AA-I & Co.- International Capability Vitae

www.anvil-incus.com

Boutique Business Integration Consultation & Services for Government Contractors International Capability Summary Vitae

Practice Fundamentals We provide a wide range of specific and integrated business and legal services to government contractors and investors doing business, and looking to do business, overseas. We have the knowledge and experience to provide business and logistical advice, along with the cultural and business support, necessary for clients to successfully establish and maintain their presence in theatre. We provide our international client base with a full range of services, and work in conjunction with our clients other advisors to ensure that all of their needs are met. A large part of our corporate offering consists of strategic advice regarding the formation of companies, establishment of branch and representative offices, and related agency arrangements.

We offer a comprehensive, entry to exit service which includes advising on: A. B. C. D. E. F. G. H. I.

inward investment projects including licensing and incorporation mergers, acquisitions and disposals corporate structuring and restructuring changes to ownership and management structures corporate governance and duties of directors regulatory strategies and compliance establishment of branch and representative offices of foreign companies government agencies, sponsorship and related arrangements joint venture agreements & structures

We have experience and expertise in providing local counsel support for large and complex joint venture projects across a range of industries and sectors.

RISK MANAGEMENT The risk-arm of AA-I & Co. is a boutique independent, specialist risk consultancy. We provide advice and services that enable our clients to accelerate opportunities and manage strategic and operational risks. We offer a broad range of services to help clients manage the political, security, operational and integrity risks that come with doing business internationally.

The formation of international joint ventures is generally with local firms in foreign countries. In the environment where the market mechanism for protecting joint ventures is still being established, joint ventures present themselves to many uncertainties which can bring significant risks. In a typical foreign joint venture, the overseas party is usually responsible for providing the majority of financing, and the local partner provides facilities, land, and labor.

It is widely accepted that construction activity is particularly subject to more risks than other business activities because of its complexity, and a wide range of risks associated

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A l j u c a r , A n v i l - I n c u s & n t e r n a t i o n a l C a p a b i l i t y

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with construction businesses have been previously identified. The following, though not comprehensive represents the types of risk we most frequently look to mitigate:

Management Risk Inadequate choice of project partner is a typical risk to joint ventures. Other adversities include the difficulty to control the contractor’s performance particularly on the cost aspect during construction. Usually, overseas businesses tend to find their partners from large state-owned companies.

Policy Risk Many provisional policies and regulations are issued by both the central and local governments. However, the variations in policies and regulations can have significant impact on joint venture businesses. Cost increase due to policy changes is ranked as one the most important risks. www.anvil-incus.com

Technical Risk Changes and errors in design, equipment failure is by far the greatest risk in this category.

Proper Risk Allocation in Contract Generally, the local partner in a joint venture has all the knowledge about the local environment including resources, technology, policies, and legal practice. Therefore, it has proven quite effective to strategically allocate risks at the operational level to the 50 F Street NW

local partner. We also recommend that the joint venture purchase insurance against the risk of breaching the contract by either party.

Washington, D.C. 20001 Tel: 202.505.2182 Fax: 202.204.6259 

Controlling Technical Risk A solid project management procurement system has proven to be an effective approach for controlling technical risks in such joint ventures. We generally recommend

Sycamore House

the primary Venturer assume the duty of overall project management and spend

Sycamore Street

considerable efforts on cost control.

London EC1Y OSG Tel: + 11 44 020 3239 3540

Current and past clients include, but are not limited to, contractor and

Fax: +44.(0).20.7566.5455

subcontractors to the following major Prime Contractors and DoD commands:

For Consult Please Contact:

Copenhagen Contractors, Kellogg Brown & Root, Fluor, American Equipment

Rudy Sutherland, CMC, MBA, MSc.

Company, DynCorp, Kopcke Global Trading, R4 Incorporated, ATCO Frontec,

Head of Practice

United States Agency for International Development, UPS, Louis Berger Group, Army and Air Force Exchange Service, Aggreko Prime Power, IAP Worldwide

rudy.sutherland@anvil-Incus.com

Services, Presidential Airways, US Department of State, No Lemon, NATLASS, US Airforce, and US Army.

© 2012 Aljucar, Anvil-Incus & Co.  International Capability Vitae  All Rights Reserved. Page 2 of 2

Structure of International Contractual Relationships in simple Joint Venture © www.anvil-incus.com

Business Integrator AA-I & Co. (EXAMPLE STRUCTURE )

U.S. Contractor - Primary In-theatre Liaison U.S. Contractor - Secondary

U.S. Contractor - Secondary

Joint Venture – Investment Vehicle (populated | unpopulated) Local National Contractor (Foreign country)

Equity Joint Venture (populated | unpopulated)

Insurance policy

Insurance Company

Local Sub- Contractor - Primary

Local Sub- Contractor - Secondary {Private & Confidential}  Not for Distribution of 3

Local Sub- Contractor - Secondary

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