103.3 Restraints of trade in joint venture agreements

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JOINT VENTURES vol 19(2)

103.3 Restraints of trade in joint venture agreements

Copyright © 2025 LexisNexis

| Commentary

The application of these principles in the context of a corporate joint venture was discussed by the Court of Appeal in the case of Dawnay, Day & Co Ltd v de Braconier d’Alphen¹. Dawnay Day had entered into a joint venture agreement with de Braconier and various other European bond broking managers under which the parties agreed to subscribe for shares in a corporate joint venture company, with Dawnay Day providing

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(4) CORPORATE JOINT VENTURES

109.4 Unfair prejudice when there is no shareholders’ agreement

109.6 Valuation of a company’s business

109.8 Problems with petitioning for unfair prejudice for breach of shareholders’ agreement

113 Membership of a capital gains group

117 Disposal by a corporate joint venture company of chargeable assets

118 Relief for trading losses of a corporate joint venture

119.1 ‘Group claims’

119.3 Anti-avoidance provisions

128 Capital gains of non-resident close companies

132.1 Outline of the block exemption

132.2 Agreements covered by the block exemption

132.3 Market share threshold

138.1 Full-function joint ventures

138.3 An ‘autonomous economic entity’

139 UK merger control under the Enterprise Act 2002 Part 3

140.2 Investigation and reference

142 Timetable for merger investigations

146 -Market studies and investigations

147 Remedies

148 Appeals