Property analysis: The court decided that a father and son held a property in trust for themselves as tenants in common in equal shares. As part of its findings, the court decided that the declaration of trust in box 11 of the transfer of part (TP1) was valid despite the fact that the transferees had not signed the TP1.

Restructuring & Insolvency analysis: The trustees in bankruptcy of Nikolay Fetisov and Ilya Yurov (the Trustees) made an application to the court under section 303 of the Insolvency Act 1986 (IA 1986) seeking permission for them to make distributions to PJSC National Bank Trust (NBT) in the two bankruptcies. The Trustees made this application as NBT, the largest creditor in each of the bankruptcies, is a Russian bank, majority owned by the Central Bank of Russia (CBR). The Trustees were concerned that making a payment to NBT would breach the Russia (Sanctions) (EU Exit) Regulations 2019. The Trustees’ application was successful and the court made an order permitting distributions to be made to NBT’s UK solicitors, Steptoe. Written by Sam Fenwick (partner), Mimi Oluwande (solicitor) and Ari Smith (trainee solicitor) at Wedlake Bell LLP.

A joint venture is a commercial agreement in which the parties involved agree to form a new entity, sharing assets, equity and revenue. A joint venture can be for one specific project, period or a continuing business relationship.

The term ‘joint venture’ is used to describe many different types of situations that range between structural arrangements that create or change the economic control of a legal entity, such as joint venture companies, partnerships and changes to shareholder control, and non-structural arrangements such as contractual joint projects and informal (undocumented) collaborations.

The term joint venture has no specific legal meaning under UK law. It is essentially a commercial arrangement between two or more parties who agree to pool their resources for the purpose of accomplishing an intended project (or other business activity). It describes many different types of situations that range from structural arrangements that create or change the economic control of a legal entity, such as joint venture companies or partnerships, to non-structural arrangements such as contractual joint projects and informal (undocumented) collaborations. A joint venture can be formed for one specific project, period or a continuing business relationship.

This Practice Note covers the accounting treatment of joint arrangements, including joint ventures and associates. This is an area of accounting which can create difficulties in practice as, while on the face of it, the requirements of the relevant accounting standards look relatively simple, they can actually be quite complex to apply. The accounting requirements of IFRS and FRS 102 are relatively similar, although old UK GAAP was significantly different in some areas. Old UK GAAP has not been covered in this Practice Note other than incidentally, as FRS 102 applies for accounting periods beginning on or after 1 January 2015 and is therefore likely to apply to the vast majority of current and future transactions involving joint ventures and associates. As FRS 102 and IFRS are relatively similar, key differences have been highlighted rather than analyse in detail the accounting under each financial reporting framework. Where difficulties tend to arise is on determining what the substance of an arrangement is and the degree of control or influence actually

A contract between shareholders in a private company limited by shares. It supplements the provisions of the joint venture company's articles of association and covers matters such as the business of the joint venture, the composition of the board and management arrangements, share transfers, financing, protection or minority and majority interests, group/consortium relief, deadlock and termination. It is also known as a shareholders' agreement.

A limited liability company set-up by the joint venture parties to operate the joint venture.

This Practice Note identifies key considerations when faced with a potential joint venture (JV) dispute. It is relevant to all forms of JV structure, with additional considerations where the JV relationship is established via a joint venture company (JVC). It should be noted from the outset that embarking on a JV relationship usually involves considerable planning by the JV parties who have decided to partner with one another for mutual gain (usually by sharing cost, resource and experience). For that reason, the decision to pursue a dispute with a JV partner requires significant consideration. When faced with a potential dispute, your client will need to consider carefully what it wants to achieve and whether its ultimate aim is for the JV to continue, so as to reap the benefits of all the invested time and cost in setting it up, or whether there are sufficient reasons for losing that investment if the JV is to disband or your client exit from it. You will need to

A shareholder or member of a joint venture company.

Purpose of Checklist The purpose of this Checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which instructions will need to be sought, when drafting a joint venture agreement (also known as a shareholders’ agreement) and articles of association for a joint venture company (JVC). It is for guidance only and is not exhaustive. This Checklist is prepared with the requirements of English law in mind and, although similar considerations are applicable in the case of an international joint venture agreement, it is important to recognise the limitations of this Checklist in the context of a foreign joint venture (JV) vehicle. For a Checklist on the preliminary considerations which need to be borne in mind, and on which instructions will need to be sought, when considering entry into a JV arrangement where the JV vehicle is to be a private company limited by shares, see Checklist: Corporate joint venture preliminary issues—checklist. See Precedents: Joint venture shareholders’ agreement—deadlock (50:50) and Joint venture shareholders’ agreement—majority/minority for Precedent joint venture agreements and Precedents:

This Agreement is made on [insert date] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([A]), 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([B]), and 3 [Insert name of the company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company). BACKGROUND (A) The Company, at the date of this Agreement, has in issue ordinary shares of £[insert nominal value] each, of which one ordinary share has been issued fully paid and is registered in the name of [A] and one ordinary share has been issued fully paid and is registered in the name of [B]. (B) The Parties have agreed to enter into this Agreement in order to carry out the Development (as defined below) and to set out their various rights and obligations. (C) The Company shall carry on business in accordance with the terms and conditions