Course dates
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
Hilton Hotel Singapore, Singapore, Singapore
This programme takes place on a non-residential basis at Hilton Hotel Singapore. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.
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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.
Courses run by this instructor
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Course dates