Joint ventures and share schemes related issues
Joint ventures and share schemes related issues

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • Joint ventures and share schemes related issues
  • What is a joint venture?
  • Types of JVs
  • Assumptions
  • Effect of a JV on non-tax-advantaged share schemes
  • Old scheme Versus new scheme
  • JVs and companies act definition of employees' share schemes
  • JVs and FSMA 2000 definition of employees' share schemes
  • JVs and prospectus requirements
  • JVs and financial assistance issues
  • More...

What is a joint venture?

A joint venture (JV) is a commercial arrangement entered into by two or more independent parties whereby each party agrees to develop, often for a finite time, a new entity by contributing equity or other assets. For the purposes of this Practice Note, the new entity will be referred to as the joint venture company (JVCo). The parties exercise control over the JVCo and consequently will typically share revenues, expenses and ownership.

A JV can take many forms. For example, it may be operated through a separate JV vehicle, commonly a limited liability company or a partnership. Alternatively, and at its simplest, it may be an arrangement between participants, the JV parties (JVPs) whereby those participants do not form a separate legal entity, but rather associate with one another simply by means of a contractual arrangement.

For further, more general information on JVs, see Practice Note: Setting up a corporate joint venture—initial considerations.

This Practice Note only seeks to detail the effect a JV may have on general share incentive issues outside of the statutory tax-advantaged share plans. This Practice Note will examine the repercussions a JV may have on other areas of law, such as:

  1. the Companies Act 2006 (CA 2006) definition of employees' share schemes

  2. the Financial Services and Markets Act 2000 (FSMA 2000) definition of employees' share schemes

  3. prospectus requirements

  4. financial

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