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53-503: In August 2013, Spansion closed the acquisition of the Microcontroller and Analog Business of Fujitsu Semiconductor Limited. Spansion had more than 10,000 customers worldwide. Its products were used in the following markets: automotive electronics, home appliances, peripheral computing equipment, consumer equipment, industrial, and networking. Spansion was founded in 1993 as a joint venture between AMD and Japan's Fujitsu Ltd. Spansion

106-1013: 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

159-439: 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

212-517: 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

265-412: A diameter of up to 300 mm. These wafers are then polished to a mirror finish before going through photolithography . In many steps the transistors are manufactured and connected with metal interconnect layers. These prepared wafers then go through wafer testing to test their functionality. The wafers are then sliced and sorted to filter out the faulty dies. Functional dies are then packaged and

318-521: A motion with the U.S. Bankruptcy Court for the District of Delaware , in April 2010, Spansion won court approval of its plan to exit bankruptcy and was allowed to reorganize the company. On May 10, 2010, Spansion emerged from Chapter 11 bankruptcy. Its old common stock was previously deemed to be impaired and then cancelled; the company issued new shares to those to whom it owed money. The company began trading on

371-419: 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

424-485: 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

477-508: A random read speed of 90-100 nanoseconds (ns) access and offer a page read speed of 25 ns via an 8- word page buffer. Spansion's serial peripheral interface (SPI) devices read information serially, or one bit at a time, requiring fewer connections and pins, allowing for lower costs and simplified board layouts. Serial flash memory is used in applications such as high-end printers, FPGAs , networking equipment and set-top boxes. The Spansion SPI FL family of serial flash memory: Densities for

530-459: A range of product configurations. The Company's products based on NOR flash memory architecture are designed for code storage and execution, and utilize either traditional floating gate technology or its MirrorBit technology. Spansion's NOR and NAND offering was targeted at embedded applications such as automotive, industrial and telecommunications . Spansion concentrates on the embedded electronics market. Its Floating Gate and MirrorBit technology

583-522: A settlement was reached on behalf of former employees of Spansion Inc. whose employment was terminated on or around February 23, 2009. Kispert also instituted a policy of offering any new jobs first to the employees who were fired in 2009. 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

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636-404: 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

689-491: Is cut ( diced ) into many pieces, each containing one copy of the circuit. Each of these pieces is called a die. There are three commonly used plural forms: dice , dies, and die . To simplify handling and integration onto a printed circuit board , most dies are packaged in various forms . Most dies are composed of silicon and used for integrated circuits. The process begins with the production of monocrystalline silicon ingots. These ingots are then sliced into disks with

742-592: 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

795-465: 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

848-464: 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

901-505: 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

954-476: 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

1007-450: 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

1060-529: The ARM Cortex-R5 core and the first series in the Traveo family, MB9D560, operate at 200 MHz. Spansion also acquired power management ICs aimed at energy harvesting and LED lighting. The Buck PMIC for solar and vibrations energy harvesting MB39C811regulates output voltage with the quiescent current of 1.5 μA. The Boost PMIC for solar and thermal energy harvesting MB39C831. Spansion's Easy DesignSim

1113-456: 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

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1166-626: 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

1219-459: 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

1272-498: The Microcontroller and Analog Business of Fujitsu Semiconductor for approximately $ 110 million and approximately $ 65 million for inventory. Spansion closed the acquisition deal in August 2013. In December 2014, Cypress Semiconductor merged with Spansion in an all-stock deal worth $ 1.59 billion. Shareholders of each side will own about 50 percent of the new company, which will keep the name of Cypress Semiconductor Corp. The companies valued

1325-535: The New York Stock Exchange on June 22, 2010 under the ticker symbol "CODE." John Kispert was named CEO in February 2009, a month before the company's Chapter 11 filing. It was understood that Kispert walked into a " no-win situation ," according to the local media. With the company in turmoil and needing to reduce expenses, Spansion laid off 3,000 employees without severance pay on February 23, 2009. Kispert

1378-565: The SPI flash memory devices range from 4 Mb to 1 Gb with uniform 4KB uniform 64KB and uniform 256KB (128Mb – 1Gb FL-S) sectors and 4 Mb with parameter sectors. Spansion developed the HyperFlash NOR memory devices, based on the HyperBus interface. The family features read throughput of up to 333 megabytes per second—more than five times faster than ordinary Quad SPI flash currently available with one-third

