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• Joint Ventures and Share Schemes

Introduction

By working closely with commercial, IP, commercial property and tax colleagues, the Ashfords' Joint Ventures team puts the commercial needs of its clients first, whether they wish to establish a new venture or expand an existing business, to ensure that the correct vehicle is used to implement the alliance.

Factors which can affect this decision are the safeguards required by each party, the risk and reward each is willing to accept and the assurances required as to each party's ability to provide resources.

A joint venture will commonly arise where two or more corporate entities wish to pool together their resources for the purposes of a joint project. There are various types of arrangements through which such collaboration can be managed ranging from technology licensing and agency and distributorship agreements through to partnerships and contractual or corporate joint ventures (governed by the provisions of bespoke joint venture agreements and articles of association).

Many of the provisions in a joint venture agreement will also be relevant to a shareholders agreement but the latter will often be used in relation to a single company, as a contractual arrangement between all or certain of its shareholders. Shareholders agreements are particularly relevant in 'deadlock' companies (50/50 shareholding) where dispute resolution and exit routes are key issues. These types of agreement will also commonly deal with share transfer procedures, third party offers, minority protection, dividend policy and dissemination of business information.

Work handled includes:

• Preparation and negotiation of Shareholders Agreements and Articles of Association for individual companies
• Establishment of new JV companies and preparation and negotiation of JV Agreements and Articles of Association for Corporate Joint Ventures
• Preparation and negotiation of Collaboration Agreements for Contractual Joint Ventures

Recent work undertaken includes: 

• Collaboration Agreement for local property development projects
• Shareholders Agreement for company established to commercially exploit intellectual property in agrochemical sector
• Review of shareholders agreement and articles of association relating to establishment of EMI scheme by a company in the funeral services sector