The following Corporate guidance note provides comprehensive and up to date legal information covering:
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.
The principal documents required for a corporate joint venture are:
the articles of association (articles) of the joint venture company (JVC), and
the joint venture or shareholders’ agreement (JVA)
For a discussion about what is typically covered in the JVA, as opposed to the articles, see Practice Note: Documenting the corporate joint venture.
The purpose of the JVA is to establish the rights and obligations of the parties in relation to the joint venture, to ensure that the company and its business is established and run in accordance with the parties’ objectives and to set out procedures for dealing with any difficulties which may arise.
Key matters covered in the JVA are:
the business of the joint venture
the composition of the board and management arrangements
share capital and funding of the JVC
distribution of profits
protection of minority and majority interests (if applicable)
resolution of deadlocks
transfer of shares, and
For agreements covering deadlock and majority/minority interests issues, see Precedents: Joint venture shareholders’ agreement—deadlock (50:50) and Joint venture shareholders' agreement—majority or minority.
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