lit.   ' cooked wine ' )

2867-603: The official classification. The categories, from the bottom to the top level, are: Important wine-relevant geographic characteristics of Italy include: The main wine production areas in Italy, with the wine-growing areas, the main vines (the native ones in italics) and the main wines produced: Italy is the country with the widest variety of indigenous grapevine in the world. Italy's Ministry of Agriculture and Forestry (MIPAAF), has documented over 350 grapes and granted them "authorized" status. There are more than 500 other documented varieties in circulation as well. The following

2928-474: The project. The feasibility study must cover the fundamental technical and commercial aspects of the project, before the parties can proceed to formalize the necessary legal documentation. The study should contain details referred to earlier under Feasibility Study (submissions by the Chinese partner). There is basic law of the PRC concerning enterprises with sole foreign investment controls, WFOEs. China's entry into

2989-549: The rules applicable to public procurement in the European Union , public bodies may insist that suppliers intending to provide goods and services through a joint partnership accept joint liability for the execution of the contract. According to a 2003 report of the United Nations Conference on Trade and Development , China was the recipient of US$ 53.5 billion in direct foreign investment, making it

3050-440: The same proportion as the increase in registered capital. The JV contract accompanied by the articles of association for the EJV are the two most fundamental legal documents of the project. The Articles mirror many of the provisions of the JV contract. In case of conflict the JV document has precedence. These documents are prepared at the same time as the feasibility report. There are also the ancillary documents (termed "offsets" in

3111-435: The shareholders agreement as to the number of directors each founder can appoint to the board of directors; whether the board controls or the founders; the taking of decisions by simple majority (50%+1) of those present or a 51% or 75% majority with all directors present (their alternates/ proxy ); the deployment of funds of the firm; extent of debt; the proportion of profit that can be declared as dividends; etc. Also significant

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3172-720: The time the Phoenician and Greek colonists arrived on Italy's shores around 1000–800 BC. However, archeological discoveries on Monte Kronio in 2017 revealed that viticulture in Sicily flourished at least as far back as 4000 BC — some 3,000 years earlier than previously thought. Also on the peninsula, traces of Bronze Age and even Neolithic grapevine management and small-scale winemaking might suggest earlier origins than previously thought. Under ancient Rome large-scale, slave-run plantations sprang up in many coastal areas of Italy and spread to such an extent that, in AD 92, Emperor Domitian

3233-518: The title of Marquis from the House of Habsburg-Lorraine in the 18th century. In the second half of the 16th century, Bernardino Antinori had a relationship with Dianora di Toledo , wife of Pietro de' Medici the son of Cosimo I . Pietro, who was known at the time for his brutality and dishonesty, discovered the relationship, accused his wife of adultery and strangled her with a dog leash in July 1576 at

3294-409: The vintage, modern Italy is the world's largest or second-largest wine producer. In 2005, production was about 20% of the global total, second only to France, which produced 26%. In the same year, Italy's share in dollar value of table wine imports into the U.S. was 32%, Australia's was 24%, and France's was 20%. Along with Australia, Italy's market share has rapidly increased in recent years. In 1963,

3355-571: The wine was ineligible for the Chianti Classico appellation; from the vintage 1975 onwards, the blend contained Cabernet Sauvignon. Technically Tignanello was not the first 'Super Tuscan' – that honour goes to Sassicaia , created by a relative of the Antinoris, the Marquis Mario Incisa della Rocchetta – even though the Antinoris were experimenting with Cabernet blends since the 1920s. But it was Tignanello that really shook up

3416-426: The world's largest recipient of direct foreign investment for the first time, to exceed the US. Also, it approved the establishment of nearly 500,000 foreign-investment enterprises. The US had 45,000 projects by 2004 with an in-place investment of over 48 billion. Until recently, no guidelines existed on how foreign investment was to be handled due to the restrictive nature of China toward foreign investors. Following

3477-537: The years, to the extent that in 1506 they could afford to pay 4,000 florins for the Palazzo Antinori , built for the Boni family in the 1460s. At this time, Alessandro Antinori was one of the richest men in Florence, but like many Florentines he was soon bankrupted by the ravages of Charles V of Spain and the economic effect of his New World gold. Nonetheless the family prospered in the ensuing peace and gained

3538-537: Was customary, at the time, for young people to drink wine mixed with a good proportion of water. As the laws on provincial viticulture were relaxed, vast vineyards began to flourish in the rest of Europe, especially Gaul (present-day France) and Hispania . This coincided with the cultivation of new vines, such as biturica, an ancestor of the Cabernets . These vineyards became so successful that Italy ultimately became an import centre for provincial wines. Depending on

3599-518: Was even more innovative. He investigated early harvesting of white grapes, different types of barrique , stainless steel vats and malolactic fermentation of red wines . The real revolution came in 1974 with the launch of Tignanello's first vintage, 1971: a barrique-aged wine from the vineyard bearing the same name containing Cabernet Sauvignon and Cabernet Franc . Although the initial blend did not yet contain any Cabernet Sauvignon or Cabernet Franc, no white grape varieties were used, which meant that

3660-453: Was forced to destroy a great number of vineyards in order to free up fertile land for food production. During this time, viticulture outside of Italy was prohibited under Roman law. Exports to the provinces were reciprocated in exchange for more slaves, especially from Gaul . Trade was intense with Gaul, according to Pliny , because the inhabitants tended to drink Italian wine unmixed and without restraint. Although unpalatable to adults, it

3721-573: Was pulled from the DOC in 1971, first eliminating the white grapes (then compulsory in Chianti DOC) and gradually adding French varieties. By 1975, Tignanello was made with 85% Sangiovese, 10% Cabernet Sauvignon, and 5% Cabernet Franc, and it remains so today. Because these wines did not conform to strict DOC(G) classifications, they were initially labelled as vino da tavola ( lit.   ' table wine ' ), an old official category ordinarily reserved for lower quality wines. The creation of

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