51-497: Angel Trains is a British rolling stock company (ROSCO). Together with Eversholt Rail Group and Porterbrook , it is one of the three original ROSCOs. Angel Trains was established in March 1994 as part of the privatisation of British Rail . In November 1995, it was bought by Nomura Holdings , Babcock & Brown , and former InterCity manager John Prideaux. By September of the following year, Angel Trains had contracts with 19 of
102-439: 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
153-713: 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
204-526: 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
255-437: A joint venture with a train operating company (TOC); it had reportedly encouraged by the recent sale of other ROSCOs, such as Porterbrook to Stagecoach in addition to alleged approaches by unidentified third parties. During December 1997, Angel Trains was purchased by the financial services group Royal Bank of Scotland in exchange for £395 million. The company had been sold at auction by its previous owners, according to
306-542: A large increase in passenger numbers following the WCML modernisation, the Department for Transport announced the procurement of four additional Class 390s, each with 11 cars, while 31 of the existing trainsets were also lengthened to 11 cars to provide increased capacity. In June 2008, Angel Trains was acquired by a consortium of Babcock & Brown , AMP Capital , Arcus European Infrastructure Fund and Deutsche Bank at
357-526: A major restructuring was undertaken. Since the 2010s, Angel Trains has arranged deals involving Hitachi -built high speed bi-mode trains, such as a deal for 19 five-car Class 802 for train operator TransPennine Express (TPE). Angel Trains has also participated in numerous programs to boost its rolling stock's efficiency and environmental credentials, such as converting several vehicles into hybrid diesel and battery-powered trains , as well as hydrogen fuel cells , as well as other initiatives. Angel Trains
408-496: 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
459-487: A private consultancy company owned by Prideaux, Prideaux & Associates , was utilised in this deal. By September 1996, Angel Trains had contracts in place with 19 of the 25 train operating companies in the UK, and owned approximately 3,755 vehicles, a third of which were less than eight years old at that time. Less than one year after the acquisition, Nomura was already examining options to merge or sell on Angel Trains, or form
510-620: A reported cost of £3.6 billion. Babcock & Brown's head of European infrastructure, Simon Gray, referred to the purchase as "one of the largest acquisitions in Europe in the last few months". At the time, Angel Trains held more than 40 per cent of the railway rolling stock leasing market in Britain. The 2008 takeover promptly led to a major restructuring of the business' activities; all of its international operations were split out into Angel Trains International , during January 2010, this division
561-487: 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
SECTION 10
#1732782847061612-404: 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
663-604: 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
714-470: 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
765-470: 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
816-515: 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
867-571: The Nova 1 by TPE, it was procured under plans to bolster its route capacity by roughly 80%. According to Robin Davis, TPE's Head of New Trains, a major rationale behind the Nova 1 was its bi-mode capability, noting that electrification ambitions often had much uncertainty, while a bi-mode fleet eliminated the operational risk to such uncertainty. Angel Trains has participated in numerous initiatives to improve
918-486: 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
969-464: 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
1020-450: 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
1071-518: The 2000s, Angel Trains considerably expanded its leasing business, especially in the continental European market. It entered into a joint venture with the German locomotive manufacturer Vossloh , which led to the formation of another leasing company Locomotion Capital , during 2000. Additionally, through investment in its international branches Angel Trains Cargo (leasing freight rolling stock) and Angel Trains Europa (leasing passenger rolling stock),
SECTION 20
#17327828470611122-483: The 25 train operating companies (TOCs) in the UK, and owned approximately 3,755 vehicles. During December 1997, Angel Trains was sold on to the Royal Bank of Scotland , leading to criticism of the firm having been previously undervalued. The firm quickly expanded into the continental European rail leasing business; this international branch of the firm would be split off as Angel Trains International during 2008 and
1173-612: The British newspaper The Independent , the bidding for Angel Trains had been quite vigorous. Around this time, allegations arose that companies such as Angel Trains had been privatised for sums that were far too small by the British Government, which led to an in-depth investigation being conducted by the National Audit Office in addition to separate reviews by regulators. Throughout the late 1990s and into