1431-528: 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

1484-461: 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

1537-804: The deal at $ 4 billion. They expected it to close in the first half of 2015 and to cut annual costs by $ 135 million within three years. Cypress President and CEO TJ Rodgers was the CEO of the combined company, which was expected to have $ 2 billion in annual revenue. Spansion Chairman Ray Bingham was the non-executive chairman. Spansion's product portfolio offers NOR densities ranging from four-megabit to eight-gigabits, NAND densities ranging from one- gigabit to eight-gigabits and an array of interfaces and features. It has developed two flash memory technologies, single-bit-per-cell floating gate technology and one-, two- or more-bit-per-cell MirrorBit technology, with MirrorBit products based on two-bits per cell and allowing offering

1590-618: 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

1643-495: 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

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1696-406: The end of Q2 2014, Spansion reported results for its second fiscal quarter; the company reported both GAAP and non-GAAP results due to the impact of fresh start accounting. On a U.S. GAAP basis, Spansion reported net sales of $ 314.7 million, a 61.3% year-over-year increase. On a non‑GAAP basis, gross margin was 33.2%, operating income was $ 22.1 million and net income was $ 15.6 million. After filing

1749-547: The first single- die , 4-gigabit NOR product implemented at the 65-nm node. In 2013 Spansion acquired the Fujitsu microcontroller and analog business, including 8- 16- and 32-bit microcontroller families. Spansion's FM MCU microcontroller family, which was based on the ARM Cortex-M4, M3, M0+ CPUs comes in packages from 32 to 216 pins, with flash memory densities between 56KB and 2MB. The Spansion Traveo microcontrollers are based on

1802-468: 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

1855-423: 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

1908-547: 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

1961-583: 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

2014-405: 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

2067-705: 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

2120-477: 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

2173-402: 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

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2226-421: The number of pins of parallel NOR flash. Spansion HyperFlash memory devices provide a migration path—from single Quad SPI to Dual Quad SPI to HyperFlash Memory—allowing system applications to be scaled to different levels of flash performance when paired with compatible controllers, giving OEMs the ability to offer different product models with a single design. In August 2011, Spansion announced that it had created

2279-471: 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

2332-531: 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

2385-440: 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

2438-435: 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

2491-491: The shareholders, including debt, is equal to the number of shares purchased by each partner. Die (integrated circuit) A die , in the context of integrated circuits , is a small block of semiconducting material on which a given functional circuit is fabricated . Typically, integrated circuits are produced in large batches on a single wafer of electronic-grade silicon (EGS) or other semiconductor (such as GaAs ) through processes such as photolithography . The wafer

2544-426: 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

2597-633: Was a comprehensive online design support tool for LED Driver Circuit designers. Spansion had its headquarters in Sunnyvale, California . The company's main wafer fabrication facility, known as Fab 25, was in Austin, Texas . The company also operated a final-manufacturing facility, in Bangkok, Thailand . In Penang, Malaysia , the company had a design center to focus on providing design, layout, CAD and verification services and to support to cross-site design centers. At

2650-486: Was acquiring Israel-based Saifun Semiconductors Ltd., non-volatile memory provider. The companies signed an agreement that consolidated all MirrorBit and NROM IP, design and manufacturing expertise within Spansion. As a result, Spansion expanded its IP portfolio and enabled its immediate entry into the technology licensing business. The acquisition closed on March 18, 2008. In April 2013, Spansion announced that it would acquire

2703-657: Was formerly known as FASL LLC. Once AMD took control of the company in 2003, it was renamed Spansion LLC in June 2004 and officially spun off as an independent maker of flash memory chips in December 2005. After joining the company in 2009, CEO, John Kispert, brought Spansion out of bankruptcy with over $ 1 billion in sales and 10,000 customers worldwide. In 2013, Spansion purchased Fujitsu's microcontroller and analog business for $ 175 million, expanding Spansion's work force by more than 1,000 worldwide. In October 2007, Spansion announced that it

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2756-495: Was given a compensation package that could pay a $ 1.7 million bonus if he successfully found a buyer for the company or liquidated the company within six months. Kispert never saw this bonus since he opted to file bankruptcy in March 2009. Managers received an 11% increase in pay, negating the effect of an earlier 10% salary cut. The company filed for Chapter 11 bankruptcy on March 1, 2009, amid growing anger of former employees. In 2010,

2809-591: Was used to make networking and telecommunications equipment, consumer electronics, gaming equipment, TV set-top control boxes, automotive equipment and personal computer peripherals. The company's NOR products offer designers the option to choose from 5V, 3V and 1.8V products that range from 1Mb to 2Gb.NAND products offer 3V and 1.8V products that range from 1Gb to 8 Gb. Spansion's standard parallel NOR flash includes Spansion's MirrorBit NOR GL, AL AS, CD-CL, F, JL, PL, NS/VS/XS and WS families of flash memory. The products operate anywhere at 1.8 to 5.0 volts ( Vcc ), feature

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