Cross-border

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Many joint ventures (JVs) involve an international element, where one or more of the parties is based outside the UK and they intend to form a JV outside the UK. Even if the joint venture agreement (JVA) has a familiar governing law, such as English law, establishing an international JV can lead to unexpected and unfamiliar issues arising.

Due diligence

Due diligence should be carried out to confirm the feasibility of the JV. Key areas to focus on include:

  1. •

    diligence on the parties

  2. •

    diligence on any assets to be contributed

  3. •

    anti-trust issues

  4. •

    change of control issues

  5. •

    due diligence on any proposed business plan

Preliminary documents and negotiations

A term sheet is a useful tool to clarify the parties' thinking and make sure that the parties have actually reached a commercial deal before incurring further costs. As the term sheet will generally be prepared before due diligence has begun, the parties will generally want it to be non-binding, with the exception of certain clauses. A non-binding term sheet is familiar to common law lawyers. However, in other European jurisdictions, such

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