Contractual joint venture definition

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Reviewing contractual joint venture arrangements—checklist

Reviewing contractual joint venture arrangements—checklist This Checklist sets out the key issues to consider when entering into, drafting or reviewing contractual joint venture arrangements. It considers the legal, regulatory and practical issues around contractual joint venture arrangements. For background, see Practice Notes: Contractual joint ventures, Drafting a contractual joint venture agreement and Drafting for particular types of contractual joint venture. Preliminary issues for consideration Consideration Guidance What is the status of discussions between the parties to date? For more information, see Practice Note: Pre-contractual representations and statements. Is a confidentiality undertaking required from either, both or all the parties or their affiliates? For more information, see Practice Note: Practical steps to protect or obtain access to confidential information and Precedents: Confidentiality agreement—contractual joint venture, Confidentiality agreement—one-way—pro-discloser, Confidentiality agreement—one-way—pro-recipient and Confidentiality agreement—mutual. Do the parties want to have a period of exclusive negotiation? For more information, see Practice Note: Exclusivity in contract negotiations. Identify whether there could be any 'roadblocks' to the proposed transaction (eg competition issues, regulatory consents or...

Checklist of tax questions to ask the joint venture counterparty

Checklist of tax questions to ask the joint venture counterparty This Checklist sets out a list of key tax questions to ask a counterparty to a joint venture. The aim of the list is to determine the principal UK tax issues that may arise for the remaining joint venture party/parties and/or any joint venture vehicle. These potential issues are highlighted in the list. The checklist assumes that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes provide further details of the UK tax issues highlighted in this checklist: • Tax implications of contractual joint ventures • Tax implications of establishing a joint venture partnership • Tax implications of operating and terminating a joint venture partnership • Tax implications of establishing a joint venture company • Tax implications of operating and terminating a joint venture company • Tax implications of international joint ventures • Transfer pricing and joint ventures, and • Tax influences on choice of...

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Tax influences on choice of joint venture vehicle

Tax influences on choice of joint venture vehicle This Practice Note considers how the principal UK tax aspects of the establishment, operation and termination of a joint venture may impact on the choice between operating a joint venture through a contractual arrangement, a joint venture company (JVCo) or a partnership. It is assumed for the purposes of this Practice Note that the joint venture parties are UK tax resident corporate entities and that any separate joint venture vehicle established is also UK tax resident. For information on joint ventures with a non-UK tax element, see Practice Note: Tax implications of international joint ventures. Types of structure available for a joint venture A joint venture is a commercial arrangement entered into by two or more independent parties. There are no specific laws, including tax laws, applicable to joint ventures and no technical legal meaning of the term. A joint venture will usually take one of the following forms: • contractual arrangement, • partnership (general, limited or limited...

Tax implications of operating and terminating a joint venture company

Tax implications of operating and terminating a joint venture company This Practice Note considers the UK tax aspects of the operation and termination of a joint venture operated through a limited liability company (JVCo), a separate legal entity from the joint venture parties. For information on the tax aspects of the establishment of a JVCo, see Practice Note: Tax implications of establishing a joint venture company. It is assumed for the purposes of this Practice Note that the joint venture parties are UK tax resident corporate entities and that the JVCo is UK tax resident (for information on joint ventures with a non-UK element, see Practice Note: Tax implications of international joint ventures). Operation of the JVCo Extraction and taxation of the JVCo’s profits As the JVCo is a separate legal entity, profits from its operation will accrue to the company itself rather than directly to the joint venture parties (as they would, for example, in a contractual joint venture or a joint venture partnership). If the joint venture...

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What issues arise in contractual joint ventures? What type of agreement would be appropriate for collaboration between a musician and a record label, and what intellectual property considerations would arise?

What issues arise in contractual joint ventures? What type of agreement would be appropriate for collaboration between a musician and a record label, and what intellectual property considerations would arise? Joint venture Contractual joint ventures—overview discusses the general issues which arise in contractual joint ventures, in particular how to draft a contractual joint venture. Also see Practice Note: Setting up a joint venture—choice of structure, which considers the advantages and disadvantages of the different structures/vehicles that could be used to set up a joint venture. These include a corporate joint venture, a joint venture partnership and a contractual or commercial joint venture (a collaborative JV). Areas covered for each vehicle include any statutory framework, legal personality, limited liability, flexibility and publicity. Practice Note: Contractual joint ventures sets out the advantages and disadvantages of using a contractual joint venture, as well as setting out the common types of contractual joint ventures. Drafting the contractual joint venture Practice Note: Drafting a contractual joint venture agreement sets out various general...

How is the contribution of land by an individual to a joint venture company to be documented?

How is the contribution of land by an individual to a joint venture company to be documented? This Q&A assumes that the joint venture will take the form of a joint venture company (JVC) rather than a partnership or a contractual joint venture. In respect of the latter, we refer you to the following content which you may find useful: • Practice Note: Property Joint Ventures—general issues • Practice Note: Property Joint Ventures—choosing the right structure • Commentary: Joint venture agreement between a developer and financier: Encyclopaedia of Forms and Precedents [2699] • Commentary: Legal charge—joint venture—owner and developer—securing owner’s interest in development profit [2687] In order to form a joint venture, the parties will enter into a joint venture shareholders’ agreement which will establish the rights and obligations of the parties in relation to the joint venture, to ensure that the JVC and its business is established and run in accordance with the parties’ objectives and to set out procedures for dealing with any difficulties which...

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Commercial weekly highlights—25 March 2021

This week’s edition of Commercial weekly highlights includes: the latest ASA rulings, a look at the government’s response to the report on the European Union (Future Relationship) Bill, the introduction of four new UK Trade and Investment Hubs by the Department for International Trade, the Competition & Markets Authority’s (CMA) request that Countryside and Taylor Wimpey remove ground rent terms, and an analysis of the judgement in Westfields Homes Ltd v Keay Homes (Windrush) on reasonableness, good faith and ‘the spirit of the agreement’ in commercial contracts.