Joint ventures and strategic partnerships and alliances can arise for a number of different reasons and purposes, and can be structured in a variety of ways.
By reviewing the commercial objective of the joint venture and the responsibilities of the parties to it, we can use our extensive experience to advise whether a special purpose joint venture vehicle should be formed (commonly either a company or an LLP) or whether the joint venture can best be achieved by purely contractual arrangements. We will liaise closely with your tax advisors to ensure that the chosen structure is tax effective.
Having ascertained the correct structure, we can prepare and negotiate all the relevant and necessary documentation to ensure that whatever the structure, the joint venture has the best possible prospect of success, and that your investment in it is best protected, whether the joint venture is to facilitate a single contract bid, or is part of a longer term partnering arrangement. Our expertise in competition law, employment law, intellectual property law, company law, shareholders' agreements and partnership law is often required in joint venture circumstances, as is our experience in public and private sector procurement and in tendering processes. The structure of your business will be key to its success as you seek to grow it and commercial collaboration with joint venturers or shareholders will need to recognise each party's commercial intent.
We are highly experienced in giving clients the very best advice in relation to the many and varied elements of such arrangements, which will include:
- investor protection provisions to set down principles of business conduct in private equity arrangements
- minority protection to give minority stakeholders rights to protect them from abuse by, or to put them on an equal footing with, the majority
- quasi-partnership arrangements to cover key terms for the conduct of the business, such as required levels of voting or veto on key issues, and issues arising on succession, sale, death or forced retirement
- an agreed business plan, stakeholder finance, guarantee obligations and sharing of profits and returns, whether by loan repayment, salary/bonus or dividend
- non-solicitation and non-compete covenants to the company and other shareholders both during the life of the agreement and after exit.
- solutions to deal with disagreement between two equal participants in deadlock.
Whatever the setting, we can explain the options available to you and advise on the best route for your business.