Joint Ventures Course Objectives
- Learn the basic about joint ventures
- Appreciate the key general guidelines in negotiating joint ventures
- Get to grips with the pre contract documents, such as heads of terms and memoranda of understanding
- Be shown how to select the legal structure which best reflects commercial objectives
- See the advantages and disadvantages of the main joint venture structures
- Master the aspects of decision making in joint ventures and how to deal with deadlock and default
- Learn how share transfers work in the context of joint ventures
- Be taught how to handle exit, termination and other change
Joint Ventures Course Content
- What is a Joint Venture?
- Why enter into a Joint Venture?
- Reasons for Joint Ventures
- Choosing a legal structure
- Key legal considerations
- Information you need to decide on the legal structure
- Key success factors
Negotiating – General Guidelines
- Objectives in negotiations
- Zone of Possible Agreement
- Price versus value
- Creating and sustaining value
- 10 areas where joint venture negotiations can establish successful sustainable joint ventures
Pre Contract Documents – Heads of Terms/MoU with Sample Document
- Pros and cons
- Types of pre-contract documents
- Duty of good faith
- Letters of intent
- Memorandum of Understanding
- ‘Subject to contract’
- Governing law – choice and impact
- Advice to negotiators – Checklist
Selecting the Legal Structure that Reflects Commercial Objectives – Key Determinants
- Relevant laws
- International joint ventures
- Questions to address
Main Joint Venture Structures – Advantages & Disadvantages
- Limited Liability Company
- Limited Liability Partnership
- Contractual Joint Venture
- Contentious areas
- Reserved Matters
- Conflicts of Interest
Deadlock & Default
- Casting Vote
- Winding – up
- Put and Call Options
- ‘Texas Shoot Out’
- ‘Dutch Auction’
- ‘Russian Roulette’
Transfer of Shares
- Pre – emption rights
- Right of first offer
- Right of first refusal
- Pre – emption problem areas
- Permitted transfers
- Change of control
- ‘Drag and Tag’ Rights
Exit, Termination and Change
- Importance and Key Issues
- Fixed term/joint renewal
- Termination for convenience
- Termination for Cause
- Consequences of Exit/Termination
- Winding –up
Sample documents and checklists
Background of the trainer
The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World’s Leading Lawyers as an expert in investment law and regulations, where he is described by peers and clients as “a strong commercial thinker.
He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of international organisations.
In addition to being a corporate educator he sits as a non-executive director in the private and public sector.
Joint Ventures Course Summary:
Joint ventures are an important option for businesses in their home country or internationally. Along with acquisitions it is a model for corporate growth.
The Joint Ventures course looks at the reasons for joint ventures including the commercial reasons and how they are reflected in the legal structure and documents.
Looking at negotiations it focuses on the general aspect of negotiations as well as critical areas for joint venture negotiations.
The Joint Ventures course recognises the commercial and legal problems that regularly arise during the life cycle of a joint venture. It covers the often thorny issue of pre contract documents including the differences in common and civil law.
It goes on to look at the different options of legal structures that can be selected depending on the commercial objectives and addresses the advantages and disadvantages of each option including limited companies, partnerships and contractual joint ventures.
It then looks at challenges of decision making in a joint venture where parties are working to a common end but have different ultimate interests. This leads to differences, ways to resolve them are looked at and what happens if the joint venture partners are unable to reach a decision, including deadlock and options such as ‘Russian Roulette’ and Texas Shoot Out’. How and to whom parties may transfer shares, minority shareholders.
Coming to the end of the life cycle the programme focuses on exit, termination and change of control.
During the Joint Ventures course participants will look at case studies, look at sample documents and receive checklists to assist them with dealing with joint ventures a following the course.
What Redcliffe’s clients are saying about the course:
“Commercial objectives of parties versus legal drafting was very interesting.”
Corporate Associate, Arthur Cox
“The overview was great and this was a very well presented course”
Partner, Freshfields Bruckhaus Deringer
“Good overview and extra materials provided.”
Partner, DLA PIPER