Yeşim M. Atamer, Ece Baş Süzel, Elliott Geisinger (Eds.), International Construction Joint Ventures (İstanbul International Construction Law Conferences Series-III), XII Levha Publishers, 2019, XXXVI + 345 p.
İstanbul Bilgi University, Faculty of Law and Schellenberg Wittmer Ltd. have co organized the third conference of the Istanbul International Construction Law Conferences (https://insaat-hukuku.bilgi.edu.tr/ en/) on May 4, 2018 on the topic International Construction Joint Ventures.
Unincorporated joint ventures ( JV) are one of the most common features in major international construction projects. Parties choose this contractual arrangement for a variety of reasons, for example to join forces for a project that cannot reasonably be carried out alone due to its technical or financial scope, to combine technical and project-manage¬ment skills or for an international contractor to benefit from the in-depth knowledge of a local contractor. Sometimes, the parties have no choice because local legislation in the country where the project is located may impose teaming with local entities. Whatever the reason why an unin¬corporated joint venture is put into place, this contractual figure raises a host of often delicate legal and practical issues. This year’s conference fo¬cused on those to which parties sometimes devote insufficient thought. As in the previous years, our speakers were representing a variety of backgrounds: contractors, specialized lawyers, representatives of finance institutions and the academia. This book is a collection of papers written by those speakers. The Q&A sessions were also added to each chapter.
In this book, the authors go into details on a selected series of JV-related questions. In an introductory chapter Mr. Elliott Geisinger and Anne-Carole Cremades (Schellenberg Wittmer Ltd.) addresses the differ¬ent reasons for forming an international construction JV and introduces some JV-specific terminology. Following this Intro the first chapter fo¬cuses to the drafting of JV agreements; this is certainly one of the most crucial, perhaps even the most crucial phase for any successful construc¬tion JV. The article by Mr Yves Jeanrenaud (Schellenberg Wittmer Ltd.) gives the readers an excellent insight into the checklists and “dos and don’ts” that drafters of construction JV agreements must have in mind. Mr İbrahim Seyfittinoğlu (Zafer Construction Company) in turn provides the reader an insider view on the contract formation phase and reflects its valuable experiences in the sector.
The second chapter is devoted to the interplay between construc¬tion JVs and competition law. The importance of this subject is obvious, in particular in light of some of the motivations that can lead parties to form construction JVs. The articles of Mr Gönenç Gürkaynak (ELİG Gürkaynak Law Office) and Prof. Dr. Luís D. S. Morais (Lisbon University) cover the complicated questions that arise in this field from the perspec¬tive of Turkish as well as EU law in relation to construction JVs.
Financing considerations are also at the heart of the motivations that will incentivise parties to form construction JVs, as this can be in the interest of both the contractor(s) and the owner. In the third chapter the articles of Ms. Berna Avdan (Garanti Bank), and Mr Joe Clinton (Allen & Overy) are particularly valuable because this aspect is rarely addressed squarely in literature. They both give the reader a thorough overview on all aspects to be taken into account when drafting a financing agreement.
Finally, the materialisation of risks frequently leads to disputes, be it between the JV members and third parties (the owner or subcontractors, typically) or among JV members. The articles by Assoc. Prof. Dr. Patrick Thieffry (Sorbonne University) and by Ms Mélanie van Leeuwen (Derains & Gharavi) cover this subject from both angles.
We very much hope that this collection of essays representing the views of practitioners as well as professionals of the construction world will be received with interest. On this occasion, we would like to thank several institutions and individuals who made this event as well as the publication possible. First of all, we thank the speakers for their contribu tions to the conference as well as the making of this book. The Asso¬ciation of Turkish Consulting Engineers and Architects, DRBF, INTES, ISTAC Arbitration Centre, and Turkish Contractors Association kindly helped to disseminating this conference.
Research assistants Yasemin Kabaklıoğlu Aslanyürek, Gözde Hatipoğlu and Damla Taşkın at Istanbul Bilgi University carried all the burden of organizing this conference, together with Koray Özkan from Delano Tourism – we are indebted to them. As always Erol Öz and Sevil Öcalan from On İki Levha Publishing bore with our endless requests for changes and assisted us through the editing process with a smile on their face. Thank you!
Yeşim M. Atamer | Ece Baş Süzel | Elliott Geisinger
Bern | Istanbul | Geneva, February 2019
