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Audience - In-house lawyers
- Commercial private practice lawyers
- Managing directors
- Finance directors
- Company secretaries
- Commercial directors and managers
- Business development managers
Skills Gained By attending this seminar, you will learn: - 1. How to identify the driving forces behind international joint venture and collaboration formation
- 2. The correct selection criteria for international partners
- 3. The best method of valuation
- 4. How to negotiate and structure a watertight agreement
- 5. How to deal with any intellectual property rights in the joint venture business
- 6. To assess the possibility of competition law compliance problems and how to deal with them
- 7. The intricacies of taxation and other financial issues
Course Outline DAY ONE Keynote address - strategic planning for successful joint ventures Negotiating a cross-border strategic alliance - World class negotiating strategies and techniques
- Creative problem solving
- Cross cultural issues
- Communication skills
Key legal issues at the pre-contract stage - Pre-contractual liability in civil and common law
- Types of non-binding documents
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Drafting non-binding documents Carrying out effective due diligence - What is it?
- Why do it?
- How much to do?
- Working with advisers
- Due diligence and contractual protection
- Due diligence and successful joint ventures
Valuation issues - Reasons to value
- Key valuation considerations
- The participants' input
- Valuation of joint venture equity
- Valuation on exit or disposal
- Risk
- Intangible assets
Taxation issues - Tax implications of the choice of the joint venture entity
- Fiscal consequences of taking over existing entities
- Profit distribution and repatriation
- Avoiding double taxation
- Utilisation of joint venture losses
- Tax consequences of unwinding a joint venture and the disposal of interest
Cross-border employment issues - Implications for transferring staff across borders
- The Posted Worker Directive
- The Acquired Rights Directive
- European, national and local works councils
DAY TWO Drafting the joint venture documentation - Types of joint venture structure
- Selecting the most appropriate structure
- Negotiating strategy
- Drafting the key elements
- Management
- Finance
- Ownership and control
- Transfer and pre-emption rights
- Dispute resolution/deadlock
- Termination/exit routes
- Cross cultural differences
Transfer and licence of IPRs - What are the intellectual property rights?
- Identifying intellectual property rights in the business - due diligence
- Transferring intellectual property rights present in the business
- Commercially exploiting the intellectual property rights transferred
Competition law aspects - Merger control aspects (EC and multiple national filings)
- Article 81 EC Treaty
- Ancillary agreements
Workshop - dispute resolution - Breach/deadlock/default
- Jurisdiction clauses and governing law
- Courts
- Arbitration
- ADR
How to make a booking for the CM024975 course
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