ALB Virtual Joint Ventures and Alliances – Guide to Negotiating Commercial Terms, Legal Structures and Documentation Masterclass
ALB Virtual Joint Ventures and Alliances – Guide to Negotiating Commercial Terms, Legal Structures and Documentation Masterclass
23 – 24 September 2021
3:00pm to 6:00pm (Singapore/Hong Kong/China Time) GMT +8
12:30pm to 3:30pm (India Time) GMT+5.5
11:00am to 2:00pm (UAE Time) GMT+4
Delivered Via: 2-Part Webinar
Overview
Joint ventures, or commonly known as ”mergerless merger” are popular options for businesses to consider when planning to expand into international markets.
Companies need to evaluate the key commercial reasons and corporate objectives behind entering into joint ventures and understand how these can be reflected in the legal structure and documents. In addition, they must be willing to share the overall risks, costs, management, and success of the venture with the local partners.
This 2-part virtual workshop will equip delegates with the essential knowledge and understanding of legal and commercial issues driving the setup of international joint ventures. Participants will look at case studies, examine sample documents and receive checklists to assist them with dealing with joint ventures following the course.
- Recognise the commercial and legal problems that regularly arise during the life cycle of a joint venture
- Understand the often sensitive issue of pre contract documents including the differences in common and civil law
- Examine the different options of legal structures that can be selected depending on the commercial objectives and address the advantages and disadvantages of each option including limited companies, partnerships and contractual joint ventures
- Overcome the challenges of decision making in a joint venture where parties are working to a common end but have different ultimate interests including minority shareholders, deadlock and options such as ‘Russian Roulette’ and Texas Shoot Out’
- Benefit from case studies, examine sample documents and receive checklists to better deal with joint ventures
Who Should Attend
- Partner /Lawyers in Practice
- CLO (Chief Legal Officer)
- Head of Legal
- VP Legal
- Head of Compliance
- Legal Director
- GM (Legal)
- General Counsel
- Senior Counsel
- Regional Counsel
- Legal Counsel
- Legal Manager
- Finance & Commercial Directors
- Company Secretaries
- Corporate Finance Professionals, Bankers & Analysts
Workshop Agenda
Day 1– 23 September 2021, 3pm to 6pm (GMT +8)
3:00 pm Introduction
- What is a Joint Venture?
- Why enter into a Joint Venture?
- Reasons for Joint Ventures
- Choosing a legal structure
- Key legal considerations
- Information you need to decide on the legal structure
- Key success factors
3:45 pm Pre-Contract Documents – Heads of Terms/MoU with Sample Document
- Pros and cons
- Types of pre-contract documents
- Duty of good faith
- Letters of intent
- Memorandum of Understanding
- ‘Subject to contract’
- Governing law – choice and impact
- Advice to negotiators – Checklist
4:30 pm Break
4:45 pm Selecting the Legal Structure that Reflects Commercial Objectives – Key Determinants
- Relevant laws
- International joint ventures
- Questions to address
- Restrictions
5:15 pm Main Joint Venture Structures – Advantages & Disadvantages
- Limited Liability Company
- Limited Liability Partnership
- Partnership
- Contractual Joint Venture
- Contentious areas
6.00 pm End of Day 1
Day 2 – 24 September 2021, 3pm to 6pm (GMT +8)
3:00 pm Decision Making
- Directors
- Votes
- Quorum
- Reserved Matters
- Conflicts of Interest
3:30 pm Deadlock & Default
- Default
- Casting Vote
- Winding – up
- Put and Call Options
- Sale
- ‘Texas Shoot Out’
- ‘Dutch Auction’
- ‘Russian Roulette’
4:00 pm Transfer of Shares
- Pre – emption rights
- Right of first offer
- Right of first refusal
- Pre – emption problem areas
- Permitted transfers
- Change of control
- ‘Drag and Tag’ Rights
4:30 pm Break
4:45 pm Exit, Termination and Change
- Importance and Key Issues
- Fixed term/joint renewal
- Termination for convenience
- Termination for Cause
- Consequences of Exit/Termination
- Winding–up
5:15 pm Case studies
5:45 pm Sample documents and checklists
6:00 pm End of Day 2
| Before GST | After GST | |
| Early Bird Rate (Ends 20 August) | USD700 | USD749 |
| Standard Rate | USD800 | USD856 |
Contact Us
Romulus Tham
(65) 6870 3575 / romulus.tham@tr.com
WEBSITE
https://www.legalbusinessonline.com/jointventures2021
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