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Terminating or exiting joint ventures: practitioner checklist on routes for corporate and unincorporated JVs, including share transfers (tag/drag), expulsion, deadlock, unfair prejudice, winding up and insolvency consequences

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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 to dissolve or your client withdraws. You will also need to consider whether there are knock-on effects beyond the specific project for which the JV was established...

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John Gilbert
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 20/05/2026

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