International Joint Ventures

It is assumed that those enrolling for this Diploma will have knowledge of International Business Organisations. The subject matter covered in the International Business Organisations Diploma course will therefore not be covered again.

This Diploma teaches the fundamentals and structure of International Joint Ventures by reference to the law and practice of England and Wales with comparisons and references to differing approaches taken by other jurisdictions including the law and practice of the USA.

Why a joint venture?
Introduction to international joint ventures
Joint venture structures
• Corporate
• Shareholders’ agreement
• Memorandum and Articles of Association
• Contractual
• Partnership
• Limited partnerships
• Limited liability partnerships (LLPs)
• EEIG
• Tax planning

Capital and funding (of corporate joint ventures)
• From the shareholders
• From third parties
• Finance agreements
• Future finance
• Knowhow
• Intellectual property agreements
• Assets
• Purchase agreements

Management structure
• The board
• Executive management
• Management agreement
• Service agreements
• Directors’ duties

Protecting a minority shareholder
• Participation in management
• Unanimity/right of veto
• Dilution
• Dividend policy
• Right to information
• Documentation: shareholders’ agreement or articles
• Statutory protection

Transfer of shares
• Pre-emption and rights of refusal
• Procedure
• ‘Tag along’ and ‘drag along’ rights
• Price determination
• Documentation: shareholders’ agreement or articles

Deadlock
• Avoidance of deadlock
• Insoluble deadlock

Termination
• Duration of the joint venture
• Termination events
• Consequences of termination
• Intellectual property
• Restrictive covenants

Competition and regulatory controls
• EC Merger Regulation and Article 81
• UK controls

Planning the joint venture
• Confidentiality
• Heads of terms
• Due diligence
• Consents and clearances
• Accounting and valuation
• Employees
• Ancillary agreements

I found the distance learning
format of the Programme
and study materials, to be
very helpful in my professional
work and I consider it a
valuable asset to my further
education as a young lawyer. 
In November 2004 together
with a fellow colleague
I established my own
practice in Sofia, Bulgaria and
the Programme gives me the
opportunity to study and
work at the same time. I hope
to have the opportunity to
obtain at least five diplomas
(within 7 years period) in
order to earn the IBA
Fellowship in International
Legal Practice.

I was awarded with scholarships
for three International
practice Diplomas, these
being; International Mergers
and Acquisitions, International
Joint Ventures and
International Competition
Law. I really appreciate
the efforts of the IBA
Education Trust and hope
it continues in supporting
eligible scholarship candidates.

Stanislava Kuyumdjieva
Stoeva & Kuyumdjieva Law Firm,
Bulgaria,
Mergers and Aquisitions Diploma