Hewitt on Joint Ventures

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Description
Joint ventures and alliances have become "an integral part of the corporate finance and corporate development tool-kit". Evidence indicates that joint venture activity by companies continues to increase at a greater rate than traditional M&A.² The Economist Intelligence Unit, in its report Foresight 2020, identified increased collaboration with suppliers, customers and other partners as a "defining feature of the company of 2020". A "joint venture" is not a legal term of art. The focus here is on collaborative arrangements by which two or more companies jointly and directly participate in an integrated business venture but without going so far as full merger or acquisition. We address a range of collaborative relationships (whether they are described as joint ventures, partnerships, consortia, strategic alliances or some other term) whilst recognising that the corporate joint venture is still the most common, and perhaps most complex, form of business collaboration to cross the desk of the transactional lawyer.
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Contents
Part A: Planning a joint venture
01.  Why Go Into a Joint Venture?
02.  Planning a Joint Venture Transaction
03.  Choosing the Legal Form
04.  Contractual  Alliances
05.  Equity Joint Ventures
06.  Importance of Ancillary Contracts
Part B: Specific Issues Affecting the Joint Venture Relationship
07.  Capital and Funding
08.  Governance and Management
09.  Minority Investment and Protection
10.  Deadlock and Breakdown
11.  Duties between Joint Venture Parties
12.  Transfers of Shares
13.  Exit, Termination and Change
14.  Disputes: Mediation, Litigation and Arbitration
Part C: Specialist issues affecting joint ventures
15.  Tax 
16.  Competition and Regulatory Controls
17.  Intellectual Property and Technology
18.  Employment
19.  Accounting
Part D: International Joint Ventures
20.  International Joint Ventures
21.  Selected Jurisdictions
Part E: Precedents
Part F: Joint venture and alliance checklists
Index
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Author Details
Ian Hewitt was a partner for more than 25 years in the corporate practice of Freshfields Bruckhaus Deringer LLP with wide experience in joint ventures, mergers and acquisitions and other commercial transactions. He was a leading member of the International Trade Centre's pro bono committee on international commercial model contracts, including joint venture and alliance contracts, for small and medium-sized enterprises.
Simon Howley is a solicitor and professional support lawyer in the London corporate practice of CMS Cameron McKenna Nabarro Olswang LLP, where he has since 1998 been acting as in-house counsel, capturing and assimilating know- how, promoting current awareness, training lawyers, drafting standard form legal documents and guidance notes and writing or editing technical bulletins.
James Parkes is a solicitor and partner in the London corporate practice of CMS Cameron McKenna Nabarro Olswang LLP. His practice covers domestic and international joint ventures, public and private mergers and acquisitions, equity offerings and other corporate transactions, acting for corporate clients, investment banks and other financial sponsors.