Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

JVC definition

What does JVC mean? A JVC (joint venture company) is an incorporated joint venture vehicle, usually a private company limited by shares, set up by two or more investors to run a defined business or project. The term is descriptive practice usage, not a statutory or case-law definition, and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland. Key features include separate legal personality and limited liability; governance via the company’s articles and a shareholders’ agreement covering control and minority protections (board composition, reserved matters, funding, share transfers, pre-emption, deadlock, confidentiality/IP, and exit rights such as drag/tag and put/call options)....

Corporate joint venture deadlock in 50‑50 and majority‑minority JVCs: JVA mechanisms, escalation, ADR, buy‑outs, derivative claims, unfair prejudice and just and equitable winding‑up

Published by a LexisNexis Dispute Resolution expert

Practice notes

This Practice Note pinpoints, from a practical standpoint, the first matters to assess when an intractable dispute arises between parties to a corporate joint venture (a joint venture company, or JVC), whether a 50-50 vehicle or one with majority and minority participants. Such disagreement can produce managerial deadlock within the JVC, activating the prescribed deadlock resolution procedures set out in the joint venture agreement (JVA). In other instances, the issue may give rise to redress under the Companies Act 2006 (CA 2006) or, potentially, a broader contractual remedy at Common law.

Scope of this Practice Note on corporate joint venture Disputes

Where the joint venture (JV) relationship is constituted via a JVC, the primary documents to review when tackling any dispute or issue relating to the JVC are the JVA and the JVC’s articles of association. Although the substance of disputes may resemble those in other JV structures, additional considerations arise that are specific to JVCs. Certain disagreements can result in deadlock that prevents the JVC from functioning effectively, in which event the JVA will usually...

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John Gilbert

John Gilbert is co-chair of Bracewell’s international arbitration practice and is based in its London office. John resolves disputes across the energy sector through litigation, arbitration, expert determination and mediation. He advises on a broad range of disputes related to oil and gas exploration and production, the construction and operation of pipelines and the downstream sector. John has particular experience representing clients locked in disputes over gas sales agreements, including price reviews and on the operation of take-or-pay provisions. In addition, he advises on a broad range of disputes relating to power generation, both conventional and renewables. John has also represented clients in issues concerning ESG, including matters concerning business and human rights, anti-bribery and money laundering obligations and on conducting investigations. For six years, John previously served as in-house counsel in the dispute resolution team of an oil and gas...

Web page updated on 21/05/2026

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