Joint Ventures and Strategic 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. 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
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