Understanding joint ventures

Course Overview

Joint ventures have assumed ever-increasing importance with the expansion of the global economy. The sharing of expertise, risk and funding is often a vital element in persuading businesses to diversify into new fields and markets. Research and development, natural resource exploration, engineering and construction, property development, production and manufacturing, buying and selling - all are areas where the joint venture is increasingly used.

What type of joint venture vehicle should be chosen and what are the advantages and disadvantages of such vehicles? Where does the due diligence process fit in? How will taxation impact on that choice? Is there a competition law problem? And how do you terminate the joint venture when you need to?

This popular programme offers you practical advice and guidance on all of these issues - from the structuring of the venture through the drafting of the agreement to its termination.

Audience

The conference is designed for all those involved in structuring, negotiating and drafting joint venture deals, both domestically and internationally, including:

• Managing directors
• Finance directors
• Company secretaries
• Commercial directors and managers
• Business development managers
• In-house lawyers
• Commercial lawyers in private practice

Course Outline

Selecting your partner

• Examining expectation of the parties
• Identifying companies that share your business
• Obtaining information on potential partners
• Addressing mismatch elements

Taxation of joint ventures

• Taxation of different forms of joint venture
• Joint venture company
• Corporate partnership
• Contractual joint venture
• Formation of joint venture
• Group relief and consortium relief
• Termination of joint ventures
• International aspects

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

Planning the joint venture - some key issues

• Choosing the legal structure
• Governance/control
• Minority protection issues
• Exit - transfer, deadlock and termination
• Planning the transaction

Valuation and joint ventures

• Reasons to value
• Open market value
• Commercial value
• The participants' input
• Valuation of joint venture equity
• The participants' interests
• Basic valuation considerations
• Constraints on exit or disposal
• Risk
• Intangible assets

Workshop: Drafting joint venture agreements

Employment considerations

• Types of relationship:
• Secondments
• Transfer to a joint venture
• TUPE regulations
• Practical pitfalls

Competition law and joint ventures

• Why bother about competition law?
• The risks of non-compliance
• Large scale joint ventures and the EU Merger Regulation
• Anti-competitive agreements: Article 81 and the Competition Act 1998
• R&D and specialisation arrangements
• The joint venture competition law action plan