Non-structural joint venture meaning

In this issue: Key developments and horizon scanning Repairing obligations and dilapidations Residential tenancies Service charges Rent and rates Disputes and remedies Neighbour disputes Enfranchisement and right to manage Contractual issues Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Key developments and horizon scanning The Renters’ Rights Act 2025—SDLT The Renters’ Rights Act 2025 is intended to bring in tenant-favourable reforms, yet recent reporting has stressed that the roll-out of assured periodic tenancies may result in SDLT becoming payable on rent for some tenants in the years ahead. While these SDLT provisions are long-standing, general awareness remains limited. Andrew Kerr and Ella Perrett of Burges Salmon assess the position. See News Analysis: The Renters’ Rights Act 2025–SDLT. Repairing obligations and dilapidations ...

In this issue: EU fundamentals Competition and state aid Data protection and cybersecurity Financial services Environment Insurance and reinsurance IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals Cyprus Presidency of Council of the EU publishes presidency programme The Cyprus Presidency of the Council of the EU has unveiled its programme for 1 January to 30 June 2026, detailing priorities and direction under the banner ‘An Autonomous Union. Open to the World.’ The presidency’s objective is to fortify the EU’s strategic autonomy and internal cohesion amid rising geopolitical volatility and a more complex global setting, enabling the Union to co‑operate with international partners where feasible while retaining the ability to act independently when required. See: LNB News 15/01/2026 23...

KGLNG E&P Pty Ltd v Santos Toga Pty Ltd [2025] QCA 114 What are the practical implications of this case? This ruling clarifies that where commercial counterparties peg a payment duty to an obligation in another contract that contains an arbitration clause, they are taken to accept the result of any arbitral determination of that obligation—particularly where the third party had notice of the arbitration agreement. It endorses prevailing market use of ‘back-to-back’ drafting in complex project structures, and places the burden of any miscalculation, or even a mistaken award, on the party that chooses to mirror the payer’s actual liability. For contractors, joint venture participants, and financiers with liabilities tied to third-party arrangements, the decision shows that tethering payment liability to another contract’s provisions can import that contract’s dispute resolution outcomes, including arbitration awards even if wrong...

Subscription and shareholders’ agreement This Practice Note offers guidance for drafters preparing and/or reviewing a subscription and shareholders’ agreement relating to the allotment of shares (and, potentially, loan notes) in a private limited company incorporated in England and Wales by a private equity (or venture capital) fund investor (the investor) within a venture capital (VC) deal, where the structure provides for split exchange and completion, ie conditions must be met before completion of the subscription and shareholders’ agreement. The investment contemplated is into an existing company (the Company), with the current shareholders (typically the business’s founders) keeping the shares they have already been issued in the Company. Set out below are matters to weigh up when drafting and/or reviewing the principal provisions of a subscription and shareholders’ agreement (SSA). Parties The investee company Although the principal parties to the SSA will be the relevant investor and the Company’s founders, the Company will ordinarily be included as a party too, ie the vehicle in which the investor...

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...

This Practice Note examines UK tax considerations for the operation and termination of a joint venture conducted through a partnership. For the purposes of this note, it is assumed that: the joint venture parties are UK tax resident corporate entities the joint venture partnership vehicle is also UK tax resident, and the venture’s activities are undertaken in the UK For information on: the establishment of a joint venture partnership, see Practice Note: Tax implications of establishing a joint venture partnership, and joint ventures with a non-UK element, see Practice Note: Tax implications of international joint ventures This Practice Note does not address certain investment partnerships that are unit trust schemes which may not be treated as transparent for tax purposes. Tax implications of operating a joint venture partnership In broad terms, a joint venture partnership operates in the same manner as any other partnership, since partnerships are, by definition, joint undertakings. Accordingly, what...

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...

This Agreement is entered into on [ insert day and month ] 20[ insert year ]. Parties [ Insert name of first shareholder ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (Party A); and [ Insert name of second shareholder ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (Party B), each of Party A and Party B being a Party and, together, Party A and Party B are the Parties. Recitals (A) The Parties intend to commence negotiations concerning a proposed joint venture to [ insert purpose of joint venture ] (the Joint Venture). (B) To explore, discuss, assess and negotiate the proposed Joint Venture (the Purpose), the Parties will mutually disclose Information to one another...

This Agreement is entered into on [ date ] Parties [ Insert name of party ], being [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ], and whose registered office is at [ insert address ] ] (Party A); [ Insert name of party ], being [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ], and whose registered office is at [ insert address ] ] (Party B). Each of Party A and Party B is a party, and together Party A and Party B constitute the parties. Background Party A is [ insert details ], whilst Party B is [ insert details ]. The parties intend to commence negotiations in relation to the Joint Venture. Each party intends to disclose Confidential Information to the other, to be used strictly for the Purpose. The parties...