Learn on your Schedule
Session 1
What is a joint venture and why are joint ventures necessary? - James Wilkinson
- The benefits of joint venture partnerships and common imperatives
- Why and when you want a joint venture partner, e.g.: to provide:
- risk capital
- the necessary land and/or rights
- better funding arrangements
- 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 - Matthew Evans & Tom Baxter
- Possible structures:
- partnerships
- limited liability partnerships
- limited liability companies
- contractual joint ventures
- Tax aspects of the joint venture structures
- Wider market conditions
Session 2
Preliminaries – including heads of terms; confidentiality agreements; due diligence - James Wilkinson & Matthew Bowen
- Heads of terms
- Effect of subject to contract
- Confidentiality agreements
- Due diligence
- Negotiation
Documentation Part I – including development, property management and asset management agreements - David Stokes & Charlotte MacArthur
- Development agreement
- Property management agreement
- Asset management agreements
Session 3
Documentation Part II – including shareholders’ and partnership agreements; Articles of Association; business plans - Matthew Bowen & Matthew Evans
- 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 - James Wilkinson
- What happens if more funding is required?
- Introduction of a third joint venture partner to the case study to provide more funding
- 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 - James Wilkinson & Matthew Bowen
- 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