RadcliffesLeBrasseur advises on all aspects of joint ventures, including:
- clarifying the intentions of the parties and the objectives of the venture
- determining the most advantageous structure, whether corporate, partnership or by agreement
- drafting confidentiality agreements to protect the rights of the parties prior to the negotiation of the joint venture documentation
- advising on tax considerations
- carrying out legal due diligence
- negotiating the division of profits between the joint venture parties, including dividends, management fees and salaries/incentives for executive directors
- drafting and negotiating all joint venture documentation, including co-operation agreements, partnership agreements, shareholders agreements and articles of association, and service agreements for executive directors
- negotiating protections for minority or non-management shareholders, including management controls, pre-emption on share transfers, “tag-along” and “drag-along” rights and options
- advising on intellectual property matters and negotiating any necessary documentation
- advising on competition/antitrust law aspects (for example, considering whether the joint venture constitutes a cartel or other illegal form of collaboration) including notifications to any relevant authorities
- dealing with any jurisdictional and other international issues affecting cross-border joint ventures
- advising on disputes between joint venture parties
- advising on the termination of joint ventures
- handling all company secretarial matters.
Our relevant experience includes:
- advising a telecoms company in relation to a joint venture concerning the Channel Tunnel
- acting for a French company in connection with a joint venture with a UK aerospace company, including negotiating a shareholders’ agreement and articles of association with minority protections, management controls and exit options
- advising a telecoms company on a joint venture involving the installation of telephone facilities in aeroplanes
- acting for a French brand licensing company in relation to a £1m investment in a joint venture with a UK manufacturing company, including negotiating the shareholders’ agreement, articles of association and secured loan notes
- advising a US eye care corporation in relation to a joint venture with a UK partner to set up a retail operation in Russia
- forming a joint venture for an IT consultancy, including drafting a 50:50 shareholders’ agreement, articles of association, consultancy agreements and assignments of intellectual property
- forming a series of joint ventures involving venture capital trusts on behalf of a major listed company and carrying out the purchase of several hotels
- advising on numerous joint ventures formed for the acquisition of properties
- advising a major plc on its withdrawal from a joint venture for the testing of products in China.