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56-442: Galataport lies just a little way northeast of the ferry terminal at Karaköy which was the city's original terminal for passenger ships. By the late 20th century that site was no longer suitable to accommodate the growing number of ever larger cruise ships wanting to drop anchor in the city so a new site was sought. The location selected had long been home to warehouses associated with the port but most of these had fallen out of use. By

112-1018: 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 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

168-439: 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

224-470: A base for the sultan while he was viewing his troops in the square. The southern side of the square is partly filled by the Mimar Sinan -designed 16th-century Kılıç Ali Paşa Mosque and by the elaborately decorated, free-standing Tophane Fountain , erected in 1732. The square is large enough to accommodate a stage for concerts and other organised activities. The shore area connecting the main part of

280-493: A collection of mainly 19th and early 20th-century Turkish works of art moved here from its old home beside the Dolmabahçe Palace and also scheduled to open in the autumn of 2022. The west side of the square is occupied by the striking Nusretiye (Victory) Mosque , dating back to the 1820s, and by the pretty William James Smith -designed Tophane Pavilion (Turkish: Tophane Kasrı), dating back to 1852 and built to provide

336-526: 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

392-419: 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 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

448-496: 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

504-535: Is a transformative project for Istanbul. Not only will it greatly increase the number of tourists coming into the city in large groups but the adjoining areas of Karaköy and Tophane are already changing as shops and restaurants shift their focus from catering to locals to catering to tourists. In the years leading up to the opening of the new cruise terminal a large number of new hotels had already opened in these areas alongside many properties rented out through Airbnb . These trends are only likely to accelerate now that

560-404: 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

616-604: 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

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672-470: 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

728-470: 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

784-515: 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

840-486: 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

896-450: 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

952-738: The Allies came to Istanbul to fight in the Crimean War (1854–1856). The lack of piers made the unloading of troops and military equipment difficult so in 1879, a French company obtained a concession to build a new quay in Karaköy, which was completed in 1895. In the last decade of the 19th century, Karaköy developed into a banking and insurance hub, especially along Voyvoda Street (Bankalar Caddesi). The Ottoman Bank established its headquarters here while Italian and Austrian insurance companies opened branch offices. As trading activity increased in

1008-459: 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

1064-640: 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

1120-623: The Genoese walls are still visible, but the Galata Tower , at the highest point, is the most substantial relic of the old walled enclave. Fifteenth-century Galata probably looked much more like an Italian city than a Byzantine or Ottoman one. In 1455, shortly after the conquest of Constantinople , the district had three categories of inhabitants: temporarily sojourning Genoese, Venetian and Catalan merchants; Genoese with Ottoman citizenship; and Greeks , Armenians and Jews . The composition of

1176-464: 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

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1232-868: The T1 tram line crosses the bridge, linking Karaköy to Kabataş and Bağcılar. The Tünel funicular runs from Karaköy up to Tünel station at the start of İstiklal Caddesi. Şehir Hatları ferries leave for Kadıköy and Üsküdar on the Asian shore of the Bosphorus , as well as for terminals along the Golden Horn as far as Eyüp . Cruise ships from Mediterranean ports such as Piraeus in Greece, Dubrovnik in Croatia , Civitavecchia ( Rome ) and Venice in Italy berth at

1288-595: The Turkish words "kara", usually meaning "black", and "köy" meaning "village". In this case, however, "kara" may have come from the Turkish word "Karay ", referring to the Turkic -speaking Jewish community called the Crimean Karaites . Though, linguists such as Sevan Nişanyan contest this theory by claiming that it isn't supported by written sources. Karaköy has been a port area since Byzantine times when

1344-536: 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

1400-536: The busy square contains more shops. Karaköy is a popular place to eat especially seafood , with several fish restaurants gathered around the local fish market. More fish restaurants line the underside of the Galata Bridge . Galataport is a large new dining and shopping development along the waterside. Before the Covid pandemic, Istanbul's red-light district could also be found in Karaköy. However, in 2022 it

1456-461: 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

1512-771: The cruise terminal to the Karaköy ferry terminal and the Galata Bridge has also been redeveloped as part of the Galataport project. The shopping and dining complex consists of one large group of modern buildings (block at the northern end of Galataport, as well as the Paket Postanesi ("package post office"), designed by S Saboureaux and opened in 1911 has been restored to house shops and exhibition space. All in all, these areas are 52,000 sqm in area. There are 250 shops and restaurants and other food service outlets in total. Galataport also incorporates: Galataport

1568-622: 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

1624-503: 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

1680-546: The early 20th century, the port was expanded with customs buildings, passenger terminals and naval warehouses. Karaköy also became famous for the Greek taverns along the quay. After 1917, thousands of White Russians fleeing the Bolshevik Revolution landed here and settled in the area. Modern Karaköy is a major transport hub. The Galata Bridge connects Karaköy with Eminönü and the historic parts of Istanbul;

