The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note serves as a guide for a drafter when drafting and/or reviewing a ‘deadlock’ or ‘50:50’ corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an equal number of shares), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such deadlock JVA.
For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure.
For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and The joint venture agreement, and Checklists: Corporate joint venture preliminary issues—checklist and Joint venture shareholders’ agreement—checklist.
Examined below are relevant issues in respect of the key provisions of a deadlock JVA, which the drafter should consider when drafting and/or reviewing such JVA.
The parties to a JVA are usually the shareholders in the JVC. The drafter will need to
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