joint venture agreements
A joint venture is a powerful tool for business growth, allowing collaboration between businesses and research institutions, access to shared resources, markets, and know-how. However, whether you are building, operating, or terminating a joint venture, there are several important legal challenges and risks to be addressed.
When two or more entities come together to exploit an exciting opportunity, they also bring potentially different cultures and working practices which can also be a cause for friction. Each participant needs a very clear strategy and robust documentation to protect their interests in a joint venture.
Working with our team of company and commercial solicitors will allow you to understand the risks involved, strategically plan your joint venture, and ensure your business is legally protected in the long-term.
Types of joint ventures
There is no set legal format for a joint venture in the UK, meaning that your relationship can be structured according to your own circumstances and the preferences of the parties involved.
The most common joint venture structures are:
- A collaboration agreement – this is a contractual joint venture where the terms of the project are specified in a contract and no separate legal entity is formed; or
- A joint venture entity – this is where a separate legal entity is created specifically for the joint venture, which could be a limited company, limited liability partnership, or partnership.
Each type of structure has its own advantages and disadvantages. Our company lawyers will discuss your objectives and advise you on the best option for your joint venture. Before making a decision, you will also need to seek professional advice on the tax implications of each option.
Why hire a corporate solicitor for your joint venture?
In addition to choosing the best way to structure your joint venture, there are a range of complex legal issues to consider around joint ventures, for example:
- The terms of the joint venture agreement and other documentation such as non-disclosure and shareholders agreements.
- How risk and liability will be shared between the parties involved.
- Deciding what happens if new intellectual property rights are created from the joint venture and who will own them; and
- Having procedures in place to govern disputes and allow parties to exit the joint venture if necessary.
Disputes can arise, for example on how profits are shared or how intellectual property rights have been created, so it is important to have bespoke documentation to provide clarity on these obligations and to help prevent a dispute, which could be costly and stressful.
How we can help
We can support you and your proposed joint venture in several ways, including:
- Advising you on the options for structuring your joint venture (for example, whether your project should have a contractual collaboration agreement or bespoke joint venture company).
- Advising on and dealing with intellectual property and confidentiality issues associated with the joint venture project; and
- Advising you on relevant laws which apply to your joint venture, such as competition law.
Joint venture set up
- Setting up a joint venture company or limited liability partnership.
- Drafting key documentation, such as heads of terms, a joint venture agreement, and corporate documents such as the joint venture shareholders agreement, articles of association or limited liability partnership agreement; and
- Negotiating joint venture terms on your behalf.
- Supporting you after your joint venture begins, for example by drafting commercial contracts for the joint venture business, advising you on employment and property law issues and your ongoing corporate compliance obligations; and
- Advising you on disputes in connection with your joint venture and how to resolve them.
Why choose Geoffrey Leaver Solicitors?
Our business solicitors in Milton Keynes have extensive experience in all types of joint venture arrangements, having assisted businesses from a variety of sectors, covering both small and large-scale projects national and international projects.
Our joint venture experience includes preparing collaboration agreements between:
- A UK company and a company based in Saudi Arabia, relating to the promotion and supply of technical equipment to customers operating in the oil extraction industry; and
- A UK company and a German company relating to the supply and evaluation of specialised testing equipment used in the rail industry.
What our clients say:
“From my first meeting with Danielle through until completion of our job I felt entirely in knowledgeable and capable hands. I was always kept up-to-date with the progress and milestones we needed to take and Danielle was efficient and diligent in following up with all parties to ensure the process moved along smoothly. Danielle was always available to answer and clarify any queries I had. I’d be very happy to recommend Danielle and her team at Geoffrey Leaver and will of course take any future legal problems I may have directly to Danielle for her expertise.”
The Company Commercial Team
Tim Roberts Senior Partner
Company Commercial 01908 689356Tim Roberts is Head of the Department and the firm’s Senior Partner. He began his career as a solicitor in the City of London before moving to Geoffrey Leaver Solicitors Company Commercial department. He has over 30 years of experience in Company Commercial and specialises in all aspects of the sale and purchase of companies and businesses, including management buy-outs, corporate restructuring, banking and corporate finance.