Joint ventures
Corporate finance training
Corporate finance training programmes
Private company acquisitions: overview
Private company acquisitions: due diligence
Private company acquisitions: drafting

Private company acquisitions: warranties and disclosures

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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Private company transactions

Joint ventures

An introductory course covering all aspects of joint ventures and shareholders’ agreements, concentrating on the practical aspects of drafting the relevant documentation and avoiding legal pitfalls.

CPD: 6 hours

Level: introductory

OBJECTIVES

As a result of attending participants should understand the main options for structuring joint ventures and when each is most suitable. The principal considerations in relation to drafting documents for each type of structure and the main commercial considerations, including the options for termination of a joint venture and their advantages and disadvantages will also be covered.

Topics covered on this course will include

• Structuring the joint venture to achieve client objectives.
• Drafting the articles of association and shareholders’ agreement.
• Shareholder rights and remedies.
• Protecting minority shareholders.
• Options for termination.
• How to deal with deadlock and default.

 

COURSE OUTLINE

PART 1: Structuring the joint venture

• The main joint venture structures: company, partnership and contract.
• Factors influencing the choice of structure and the advantages and disadvantages of each.

PART 2: Preliminary issues

• How the due diligence process is relevant to joint ventures.
• The preliminary documentation relevant to joint ventures and the provisions usually included.
• Heads of agreement and their desirability and usefulness.
• Confidentiality and exclusivity periods.
• Potential liabilities for those providing information in relation to a joint venture.
• Relevant provisions of the Listing Rules.

PART 3: Documentation for a joint venture

• The cooperation agreement.
• The formation and financing of a corporate joint venture.
• The need for a shareholders’ agreement in a corporate joint venture.
• Class rights and the articles of association.
• Management of the joint venture.
• Minority protection.

PART 4: Termination and deadlock

• How to deal with deadlock.
• Particular procedures including Russian Roulette and Texas Shoot Out.
• Options for termination and when they should apply.

PART 5: Restrictions on transfer of shares

• Forced transfer and pre-emption provisions.
• Procedural matters regarding the operation of pre-emption.
• Piggy back and drag along rights.
• Articles of association.