1224-459: 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
1275-640: 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
1326-464: 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
1377-536: 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
1428-461: 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
1479-699: The company became one of the largest rolling stock leasing companies in Europe - specifically in terms of freight locomotives. Angel Trains also entered into new leasing arrangements for brand new rolling stock around this time. One high profile example was the Class 390 'Pendolino' electric multiple units (EMUs), the initial order for which comprised 54 nine-car units at a cost of £500 million on behalf of Virgin West Coast . Unusually, these trains featured an active tilt system, designed to provide higher passenger comfort while travelling at speed around curves. Due to
1530-622: 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
1581-503: 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
Angel Trains - Misplaced Pages Continue
1632-472: The efficiency and environmental credentials of the railways. In September 2018, plans were announced by Angel Trains to convert Class 165 diesel multiple units into hybrid diesel and battery-powered trains . For this scheme, the original diesel-hydraulic drives were replaced by electric drives, the engines charge the batteries, making the drive effectively a hybridized diesel-electric drive; in February 2022,
1683-457: The first trainset was entered service with Chiltern Railways . In February 2020, ScotRail and Angel Trains announced plans to convert a Class 314 EMU, equipping it with hydrogen fuel cells , as a technical demonstration of the feasibility of using hydrogen to fuel trains. In July 2020, Riding Sunbeams formed a consortium that included Angel Trains to power electrified railway lines using 100 per cent renewable energy . During November 2021, it
1734-471: 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
1785-423: 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
1836-567: 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
1887-602: 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
1938-405: 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
1989-719: 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
2040-480: 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
2091-402: 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
Angel Trains - Misplaced Pages Continue
2142-474: 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
2193-549: 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
2244-440: 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
2295-435: 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
2346-441: The trains. Rolling stock companies have been criticized as rentier capitalist, in that they add little value to the end product versus direct ownership of the trains themselves, and extract large profits from what were once in many cases government owned and government-financed assets. This rail-transport related article is a stub . You can help Misplaced Pages by expanding it . Joint venture A joint venture ( JV )
2397-426: 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
2448-534: Was announced that Hitachi Rail and Angel Trains would trial the use of battery power on hybrid high speed trains in order to reduce fuel consumption. By June 2019, Angel Trains' inventory of rolling stock reportedly totalled 4,421 vehicles. The fleet Angel Trains inherited from British Rail in 1994 comprised: Rolling stock company A rolling stock company ( ROSCO ) or rolling stock leasing company owns and maintains railway engines and carriages which are leased to train operating companies who operate
2499-628: Was established on 21 March 1994 as a subsidiary of British Rail ; its creation was one of many preparatory steps involved in the privatisation of British Rail during the 1990s. It was named Angel Trains after the London neighborhood in which British Rail's offices were located. During November 1995, Angel Trains was sold to a consortium of the Japanese financial services company Nomura Holdings (85%), global investment specialist Babcock & Brown (10%) and former InterCity manager John Prideaux (5%);
2550-522: Was rebranded as Alpha Trains . During 2015, AMP Capital Investors and PSP Investments increased their shareholdings in Angel Trains to 55% and 30% respectively after purchasing the stock formerly owned by Arcus European Infrastructure Fund. Since the 2010s, Angel Trains has been involved in the supply of Hitachi -built high speed bi-mode trains, such as a deal for 19 five-car Class 802 for train operator TransPennine Express (TPE). Referred to as
2601-433: Was subsequently rebranded as Alpha Trains . In addition to its British Rail-era inventory, Angel Trains acquired new rolling stock, such as the Class 390 'Pendolino' electric multiple units (EMUs), which were introduced by Virgin West Coast during the early 2000s. Following another takeover of the business in 2008, at which point it reportedly held over 40 per cent of the railway rolling stock leasing market in Britain,
SECTION 50
#1732782847061#60939