Negotiating 50:50 corporate JV shareholders' agreements: governance, reserved matters, funding, related-party conflicts, share transfers, deadlock, dividends, restrictive covenants, termination, precedents and pitfalls
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Deadlock or 50:50 corporate joint venture agreement
A ‘deadlock’ or ‘50:50’ corporate joint venture agreement (JVA), often called a shareholders’ agreement, is a contract between two shareholders who each own the same number of shares in a joint venture company (JVC). The JVC itself, and any shareholder guarantors, can also be named as parties. The JVA records the JV parties’ expectations for the JVC and anticipates potential issues. It regulates how the shareholders deal with one another, the JVC, and, where relevant, its subsidiaries and associated companies. It also sets out the purpose and objectives of the JVC’s business and how it will be governed; the rights, duties and obligations of each shareholder, including limits on their other business activities; any actions the shareholders and the JVC are prohibited from taking without the approval of both shareholders; the approach to raising debt and transferring shares; and the procedures for dispute resolution and exit strategies. The JVA establishes a direct contractual relationship between its parties so an aggrieved party can enforce the terms directly if it alleges another party is in breach, which provides a significant advantage...
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Web page updated on 21/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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