Corporate joint venture dispute—dealing with deadlock: initial considerations
Produced in partnership with John Gilbert of K&L Gates LLP
Corporate joint venture dispute—dealing with deadlock: initial considerations

The following Dispute Resolution guidance note Produced in partnership with John Gilbert of K&L Gates LLP provides comprehensive and up to date legal information covering:

  • Corporate joint venture dispute—dealing with deadlock: initial considerations
  • Scope of this Practice Note on corporate joint venture disputes
  • Is the JVC 50-50 or majority-minority owned?
  • 50-50 JVC deadlock dispute
  • Minority shareholder creating deadlock in a JVC
  • Majority shareholder—prejudicial conduct

This Practice Note identifies, from a practical perspective, the initial factors to consider where an irreconcilable conflict arises between parties to a joint venture established as a corporate joint venture (a joint venture company or JVC); whether a 50-50 JVC or a majority-minority JVC. Such conflict may result in deadlock in the management of the JVC triggering prescribed deadlock resolution procedures set out in the joint venture agreement (JVA). Other times, the issue may precipitate some form of redress under the Companies Act 2006 (CA 2006) or even potentially a more general contractual remedy under the common law.

Scope of this Practice Note on corporate joint venture disputes

Where the joint venture (JV) structure used to establish the relationship is via a JVC then the key documents to consider when dealing with any dispute or issue arising in relation to the JVC are the JVA and the JVC's articles of association. While the substantive nature of any dispute can be similar as between the different types of structure used, there are additional factors to consider specific to those established via JVCs.

Certain disagreements can lead to deadlock stifling the JVC from functioning properly, in which case the JVA will usually prescribe stepped deadlock resolution processes to be followed. Sometimes, those same issues can however also give rise to the aggrieved party