Legal Skills: Contract Law: International joint venture agreements

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:

• How to identify the driving forces behind international joint venture and collaboration formation
• The correct selection criteria for international partners
• The best method of valuation
• How to negotiate and structure a watertight agreement
• How to deal with any intellectual property rights in the joint venture business
• To assess the possibility of competition law compliance problems and how to deal with them
• 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

• 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

Legal Skills: Contract Law: International joint venture agreements / CM024975