Joint ventures (JVs) take many different forms and are entered into for many different strategic reasons, for example to combine financial resources or to pool know how. They may also enable parties constrained for reasons of risk appetite or availability of investment funding to develop business propositions or to create economies of scale in a given industry sector.
Joint ventures may be alliances created by necessity or they may be the coming together of complementary skill sets. Further, whilst this has always been a feature in particular industry sectors and jurisdictions, the significance of foreign ownership restrictions may increasingly drive the joint venture as the vehicle of necessity.
What do you need to consider?
Explore further some of the key topics relevant to understand when entering into a joint venture below.
Preparatory steps | Governance arrangements | Competing with the JV | Financial issues | Share transfers and exit provisions | Default situations | Dispute resolution considerations | Specialist work streams
Sectors in focus
Remodelling the Model Documents
The British Venture Capital Association has published its long awaited update to its model documents for early stage venture capital investment.
Joint ventures in shipping: Complex but rewarding
Joint ventures have been prevalent in the shipping industry for many years.
Technology joint ventures
This article examines key aspects of joint ventures in the technology sector and the particular issues and challenges that these joint ventures raise.
In this webinar, which is the first in our JV Building Blocks series, we consider some key issues to address when considering a joint venture including due diligence topics, operating structures and an overview of the typical documentation required.
Funding and Dilution
One of the key areas of negotiation when forming a joint venture is the future funding requirements of the joint venture and how these will be fulfilled.
Minority Protections, control and deadlock
Whatever the complexion of a joint venture, from a deadlocked arrangement to one with minority shareholders, the questions of how control is to be exercised and minority position protected will be key.
Joint ventures: Dealing with ABC, sanctions and human rights concerns
Entering into international joint ventures can give rise to complex considerations relating to compliance with anti-bribery and corruption, money laundering, sanctions law and regulation, as well as human rights concerns. In this webinar, a multidisciplinary panel of lawyers from our London and Washington DC offices discuss how to best position yourself to tackle some of the practical challenges and issues which may arise.
Expertise in key areas
Joint ventures require expertise in a number of specialist technical areas. Norton Rose Fulbright’s team brings together lawyers with such experience as illustrated by the more in depth guidance below.
Use of expert determination mechanisms
Expert determination is a binding form of dispute resolution that is often used in matters of a technical nature.
One year on: What should you know about the first year of the UK NSI regime?
Having commenced on 4 January 2022, the UK’s new national security regime has now been in force for more than 12 months. Introduced by the National Security and Investment Act 2021 (NSI Act), the new regime has had a significant impact on deal-planning, considerably expanding the number and types of transactions subject to UK national security reviews, as well as introducing, for the first time, mandatory notification requirements alongside voluntary filings.
The UK’s new NSI regime: What do you need to know?
The UK’s new, more extensive national security regime enters into force on January 4, 2022.
The application of bilateral investment treaties to international joint ventures
In the 60 years since the first bilateral investment treaty (BIT) was agreed between Germany and Pakistan in 1959, a significant body of investment law has developed.
Competition law considerations for joint ventures
The benefits of joint ventures are well-rehearsed.
Joint ventures and human capital issues
A number of key issues need to be considered at the outset of any joint venture arrangement.
Data protection considerations for establishing the joint venture
As part of a joint venture transaction, personal data may be shared between the parties, including as part of the due diligence process.
Joint ventures: choice of law and choosing the right dispute resolution forum
Subject to any particular restrictions under applicable local law, the parties to a joint venture or shareholders’ agreement are generally free to choose any governing law and jurisdiction clauses.
Joint ventures: IP ownership and development considerations
The IP considerations in relation to joint ventures can vary considerably in complexity, depending on the nature of the JV.
Joint ventures and tax considerations
As with most corporate transactions, tax is a key component in determining the ultimate structure and operation of a joint venture.
Latest insights and resources
Unfair prejudice: Recent developments
Under English law, majority rule is the normal state of affairs for the running of a company.
Minority shareholders in joint ventures: Statutory protections available under English law
In addition to seeking contractual protections under the terms of a shareholders’ agreement and the articles of association of the company, a prospective minority shareholder of a joint venture company would be well advised to understand the statutory rights and protections available to it under English law.
UK: Sevilleja v Marex Financial Limited: Reflections for shareholders’ agreements
This briefing considers the existence and scope of the so-called “reflective loss” principle as determined by the recent majority decision of the UK Supreme Court in Sevilleja v Marex Financial Ltd  UKSC 31 (the Marex case) and its significance in the context of shareholders’ agreements.
UK: Good faith and shareholders’ agreements
For parties preparing to enter into a joint venture (whether as shareholders through the use of a corporate vehicle or by adopting a different structure) it may seem axiomatic that each would expect the other parties to act “in good faith” in their joint venture dealings.
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Foreign Investment Regulation
Foreign investment regulation has become increasingly relevant for the execution of mergers and acquisitions. More and more countries are adopting restrictive foreign investment regulation to protect their national assets and critical industries. This makes it important to carefully assess implications and risks early on.