JVA meaning

Purpose of checklist This checklist aims to set out the types of considerations that must be kept in view-and for which client instructions will be required-when preparing a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For further key points to address when drafting a JVA, see Checklists: Corporate joint venture preliminary issues-checklist and Joint venture shareholders’ agreement-checklist. See also Practice Note: Property Joint Ventures-general issues for a summary of the commercial matters the joint venture parties will need to weigh when establishing a property joint venture (JV). Corporate real estate JVs typically involve collaboration between parties able to source real estate (with one party possibly owning, and contributing to the joint venture company (JVC), the property to be developed), provide substantial capital to the JVC, supply or arrange debt funding (to finance the development) and offer the expertise to develop and/or manage the property. The JVA will document the parties’ agreement on their respective rights in relation to issues such as management...

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

Banking & Finance—August and September 2025 case round-up LLC Eurochem North-West-2 and another company v Societe Generale S.A. and other companies [2025] EWHC 1938 (Comm) Ralli Bros principle—‘place of performance’—on-demand bonds—sanctions The High Court examined application of the Ralli Bros principle to on-demand bonds. Under that principle, an English law governed contract is unenforceable if performance would contravene the law of the place where it must be carried out. The banks argued that EU asset-freezing provisions in EU Regulation 269/2014 prevented payments under certain on-demand bonds. On the facts, the court held the Ralli Bros principle did apply. The judgment considers what counts as the ‘place of performance’ for on-demand bonds. The claimants said Russia, relying chiefly on the rule that ‘the debtor must follow the creditor’: where no place of payment is stated, payment is due where the creditor is based. As EuroChem sought payment to a Russian account, they argued Russia was the ‘place of performance’...

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...

A deadlock arises when parties to an agreement face an irreconcilable dispute and cannot reach consensus. The expression is commonly associated with corporate joint ventures (JVs), especially 50:50 JVs where neither side holds a controlling interest and, as a result, unanimous consent is required for all decisions. Deadlock may equally occur in non-50:50 JVs, for example where specific matters demand unanimity or where more than two JV participants vote and no majority is achieved. Certain conflicts can trigger a deadlock that prevents the joint venture company (JVC) from operating effectively. It is sensible to address at the outset how a deadlock might be settled. Consequently, joint venture agreements (JVAs) usually include deadlock resolution mechanisms (often in stepped stages) that must be followed to resolve the impasse. Defining deadlock procedures within the JVA will save time and expense if a deadlock emerges and will help the parties to maintain the JV's continuity. On occasion, the very circumstances that produce a deadlock can also prompt the aggrieved party to seek relief under...

With appreciation to other contributors from Squire Patton Boggs offices across its global network. Cross-border JVs There is no single, universal approach to structuring cross-border joint ventures (JVs) (ie where one or more JV participants are based outside the UK and intend to establish a JV outside the UK). The provisions of any contract must ultimately set out the parties’ commercial arrangement. However, many of the legal points highlighted in this and the related Practice Notes: Cross-border joint ventures—initial considerations, Cross-border joint ventures—management and control, and Cross-border joint ventures—termination may influence the choice of jurisdiction for the JV vehicle, as well as the commercial bargain itself, and should therefore be assessed as early as possible to give the JV the best chance of success. Even if a joint venture agreement (JVA) uses a familiar governing law, such as English law, creating a cross-border JV can produce unexpected and unfamiliar issues. Each issue is covered at a relatively high level, but definitive local legal advice should always be taken...

COMPANY NUMBER: [ insert company number ] [ Insert company name ] limited Minutes of a meeting of the board of directors (the Meeting) for [ insert full name of company ] Limited (the Company) Venue: [ insert place of meeting ] Date: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) present in person ] [ Insert names of any directors attending by telephone, as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors attending by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of any attendee who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert...

Company number: [ insert company number ] [ Insert company name ] Limited Record of a meeting of the board of directors (the Meeting) of [ insert full name of company ] Limited (the Company) Venue: [ insert place of meeting ] Date: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors joining by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors participating by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ insert name of any person present who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] Apologies: [ [ Insert...