Joint Ventures - Structures, Documentation and Terms - now online

Session 1

What is a joint venture and why are joint ventures necessary?

• The benefits of joint venture partnerships and common imperatives
• Why and when you want a joint venture partner, such as to provide:
  (i) risk capital
  (ii) the necessary land and/or rights
  (iii) better funding arrangements
  (iv) the requisite expertise
• Introduction of the case study on the Coffee Cup Building

Joint venture structures – partnerships; limited liability partnerships; limited liability companies; complex tax aspects

• Possible structures:
  (i) Partnerships
  (ii) limited liability partnerships
  (iii) limited liability companies
  (iv) contractual joint ventures
• Tax aspects of the joint venture structures
• Wider market conditions and Brexit

Session 2    

Preliminaries – including heads of terms; confidentiality agreements; due diligence

• Heads of terms
• Effect of subject to contract
• Confidentiality agreements
• Due diligence
• Negotiation

Documentation Part I – including development, property management and asset management agreements

• Development agreement
• Property management agreement
• Asset management agreements

Session 3            

Documentation Part II – including shareholders’ and partnership agreements; Articles of Association; business plans

• Shareholders’ agreement / partnership agreement
• Articles of Association
• Business plan
• Key issues to address in documentation:
  - Rights and obligations including allocation of risk and responsibilities
  - Target investors and how to align objectives, business plans and financial management for a win-win outcome
  - Recruiting expertise and putting together a suitable management structure for this joint venture and not just any joint venture
  - Approaches to accessing funding or funding on better terms
  - Working out the risk vs reward split
  - Decision making and profit distributions, leadership, management and governance

Session 4

Common pitfalls – including what happens if more funding is required; introducing new JV partners to the arrangement; share transfers

• What happens if more funding is required?
• Introduction of a third joint venture partner to the case study to provide more funding
• Introduction of the possibility of acquiring a property in Paris
• New partner promotes
• How do share transfers work in the context of joint ventures, permitted transfers, pre-emption rights, first offer rights, first refusal rights, change of control, drag and tag

Exit/deadlock – including the risks of going and the risk of not going; remedies and resolutions in deadlock; sale of assets; distribution of assets

• The risks of going and the risks of not going
• Deadlock, remedies and resolutions
• Put and call options
• Dealing with partnership disputes
• Sale of assets/distribution of assets
• Dealing with conflict and working out routes of exit:
  - Termination for cause
  - Termination for convenience