One of the most popular strategies for entering international markets is through joint ventures or strategic alliances – where the risks, costs, management, and success of the venture are shared by the partners. For international joint ventures and alliances, the entities are subject to many regulations and legal requirements which must be fully understood by the parties involved. Added to this are complex business and financial considerations which must be satisfied – often within the framework of a foreign culture and foreign practices. Cultural and social differences also play a large role in the success or failure of such ventures.
This course focuses on the key legal, commercial and financial aspects of setting up international joint
ventures and alliances. The Course Director will explain how to avoid problems and ensure success
from the outset – from the strategic planning and negotiating phase through to the drafting and
implementation of the contracts and the period of integration.
Who should attend:
Delegates will gain a thorough knowledge of:
- The key business factors and objectives behind international joint ventures and alliances
- Considering and analysing sample agreements
- How to use world-class negotiation strategies to get the deal right from the outset
- Understanding and drafting the agreements involved
- The best methods of funding international ventures
- Protection and management of existing and new technology in the venture
- The management of disputes
- How to deal with the post-signature practical implementation of the agreement
Day 1
Different routes to venture and collaborate
- Preliminary questions
- Deciding structure – advantages and disadvantages
- Limited liability company
- Partnership – limited / unlimited
- Contractual
- Strategic alliances
- Multi party ventures
Structuring the venture
- Key business factors and objectives
- Control and direction – the role of directors
- Employees
- Funding methods
Legal and regulatory issues
- Financial authorities
- Boycotts trade embargoes
- Government consents and approvals
Managing the negotiation
- Cross cultural issues
- Styles and techniques
- Communication
- World class negotiation strategies
Drafting the agreements (part 1)
- Pre-contract agreements
- Types of pre-contract documents
- Duty of good faith
- Letters of intent
- Memorandum of Understanding
- Intention to proceed
- ‘Subject to contract’
- Governing law – choice and impact
- Advice to negotiators
Due diligence
- Partners
- Strategic and commercial
- Financial
Confidentiality agreements – drafting workshop
- Purpose
- Types of information they protect
- Causes of breach
- What information cannot be disclosed
- Enforcement
- Different jurisdictional approaches
Day 2
Drafting the agreements (part 2)
- Negotiating and drafting the joint venture agreement – general terms
- Role of partners
- Exclusivity provisions
- Exit provisions
- Choice of law
- Accounting and currencies
Key problem clauses
- Interpretation clauses
- Roles and obligations
- Best Efforts’ and ‘Reasonable Care’
- Best Endeavours’ and ‘Reasonable Endeavours’
- Penalty clauses
- Limiting liability
- Assignment clauses
Exit strategies and dispute resolution
- Drafting dispute resolution clauses
- Choice of law
- Pre-action negotiation and mediation
- Arbitration
- Enforcement of awards and judgments
Case study: negotiating and drafting special terms
Model agreement
Dealing with post-signature issues and post contractual obligations
- Legal and practical implementation of the agreement
- Governance of the joint venture
- Minimising the risks of failure
- Extension into the future
Questions and discussion
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Arun Singh
Course Director - Professor Arun Singh, OBE, FRSA
Professor Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. Arun is cited and ranked in Chambers Guide of the World's Leading Lawyers. He concentrates on international investment, joint ventures, licensing of technology, research and development, M&A, energy, outsourcing and corporate governance in developed and emerging markets. Arun's work for clients such as Standard Chartered, Bank of China, KPMG and Motorola includes working with international lawyers and managers on issues of substantive law and to build effective crosscultural business teams.
He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School and a Senior Associate of Oxford University's Institute of Legal Practice, a Visiting Lecturer to Cambridge University and a Visiting Fellow to Leeds University Business School where he focuses on leadership, cross-cultural dynamics in international business and international trade and investment. He has run training programmes in Europe, Asia, the Middle East and the U.S. He is the non-executive director of an international investment fund listed on the London Stock Exchange and Chairs another international investment company where he approves and selects investments, their acquisitions, sales and their structures. He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management. Arun is an editor and contributor to a number of publications, in April 2010 his book on Business and Contract Law is being published by Thorogood.
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