1736-478: The end of the 20th century it was best known as being the location of the Istanbul Modern art gallery (housed in an old warehouse) and a string of nargile (water-pipe) cafes popular with young people. But a line of grand buildings, most stripped of a purpose, stretched north from Karaköy, just waiting to be given new life. Most conspicuous of these was the Paket Postanesi, the old parcel sorting office, but

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1792-579: The first ship docking there in October 2021. By 2022 the terminal was entirely open to ships. The cruise terminal covers 29,000 sq metres of land and spreads along 1.2 kilometres of shore, with views across the water to the historic peninsula of Istanbul with Topkapı Palace and the Ayasofya Mosque at its heart. It has space for three large cruise ships to dock side by side behind specially designed screens that rise to ensure that no one can leave

1848-471: 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

1904-423: 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

1960-567: 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

2016-602: 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

2072-405: 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

2128-719: 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

2184-480: 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

2240-402: 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

2296-548: The nearby Galataport complex. An active business center for centuries, Karaköy remains an important commercial hub for Istanbul. All kinds of hardware, tools, plumbing items and spare parts are for sale in Tersane Street in Perşembe Pazarı (literally Thursday Market). Selanik Pasajı, a shopping center right on Karaköy Square , contains shops specialising in electronic parts. The underpass providing safe passage under

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2352-604: The north shore of the Golden Horn was a separate settlement facing Stamboul/Constantinople over the water. After the re-conquest of the city from the Latin State in 1261, the Byzantine emperor granted Genoese merchants permission to settle and do business here as part of a defense pact. The district developed rapidly, and the Genoese built sturdy fortifications to protect themselves and their warehouses. Fragments of

2408-491: The old Customs Office was also a very striking building. The project to develop Galataport was a joint venture between Turkey's Doğuş Group and Bilgili Holding , who, between them, invested over US$ 1.8 billion in the venture. The development now occupies 1,200 metres (3,900 ft) of shoreline, part of it on reclaimed land. After delays caused in part by the COVID-19 pandemic , the terminal started to open in 2021, with

2464-399: The oldest and most historic districts of the city, and is today an important commercial center and transport hub. It is connected with the surrounding neighborhoods by streets radiating out from Karaköy Square . The Galata Bridge links Karaköy to Eminönü to the southwest, Tersane Street links it to Azapkapı to the west, Voyvoda Street (Bankalar Caddesi) links it to Şişhane to the northwest,

2520-439: The population quickly changed: according to a census of 1478, almost half the local population was Muslim. From 1500 on, Sephardic Jews settled here after they were expelled from Spain in 1492. The French poet André Chénier was born in Karaköy in 1762; his father was a French merchant and diplomat, his mother an Ottoman Greek. Karaköy experienced a second wave of Christian arrivals when British, French and Italian forces of

2576-601: The port area includes the creation of a new square covering the site of an old military parade ground and centred on Istanbul's first free-standing clocktower. The water side of the square is occupied by the new Renzo Piano -designed home for the Istanbul Modern art gallery, scheduled to open in the autumn of 2022. The north side of the square is filled with the new home for the Istanbul Painting and Sculpture Museum (Turkish: İstanbul Resim ve Heykel Müzesi),

2632-416: The port is open. 41°01′29″N 28°58′52″E  /  41.024833°N 28.981010°E  / 41.024833; 28.981010 Joint venture A joint venture ( JV ) 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

2688-474: 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

2744-549: 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

2800-440: 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

2856-435: 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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2912-508: The shareholders, including debt, is equal to the number of shares purchased by each partner. Karak%C3%B6y Karaköy ( Turkish pronunciation: [kaˈɾɐcøj] ), the modern name for the old Galata , is a commercial quarter in the Beyoğlu district of Istanbul , Turkey, located at the northern part of the Golden Horn mouth on the European side of Bosphorus . Karaköy is one of

2968-501: The ships without passing through the Customs and Immigration facilities but that are retracted when no ships are in port. Customs and Immigration facilities are located underground, with most of the overground space taken up by shops, restaurants and offices. Many familiar international chains such as Starbucks and Burger King have opened branches here alongside Turkish chain stores such as Kahve Dünyası, D&R and Baylan. Development of

3024-400: The steeply sloping Yüksek Kaldırım Street links it to Pera in the north, and Kemeraltı Street and Necatibey Street link it to Tophane to the northeast. The commercial quarter, which was originally the meeting place for banks and insurance companies in the 19th century, is today also home to mechanical, electrical, plumbing and electronic parts suppliers. The word Karaköy apparently combines

3080-426: 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

3136-582: Was announced that the streets once filled with brothels (and where there are still the remains of a synagogue) would be redeveloped as an arts district. Karaköy contains many churches representing the Latin Catholic , Greek Orthodox , Turkish Orthodox , Russian Orthodox , Armenian and Bulgarian rites as well as a couple of Jewish synagogues . The Greek, Jewish, French, Italian and Austrian schools reflect its past cosmopolitan character. The curvy Camondo Stairs , off Voyvoda Street, were donated by

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