Joint venture meaning

This Checklist This Checklist highlights the different avenues for bringing a joint venture (JV) to a close or facilitating an exit, and the factors to weigh depending on the pathway chosen. For guidance on addressing a JV dispute, see Practice Note: Joint venture disputes—how to respond. For further detailed guidance on terminating joint ventures where a specially created or nominated joint venture company (JVC) is involved, see the following Practice Notes: Termination—corporate joint ventures Tax implications of operating and terminating a joint venture company Corporate joint venture dispute—dealing with deadlock: initial considerations Majority-minority joint venture dispute—a practical illustration Entering a JV relationship usually calls for significant planning and effort from the JV parties, who opt to work together for mutual advantage (often by sharing cost, resources and expertise). You will need to assess the full ramifications of ending or exiting the JV, including whether there are sound reasons to be prepared to see that investment lost if the JV is...

This checklist presents core tax queries to raise with a joint venture counterparty. The goal is to identify the principal UK tax considerations that could arise for the remaining joint venture participant(s) and/or any joint venture vehicle, with those potential matters highlighted in the list. It is assumed that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes give further detail on the UK tax issues signposted in this checklist and highlighted in this checklist as follows: The tax consequences of contractual joint ventures The tax consequences of establishing a joint venture partnership The tax consequences of operating and terminating a joint venture partnership The tax consequences of establishing a joint venture company The tax consequences of operating and terminating a joint venture company The tax consequences of international joint ventures The transfer pricing and joint ventures The tax influences on choice of joint venture...

This checklist highlights the principal matters to review when a new individual joins a limited liability partnership (LLP), covering legal, regulatory and practical considerations. Identity of new member Full name and residential or registered address of the incoming member? Confirm the individual is not an undischarged bankrupt and is not prohibited from acting as an LLP member or as a company director. Check whether any current agreements or restrictive covenants (eg employment, LLP, joint venture, finance documents) could limit their ability to join or commit to the LLP. LLP agreement and other documentation What mechanism in the current LLP agreement governs the admission of new members? Will a deed of adherence/accession be required? Are any amendments needed to the terms of the existing LLP agreement? Do any related contracts require variation or consent, eg leases and IP licences?...

Prepared with Anthony Shatz of Fladgate LLP, this flowchart outlines the steps to be taken and the key matters to consider for a transfer of shares in a joint venture company (JVC), where a right of first refusal (ROFR), together with drag along and tag along provisions, appear in the articles of association/shareholders’ agreement...

Refer to the flowchart below for a decision pathway clarifying when establishing a joint venture falls under the EU Merger Regulation, outlining scope and applicability...

Flowchart This Flowchart explains the cancellation rights that must be offered to consumers who enter into on‑premises, off‑premises or distance contracts for the sale of digital content. It is intended for use when a practitioner needs to confirm the cancellation rights available to consumers purchasing digital content in line with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013). Note 1 — a consumer is an individual acting wholly or mainly for purposes outside their trade, business, craft or profession. Note 2 — certain sector contracts are governed by their own rules, including financial services contracts, rental contracts and package travel contracts, and are completely excluded from the CCR 2013. For more information, see Practice Note: Distance, doorstep and on‑premises sales — Excluded contracts...

Mergers The Commission cleared: Hartree Partners Holdings, LP’s acquisition of exclusive control of Touton S.A. (M.12189), following a phase I investigation—see further in Midday Express the establishment of a joint venture by EVH Grüne Energie – Beteiligung GmbH & Co. KG and HSBC Alternative Investments S.C.A. SICAV-RAIF (M.12240), following a phase I investigation—see further in Midday Express the setting up of a joint venture by RCL Cruises Ltd....

Mergers The Commission approved the establishment of a joint venture between DP World Logistics Europe B.V. and Arcese Transporti S.p.A...

Mergers The Commission approved: the establishment of a joint venture between Dalkia SA, Eiffage SA, RATP Solutions Ville SAS, and the City of Paris (M.12214) following a phase I review—see also Midday Express the acquisition by Thermo Fisher Scientific Inc. of sole control of Clario Holdings, Inc...

Quick view This Practice Note explores whether an employee can be engaged by two or more employers for the same role at the same time—joint employment (also termed dual employment or multiple employment). It examines the general assumption, the issue of vicarious liability, and the position of agency workers, office-holders and teachers. It also considers the setting of collective bargaining, the effect of TUPE 2006, and tax questions that may arise. Finally, it reviews the factors relevant to written contracts that involve multiple employers. Joint employment is typically discussed in relation to vicarious liability, for instance negligence (see: Vicarious liability, below). Regarding an individual’s employment rights, it appears reasonably clear that the prevailing presumption—that an employee cannot have more than one employer for the same work at the same time—can be displaced in these situations: where the person has two roles with separate employers and the roles are compatible; and where two or more employers act together within a partnership or joint venture ...

Successive UK governments have aimed to cement the UK as one of the world’s most appealing settings for innovation and enterprise. To that end, a wide-ranging suite of tax incentives has been rolled out to encourage innovative companies, supporting both investors and trading entities, and assisting businesses at every phase of a business’s life cycle. These incentives include: R&D tax reliefs patent box business asset disposal relief (previously entrepreneurs’ relief) capital allowances for purchases of: knowhow patents, and plant and machinery venture capital trusts the enterprise investment scheme, and the seed enterprise investment scheme This Practice Note outlines the UK position on key tax considerations when determining how to structure an innovative business with international or global aspirations. The observations are general in nature and work on the basis of a clean slate; revisiting an existing IP ownership arrangement will inevitably demand a bespoke solution (notably...

When considering entry into a joint venture, participants should carefully scrutinise the identity of the other intended parties and the experience and resources they expect to bring to the venture. They are, therefore, likely to want to ensure those parties remain engaged in the joint venture (at least for a pre‑agreed period of time) and to retain controls over to whom they may transfer their shares. The nature of any share transfer constraints adopted will also depend on, among other things, the anticipated duration of the joint venture, how the parties propose to realise their investments, the cash‑flow and fundraising requirements of the parties, and any share transfer restrictions contained in other transaction documents, e.g. financing documents. Restrictions on transfer For these reasons, most joint venture agreements (JVA) (also known as shareholders’ agreements) and/or the articles of association will include a series of restrictions governing the transfer of shares by the joint venture parties...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

1 Model Articles 1.1 The Model Articles shall apply to the Company save to the extent that they are amended or disapplied by these Articles, or where they conflict with these Articles, and, subject to any such amendments, disapplications or inconsistencies, shall, together with these Articles, constitute the Company’s articles of association to the exclusion of any other articles or regulations contained in any statute, in any statutory instrument, or in any other subordinate legislation...

1 Definitions and interpretation 1.1 In this Agreement, and except where the context dictates otherwise, the expressions below shall bear the meanings set out here: Relevant Proportion means, for the purpose of clause, the greatest share of the Company’s [ trading ] losses [ and other amounts eligible for relief from taxation ] that the law permits to be surrendered to the relevant Shareholder (or a member of its Shareholder Group), or, as applicable, the greatest share of the Company’s trading profits against which the Shareholder (or a member of its Shareholder Group) is permitted by law to surrender its [ trading ] losses [ and other amounts eligible for relief from taxation ] ; VAT means United Kingdom value added tax [ and any other tax imposed in substitution for it OR , any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom ] ; 2 Tax matters 2.1 [ The...