Joint venture experience

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We handle a range of joint venture arrangements.  This includes complex joint venture agreements involving substantial investment and multiple parties through to smaller investments.

To help you decide if we could help you we have summarised some of our recent cases relating to joint venture arrangements.

Deadlock

We helped our client formalise a joint venture it had with an on-line trading platform operating in the gambling industry.

Both parties to the joint venture provided a similar level of experitse and resources. The joint venture vehicle, a limited company, was to be held in equal proportions by each party. This is a common approach. However, thought must always to be given to when there may be a deadlock on decision making between parties. Having an even split in a joint venture means that the possibility of a shareholder dispute is more likely.

Drafting desirable deadlock provisions

In order to provide a solution to this, we drafted suitable deadlock provisions. The provisions enabled the parties to identify when an irreconcilable conflict over the management of the joint venture had occurred. It also provided an exit route. The deadlock provisions were drafted to enable one party to buyout the other. The agreement was also sufficiently drafted to ensure that the deadlock clause could not be easily manipulated by an unscrupulous party (which happens in more occasions that one may think).

Presently, the joint venture is still going strong. So hopefully there will be no need to rely on the deadlock provisions anyway!

Uneven split

We acted for a global events organizer in the Balearics who required a joint venture agreement to be drafted.

Our client proposed to collaborate with an IT company specialising in the development of block chain to build an advanced ticketing solution on events hosted at our client’s premises. As part of the collaboration, our client was providing far less resources into the joint venture than the blockchain company. The blockchain company required the joint venture to be a limited company with a minority/majority shareholder split in favour of it.

Protecting our client

In order to protect our client’s position as a minority shareholder, we ensured that certain decisions required the consent of our client.  We listed key decisions that our client had a right to veto. This enabled our client to exert the level of power it required despite being a minority shareholder.

Joint venture for the development of intellectual property

We reviewed an agreement between a commercial services business and a software house. We further developing specialist applications for the business with the view to re-sale into other commercial services businesses on a joint basis to fund the development. The focus was on ownership of the intellectual property created, securing licence arrangements and management of the sales channel.

Shareholders’ Agreement and bespoke articles

Drafting the articles of association and shareholders’ agreement for a joint venture between a large financial institution and a small business that had a patent the financial institution wanted to exploit. The agreement required service level agreements for the use of the financial institution’s trading platforms. The shareholders’ agreement dealt with debt financing convertible into shares at the election of the financial institution.

Advising on commercial contracts

Working on a joint venture involving a US bank, a European venture capitalist and a specialist UK business dealing with the provision of marketing financial services. We were acting for the UK business and the focus was on agreeing the service level agreements for the provision of services to the business and establishing the arrangements for holding of equity and flow down of profits.

  • Great working with Helen!