The following Corporate guidance note Produced in partnership with Matthew Powell of Shearman & Sterling LLP provides comprehensive and up to date legal information covering:
With thanks to other contributors from Shearman & Sterling LLP offices in Abu Dhabi, Beijing, Frankfurt, Hong Kong, London, New York, Paris, Rome and Tokyo, and for contributions on South African Law from Dean Rose of Edward Nathan Sonnenbergs Incorporated and on Dutch Law from Marleen Wessel at Loyens & Loeff.
The law as set out in this Practice Note may be affected by Brexit. For further details of its impact, see Practice Note: Brexit—impact on corporate joint ventures.
There is no ‘one size fits all’ approach when forming cross-border joint ventures (JVs) (ie where one or more of the JV parties is based outside the UK and they intend to form a JV outside the UK). The terms of any agreement must ultimately describe the commercial arrangement between the parties. However, many of the legal issues set out in this and the following Practice Notes: Cross-border joint ventures—taxation and funding issues, Cross-border joint ventures—management and control and Cross-border joint ventures—termination (together the Cross-border Joint Venture Practice Notes) may in fact influence the choice of jurisdiction for the JV entity, as well as the commercial deal itself, and should therefore be considered as early as possible to give the JV the best chance of success.
Even if a joint venture agreement (JVA) has a familiar governing law, such as English
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