Joint Ventures and Shareholders' Agreements.

Format:

Book

Author/Creator:

Singleton, Susan, author.

Contributor:

Bloomsbury (Firm), publisher.

Language:

English

Subjects (All):

Joint ventures--Law and legislation--Great Britain.

Joint ventures.

Partnership--Great Britain.

Partnership.

Corporations--Investor relations--Great Britain.

Corporations.

Stockholders--Legal status, laws, etc--Great Britain.

Stockholders.

Physical Description:

1 online resource (741 pages)

Edition:

7th edition.

Place of Publication:

London : Bloomsbury Professional, 2025.

Summary:

Designed specifically to be a working guide, Joint Ventures and Shareholder's Agreements is a highly practical one-stop guide to all the issues related to joint ventures and shareholders' agreements.

Contents:

Cover Page

Half Title

Title

Copyright

Dedication

Preface to the seventh edition

Preface to sixth edition

Preface to the fifth edition

Preface to the fourth edition

Preface to the third edition

Preface to the second edition

Preface to the first edition

About the author

Contents

Table of statutes

Table of statutory instruments

Table of European material

Table of cases

Downloadable precedents

Licence agreement

Part A Preliminary considerations

1 Introduction

What is a joint venture?

Reasons and motivations for establishing a joint venture

Alternative forms of joint venture

Introduction

Agency agreement

Distribution agreement

Intellectual property licence

Franchise

Collaboration agreement

Consortium agreement

Strategic alliance

Partnership

Limited partnership

Limited liability partnerships

Limited company

Publicity issues and persons of significant control

European Economic Interest Groupings, Community Interest Companies and companies limited by guarantee

Unincorporated associations and sole traders

Overseas entities

'Dual headed' structure

The importance of adequate documentation

Clarity of obligations

Aspirations and objectives

Minority protection

Deadlock

Termination and exit routes

Ensuring the structure works

2 Matching the aims and expectations of the parties

Long-term and short-term investors

Achieving early exits

Different classes of shares

Dealing with other expectations and requirements

Case studies showing the matching of aims and expectations

3 The contributions of the parties to the joint venture

General

Physical assets and undertakings

Intellectual property

Supply of goods and management and other services

Termination and exit provisions.

4 Employment and pensions issues in UK based joint ventures

Transfer of employees

Transfer without an undertaking

Transfer with an undertaking

Restrictive covenants

Transfer of subsidiary companies

Secondment of employees

Pension issues

Type of schemes

Registered pension schemes

Potential liability for underfunded defined benefits

Period of grace and deferred debt arrangements

Contribution notice where avoidance of section 75 debt

Financial support direction

Applying for clearance

Notification

Transfers of pensionable employees

Joint venture vehicle participating in existing scheme

Consultations

Varying pension benefits

Transfer of past service benefits

Taking over an existing pension scheme

Establishing a new scheme without transfers of existing employees

Employer-financed retirement benefit schemes

Specialist advice

5 Share incentive schemes in UK joint venture companies

Owner-employees

Share incentive schemes

General tax position

Types of scheme

Approved company share option schemes (CSOPs)

Approved savings related share option schemes (SAYE/Sharesave)

Share incentive plans

Enterprise Management Incentive Schemes

Unapproved share option schemes

Long-term incentive plans (LTIPs)

Phantom share options and awards

Corporation tax relief for employee share acquisitions

Establishing a new scheme for a joint venture vehicle

Realisation mechanisms

Valuations

Consents and regulatory issues

Joint venture employees participating in a scheme established by one of the joint venture participants under which the joint venture participant's shares are issued

Joint venture employees participating in a new scheme using shares in one or more of the joint venture participants.

The effect on employees transferring to the joint venture who are members of existing schemes

6 Financing a corporate joint venture in the UK

Loan finance or share capital?

