12/12/2023 17:00 -
21/12/2023 - 18:00
Drafting Joint Venture Agreements
Εισηγητής: Androulla Poutziouris
Aims of the seminar:
This course is designed to provide participants with the knowledge and skills necessary to draft a comprehensive joint venture agreement. Participants will learn about the key provisions that should be included in such an agreement, as well as the legal requirements and considerations that must be taken into account. The course will cover topics such as the structure of joint ventures, the allocation of risks and rewards, the protection of intellectual property, and dispute resolution mechanisms. Participants will also be introduced to practical drafting tips and techniques to ensure that their joint venture agreement is clear, concise, and effective.
Why this seminar is important for you?
A course on how to draft an effective joint venture agreement can be beneficial for various individuals involved in or interested in the field of joint ventures. The following individuals may find it valuable to attend such a course:
Business Owners and Entrepreneurs: Individuals who are planning to enter into a joint venture or are involved in entrepreneurial activities can attend a course on drafting joint venture agreements. This course can provide them with the knowledge and skills to negotiate and structure joint venture agreements that protect their interests, outline clear terms and responsibilities, and facilitate successful partnerships.
Legal Professionals: Lawyers specializing in corporate law, commercial law, or contract law can attend a course on drafting joint venture agreements to enhance their expertise in this area. This course can provide them with insights into the key provisions, legal considerations, and drafting techniques specific to joint venture agreements, enabling them to provide comprehensive legal advice to clients.
Business Development and Strategy Professionals: Professionals working in business development, strategy, or corporate development roles can benefit from attending a course on drafting joint venture agreements. It can help them understand the essential elements of joint venture agreements, evaluate partnership opportunities, and structure agreements that align with their organization’s strategic goals.
Project Managers: Project managers involved in joint venture initiatives can attend a course on drafting joint venture agreements to gain insights into the contractual aspects of joint ventures. This course can provide them with the necessary knowledge to effectively manage and oversee joint venture projects, ensuring that the agreement supports successful project execution.
Financial Professionals: Professionals in the financial sector, such as investment bankers, venture capitalists, or private equity investors, may attend a course on drafting joint venture agreements to gain a better understanding of the contractual aspects of joint ventures. It can help them assess investment opportunities, negotiate favorable terms, and protect their financial interests in joint venture transactions.
MODULE 1: Introduction to joint ventures
What is a joint venture?
Definition of joint venture agreements
Types of joint ventures (equity, contractual, consortiums and strategic alliances)
Joint venture structures (corporate, partnership, contractual, EEIG’s)
Why joint venture agreements are important
When are joint venture agreements appropriate
Benefits and risks (advantages and disadvantages of joint venture structures
Overview of legal system and relevant laws and regulations
Case studies of successful joint ventures
MODULE 2: Pre-drafting considerations
Key considerations before drafting a joint venture agreement
Why is due diligence important
How to conduct due diligence on potential partners
Skills for identifying goals and objectives of the joint venture
Assessing risks and potential pitfalls of the joint venture and communicating them to the clients
The use of a term sheet and its importance
How to effectively use a term sheet and
Examples of term sheets
MODULE 3: Drafting the corporate joint venture agreement Part 1
Structure of a corporate joint venture agreement
Clauses to include in the agreement
Drafting clauses dealing with introduction and purpose of the joint venture
Drafting ownership, contributions and management of the joint venture
Drafting for contributions of the parties
Drafting for decision making processes
Drafting for confidentiality and non-disclosure
Drafting for protection of intellectual property rights
Drafting for termination and dissolution of the joint venture (exit strategies and key considerations when drafting)
MODULE 4: Drafting the corporate joint venture agreement Part 2
Drafting for potential deadlocks in each type of joint venture
Drafting for dispute resolution
Financing of joint ventures and distribution of profits clauses
Important boilerplate clauses to include
Drafting tips and best practices, Using clear and concise language, Avoiding ambiguities and inconsistencies
Ensuring completeness and coherence, Reviewing and revising the agreement
Common mistakes to avoid
Checklist to have in mind when drafting
MODULE 5: Specific considerations: JV
The company law requirements
Intellectual property considerations
Tax implications for joint ventures
Employment law considerations in joint ventures
Liability and indemnification considerations
Competition law considerations
Choosing the appropriate structure using case studies for your clients
European Economic Interest Grouping considerations in detail
Joint venture or shareholder agreement? Advising the client appropriately.
Summary of the key considerations and steps for advising and drafting the joint venture agreement and or structure
Questions and answers
This course is suitable for:
Business owners and entrepreneurs involved in entrepreneurial activities.
Legal professionals and lawyers.
Corporate development managers.
Private equity investors.
Government officials and regulators.