Euromoney Legal Training

Course Overview

'International Joint Ventures and Strategic Alliances' has been set up to focus 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.

Summary of course content

• 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

Methodology

The course is designed to be highly practical and features a number of 'hands-on' workshop sessions.

Who should attend this training course?

• In-house lawyers
• Contract/documentation drafting personnel
• Risk managers
• Commercial directors and managers
• Managing directors
• Finance directors
• Business development executives

 

 

 

 

Supporting publication

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

Questions

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

• 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 specialises in international investment, joint ventures, licensing of technology, R & D, M&A,
  energy, outsourcing and corporate governance globally. Arun has worked with clients such as Standard Chartered, Bank of China, KPMG and Motorola to build effective crosscultural business teams.
  
  He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, 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 globally.
  
  Arun 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.
  
  Arun 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 was published by Thorogood.

  Courses run by this instructor

  • Legal Aspects of Mergers and Acquisitions
  • Cross-Cultural Leadership, Management and Negotiation

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.

Legal Aspects of Mergers and Acquisitions

10-12 Sep 2012 (Hong Kong, Hong Kong)

This course delivers the participant an understanding of M&A processes, the strategic priorities and approaches of the various deal player, and detailed information on the various documents typical to M&A deals and the legal issues that arise in respect thereof.