Loan finance from the parties

Structuring

Other general considerations

Tax considerations

Outside finance

Equity finance

Security and guarantees

Contribution and subrogation

7 Tax considerations for UK joint ventures

UK corporate joint ventures

Transfer of assets into the venture

Assets subject to corporation tax on chargeable gains

Substantial shareholding exemption (SSE)

Transfer of stock in trade

Assets upon which capital allowances have been claimed

Trading losses

Value added tax

Stamp duty and stamp duty land tax and ATED

Operational tax issues

Corporate partnerships

Contributions of assets

Profits

Capital gains and losses

Termination

Contractual joint ventures

Tax transparency issues - PSCs, TRS, PSCOC and ROE

Tax issues dealt with elsewhere

8 Accounting considerations for UK corporate joint venturers

Subsidiary undertakings

Accounting for joint ventures which do not have to be consolidated

Associates

FRS 120 (s 14/15) joint ventures

Accounting treatments compared

Consolidation

Equity accounting

Equity accounting - gross equity method (previous rules)

Consolidation and equity accounting compared

Accounting for the interest as an investment

International Financial Reporting Standards

IFRS 11 Joint Arrangements 2016 Changes

Consolidation of subsidiaries

Accounting for associates

Jointly controlled entities

Changes to joint venture accounting

Accounting for jointly controlled entities

Jointly controlled operations and jointly controlled assets.

9 Application of EC competition law to joint ventures

The circumstances in which EC competition law is relevant

Joint ventures within the EC Merger Regulation

Is the venture concentrative?

Joint control

Full-function

Are the relevant thresholds exceeded?

Undertakings concerned

Calculation of turnover

Notification, implementation and penalties

Consideration by the Commission

Ancillary restraints

Non-compete covenants

Licensing of intellectual property rights

Supply and purchase agreements

Application of national merger and competition laws

Joint ventures within EC Treaty, art 101

When does art 101 apply?

Notice on the application of art 101(3)

Notice on agreements of minor importance

Guidelines on horizontal co-operation agreements

Research and development agreements

Production/specialisation agreements

Joint purchasing

Commercialisation agreements

Standardisation agreements

Environmental agreements

Other potentially relevant guidelines and block exemptions

Additional restrictions

Article 102

10 UK competition law applying to joint ventures

Relationship between UK and EC law

Merger control

When is a joint venture a relevant merger situation?

When do enterprises cease to be distinct?

How are market shares to be calculated?

What is the UK turnover of the enterprise taken over?

Notification procedure

Merger fees

Phase 2 - Competition and Markets Authority

Public interest intervention process

National Security and Investment Act 2021, the Investment Security Unit and earlier 2018 changes

Special sectors

Examination of joint ventures under CA 1998

Types of co-operation, information exchange and case example

Joint ventures and competition law: dos and don'ts

Exclusion of mergers.

Other exclusions and exemptions

Regulated sectors

Appeals

Other provisions

Typical restraint covenants

Annex to Chapter 10

Competition and Markets Authority Guidance - Collaborating with other Businesses (August 2025)

11 Other regulatory matters in the UK

Regulated businesses

Financial services (including investments, banking, mortgage business and insurance)

Telecommunications and broadcasting and IT

Railways

Water

Electricity and gas

Newspapers

Consumer credit and consumer hire

Prior clearance of mergers where there is a consumer credit licence - s 178 Notices

Non-UK ventures

Requirements for UK listed companies - equity shares (commercial companies) regime

Meaning of 'significant transaction'

Takeover code implications

Financial promotions

Financial promotions and social media

FCI temporary product intervention powers - example

Collective investment schemes

12 UK limited liability partnerships

Advantages and disadvantages of LLPs compared with limited companies

Fiscal transparency

Greater flexibility of operation

Reduced capital maintenance requirements

Members of an LLP are not employees

Advantages of LLPs over partnerships

Statutory regime governing LLPs

Conclusion

Part B Key issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreements

13 Deadlock companies in English company law

Structuring a deadlock company

Avoiding and resolving deadlocks

Avoiding deadlock

Resolving deadlock

Termination on unresolved deadlock

14 Minority protection under English company law

Why minority protection is needed

Control by majority

Minority protection given by law

Types of express minority protection

Positive rights

Negative rights.

Should the minority protection rights be conferred by a shareholders' agreement or the articles of association?.

ISBN:

1-5265-3128-3

1-5265-3126-7

9781526531261

OCLC:

1574808669