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About the course

Learn commercial & financial aspects of joint ventures & alliances

One of the most popular strategies for entering international markets is through joint ventures or strategic alliances – where the risks, costs, management, and success of the venture are shared by the partners. For international joint ventures and alliances, the entities are subject to many regulations and legal requirements which must be fully understood by the parties involved. Added to this are complex business and financial considerations which must be satisfied – often within the framework of a foreign culture and foreign practices. Cultural and social differences also play a large role in the success or failure of such ventures.

  • This course focuses on the key legal, commercial and financial aspects of setting up international joint
  • ventures and alliances. The Course Director will explain how to avoid problems and ensure success
  • from the outset – from the strategic planning and negotiating phase through to the drafting and
  • implementation of the contracts and the period of integration.

Agenda

Day 1 Different routes to venture and collaborate

  • Preliminary questions
  • Deciding structure – advantages and disadvantages
  • Limited liability company
  • Partnership – limited / unlimited
  • Contractual
  • Strategic alliances
  • Multi party ventures

Structuring the venture

  • Key business factors and objectives
  • Control and direction – the role of directors
  • Employees
  • Funding methods

Legal and regulatory issues

  • Financial authorities
  • Boycotts trade embargoes
  • Government consents and approvals

Managing the negotiation

  • Cross cultural issues
  • Styles and techniques
  • Communication
  • World class negotiation strategies

Drafting the agreements (part 1)

  • Pre-contract agreements
  • Types of pre-contract documents
  • Duty of good faith
  • Letters of intent
  • Memorandum of Understanding
  • Intention to proceed
  • ‘Subject to contract’
  • Governing law – choice and impact
  • Advice to negotiators

Due diligence

  • Partners
  • Strategic and commercial
  • Financial

Confidentiality agreements – drafting workshop

  • Purpose
  • Types of information they protect
  • Causes of breach
  • What information cannot be disclosed
  • Enforcement
  • Different jurisdictional approaches

Day 2 Drafting the agreements (part 2)

  • Negotiating and drafting the joint venture agreement – general terms
  • Role of partners
  • Exclusivity provisions
  • Exit provisions
  • Choice of law
  • Accounting and currencies

Key problem clauses

  • Interpretation clauses
  • Roles and obligations
  • Best Efforts’ and ‘Reasonable Care’
  • Best Endeavours’ and ‘Reasonable Endeavours’
  • Penalty clauses
  • Limiting liability
  • Assignment clauses

Maintenance reserves

  • What they are?
  • How are they calculated?

Exit strategies and dispute resolution

  • Drafting dispute resolution clauses
  • Choice of law
  • Pre-action negotiation and mediation
  • Arbitration
  • Enforcement of awards and judgments

Model agreement

Dealing with post-signature issues and post contractual obligations

  • Legal and practical implementation of the agreement
  • Governance of the joint venture
  • Minimising the risks of failure
  • Extension into the future

Questions and discussion

Who should attend

  • In-house lawyers
  • Business development executives
  • Managing directors
  • Finance directors
  • Commercial directors and managers
  • Company secretaries

Delegates will gain a thorough knowledge of:

  • The key business factors and objectives behind international joint ventures and alliances
  • Considering and analysing sample agreements
  • How to use world-class negotiation strategies to get the deal right from the outset
  • Understanding and drafting the agreements involved
  • The best methods of funding international ventures
  • Protection and management of existing and new technology in the venture
  • The management of disputes
  • How to deal with the post-signature practical implementation of the agreement

Trust the experts

Arun Singh

Arun is a corporate educator and international lawyer in private practice. As a facilitator, coach and consultant he focuses on Intercultural Management and Communication, International Leadership, Impact and Influence, Intercultural Negotiations, Cultural Due Diligence, and Country-Specific Advi...

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