47-596: VicRoads is a government joint venture in the state of Victoria , Australia . In the state, it is responsible for driver licensing and vehicle registration . It is owned and operated through a joint venture between the Victorian government and a consortium made up of Aware Super , Australian Retirement Trust and Macquarie Asset Management . Before July 2019, it was the road and traffic authority in Victoria, responsible also for maintenance and construction of
94-475: A joint venture model for VicRoads registration, licensing and custom plates. On 30 June 2022 the Roads Corporation ceased to exist through a legislative abolition. On 1 July 2022 partial privatisation formally went into effect for VicRoads through a joint venture model with Aware Super , Australian Retirement Trust and Macquarie Asset Management . Joint venture A joint venture ( JV )
141-439: 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
188-713: 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
235-526: 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
282-496: 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
329-487: 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
376-515: Is a statutory office established under section 64A of the Transport Integration Act 2010 . The head plays a key strategic role in ensuring Victoria's growing transport system is integrated and coordinated. After the establishment of Department of Transport, the secretary of Department of Transport , currently Paul Younis, also holds the position of acting head of TfV. This Victoria (Australia) government-related article
423-404: 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
470-604: 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
517-470: 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
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#1732781104154564-470: 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
611-515: 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
658-845: The Rail, Tram and Bus Union supported the government's decision, the Australian Services Union , representing a large number of VicRoads administrative staff, opposed the merger. On 1 July 2019, most of VicRoads functions were absorbed into the Department of Transport, excluding registration and licensing functions and some heavy vehicle functions, which remained under VicRoads. From 1 July 2019, VicRoads' remaining functions were registration and licensing, and heavy vehicle compliance, enforcement and investigation functions. On 1 January 2020, all road management functions and responsibilities of VicRoads were transferred to and vested in
705-693: The Transport Integration Act , which establishes a framework for an integrated and sustainable transport system in Victoria and empowers the key Victorian Government agencies with responsibility for the State's land and water transport system. The Act provides that VicRoads' primary object is to provide, operate and maintain the road system consistent with the vision statement in the Act and objectives which emphasise transport integration and sustainability. The statute also requires VicRoads to "...manage
752-486: 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
799-464: 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
846-450: 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
893-459: 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
940-640: 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
987-617: The Head, Transport for Victoria , an office established under section 64A of the Transport Integration Act 2010 and currently held by the Secretary of Department of Transport . This meant that any reference to VicRoads in road management standards and other technical information must be construed as a reference to Head, Transport for Victoria. In March 2021, the Victorian Government made an in-principle decision to progress
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#17327811041541034-464: 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
1081-666: The Major Road Projects Authority was formed, with the function of administering specified road projects transferred from VicRoads to the new authority. On 1 January 2019, the Department of Transport and its major project authority, the Major Transport Infrastructure Authority (MTIA) was formed. The Major Road Projects Authority was renamed Major Road Projects Victoria (MRPV) and became part of MTIA. In April 2019, it
1128-536: 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
1175-632: The arterial road network, and road safety policy and research. These functions were transferred or delegated to the Department of Transport on 1 July 2019. The main VicRoads administration is located in the Rialto Towers in Melbourne . There is also a regional administration office in Ballarat , which is now home to the VicRoads call centre. In addition VicRoads operates many offices servicing
1222-461: 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
1269-622: 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
1316-503: 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
1363-471: 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
1410-423: 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
1457-567: 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
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1504-602: 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
1551-405: 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
1598-719: 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
1645-480: 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
1692-402: 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
1739-477: The new authority would only undermine the role of the then recently established PTV as an umbrella agency. The organization became operational in April 2017 to realise the principal objectives of the Transport Integration Act 2010 . At the start of 2019, TFV became part of the newly established Department of Transport . The office for the head of Transport for Victoria, officially Head, Transport for Victoria,
1786-474: 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
1833-784: The public in registration and licensing throughout metropolitan Melbourne and regional Victoria. In 1983, the Country Roads Board was replaced by the Road Construction Authority , under the Transport Act 1983 . In 1989, the Road Traffic Authority was merged with the Road Construction Authority to form the Roads Corporation, trading under the name VicRoads. VicRoads was re-established on 1 July 2010 under
1880-442: The road system in a manner which supports a sustainable Victoria by seeking to increase the share of public transport, walking and cycling trips as a proportion of all transport trips in Victoria..." In July 2016, the government announced the creation of Transport for Victoria , a new statutory authority combining planning functions of Public Transport Victoria and VicRoads as well as functions of other agencies. On 1 July 2018,
1927-549: 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
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1974-440: 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
2021-435: 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
2068-669: The shareholders, including debt, is equal to the number of shares purchased by each partner. Transport for Victoria Transport for Victoria is a statutory office of the Department of Transport and Planning that is responsible for the planning and coordination of all transport systems in Victoria, Australia . It acts as an umbrella agency for Public Transport Victoria (PTV, the statutory authority that manages all public transit in Victoria, including trains, trams and buses) and VicRoads (the statutory authority that manages Victoria's roads). The formation of Transport for Victoria
2115-426: 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
2162-476: Was announced that VicRoads would cease to exist as an independent entity from 30 June 2019 with its functions merged with those of Public Transport Victoria into a new division of the Department of Transport . Announcing the reforms, Premier Daniel Andrews argued that the reform would go "one step beyond" the formation of Transport for Victoria, and said that merging the two agencies would lead to planning of an integrated and mode-agnostic transport network. Although
2209-454: Was jointly announced on 27 June 2016, by Jacinta Allan , Minister for Public Transport, and Luke Donnellan , Minister for Roads. At the time, the government anticipated that TFV would eventually become a single point of information for travel within Victoria, as well as a coordinating agency for the planning of transport infrastructure. Adam Carey, writing in The Age , suggested that
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