93.6 The need for written consent in relation to certain decisions

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JOINT VENTURES vol 19(2)

93.6 The need for written consent in relation to certain decisions

Copyright © 2025 LexisNexis

| Commentary

A minority shareholder in a corporate joint venture generally cannot rely on the companies legislation or on any fiduciary duties to provide adequate protection should its company make important decisions for the wrong reasons. There are many circumstances in which minority shareholders may disagree with a proposed decision not on the grounds of bad faith or bias

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(4) CORPORATE JOINT VENTURES

93.9 Restrictions that may be accepted by the shareholders and the company: general running of the business

93.10 Restrictions that may be accepted by the shareholders and the company: financial policy

94 The need for deadlock provisions

96.2 Third-party references

103.1 Scope of restraint of trade clauses

103.3 Restraints of trade in joint venture agreements

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’