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Corporate real estate joint venture shareholders’ agreement—checklist

Corporate real estate joint venture shareholders’ agreement—checklist Purpose of checklist The purpose of this checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which client instructions will need to be obtained, when drafting a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For additional key issues to consider generally when drafting a JVA, see Checklists: Joint venture preliminary issues—checklist and Joint venture shareholders’ agreement—checklist. See also Practice Note: Property Joint Ventures—general issues for a list of commercial issues that the joint venture parties will need to consider when forming a property joint venture (JV). Typically corporate real estate JVs involve a JV between parties that have the ability to source real estate (one party possibly owning and contributing to the joint venture company (JVC) the property which is to be developed), the ability to provide material capital to the JVC, the ability to provide or procure debt financing (in order to finance the development of the...

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Texas shoot out (sealed bids)—flowchart

Texas shoot out (sealed bids)—flowchart The Texas shoot out (sometimes called a Mexican shoot out, Tex Mex shoot out or sealed bids) procedure may be started by either shareholder (or the shareholder which did not cause the deadlock) serving notice on the other shareholder, requiring both shareholders to submit sealed bids for the shares of the other shareholder within a specified timescale. The shareholders will be obliged to complete a share transfer on the terms of the bid with the highest price per share. There are a number of variants to this procedure, including that the joint venture shareholders’ agreement may provide for bidding by auction. It would be more usual in a deadlock or 50:50 joint venture for either shareholder to be able to serve the notice starting the Texas shoot out procedure. In a majority/minority joint venture, the majority shareholder may prefer for only

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A guide to drafting a deadlock (50:50) corporate joint venture agreement

A guide to drafting a deadlock (50:50) corporate joint venture agreement Deadlock (50:50) joint venture shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a ‘deadlock’ or ‘50:50’ corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an equal number of shares), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such deadlock JVA. For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure. For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and...

Termination—corporate joint ventures

Termination—corporate joint ventures Provision for termination When entering into a joint venture (JV), some parties may already have views as to the circumstances leading to, and the timing of, termination. For example, some parties may enter into a JV in order to carry out a specific project and therefore the JV should terminate once the project has been completed. Others may agree that the JV will have a fixed term, following which the JV will come to an end. Alternatively, the express intention of the parties may be to realise their investment in the joint venture within a specified period of time, either by selling the whole joint venture company (JVC) to a third party or by floating the JVC on a stock exchange. However, even where the parties have no explicit intentions at the outset as to the circumstances and timing for termination of the JV, consideration should be given to the events which could lead to termination of the JV and the joint venture agreement...

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Deadlock provisions—joint venture shareholders’ agreement

Alternative 1: texas shoot out (SEALED BID) Clause 15 Replace clauses 15.3, 15.4, 15.5 and 15.6 with the following new clauses 15.3 and 15.4: 15.3 If the Deadlock is not resolved within [20] Business Days of the matter being referred to the respective chairs of the Shareholders, either Shareholder shall be entitled [within [60] Business Days of the deemed occurrence of a Deadlock in accordance with clause 15.1] to serve a notice (the Deadlock Resolution Notice) on the other Shareholder, whereupon each Shareholder shall have the right within [20] Business Days from the date of service of the Deadlock Resolution Notice to deposit at the registered office of the Company, addressed to the secretary of the Company (or, if there is no secretary, the Board of...

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Can you direct me to deadlock provisions for use in a corporate joint venture?

Can you direct me to deadlock provisions for use in a corporate joint venture? A joint venture in which each of the shareholders holds 50% of the issued shares (ie a deadlocked joint venture) requires the unanimous agreement of both the shareholders on all decisions to be taken by the joint venture company (either at board or shareholder level). Therefore, if the shareholders cannot reach agreement on any matter, a deadlock will arise. However, a deadlock may also arise where a joint venture is not held on a 50:50 basis, in relation to reserved matters which require the approval of all joint venture parties. Common deadlock procedures include: • escalation of the issue to the shareholders' chairmen or chief executives—it is fairly usual for the first stage of a deadlock resolution procedure to involve escalation of the deadlock situation to the shareholders' chairmen or chief executives. It will concentrate the minds of the managers involved with the joint venture as they may be unwilling to have to refer the matter...

In what circumstances can a shareholder in a deadlock joint venture force the other shareholder to transfer its shares to it?

In what circumstances can a shareholder in a deadlock joint venture force the other shareholder to transfer its shares to it? In this Q&A, we have assumed that the company in question is a private company limited by shares. Shares are personal property and as such they are generally transferred by a voluntary conveyance from a shareholder to a person wishing to become a shareholder. Shares are transferable in accordance with the company’s articles of association. Share transfer provisions may also be included in any shareholders’ agreement entered into between the shareholders of the company. In order to force one shareholder in a 50:50 joint venture to transfer its shares to the other shareholder, relevant provisions will need to be included in the articles of association of the company and any shareholders’ agreement entered into between the shareholders governing their rights and obligations in relation to the joint venture. Where two shareholders each hold 50% of the shares in the share capital of a company, the...

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Corporate weekly highlights—11 July 2019

This week’s edition of Corporate highlights includes the latest updates on Brexit, the FCA’s announcement of a delay to the launch of new issuer data submission requirements, the FRC’s publication of a new stewardship code, the CLLS response to ICSA’s consultation on the effectiveness of independent board evaluation in the UK listed sector and analysis of a High Court judgment dealing with matters relating to unfair prejudice, quasi-partnerships and reliance on facts unknown.

In brief: Court considers excluded bidder’s standing to challenge contract award (Bietergemeinschaft: Technische Gebaudebetreuung GesmbH and Caverion Osterreich GmbH v Universitat fur Bodenkultur Wien and VAMED Management und Service GmbH & Co KG)

Public law analysis: A tenderer that is excluded from a public procurement process after failing to meet the selection criteria may, as long as that exclusion decision is reviewable or under review, challenge any subsequent decisions made by the contracting authority, including the award decision. The review body may not reject such challenge as inadmissible by taking into account the fact that the exclusion is in the meantime upheld. Joe Dalby, barrister at 4–5 Gray’s Inn Square, considers the case of Bietergemeinschaft: Technische Gebäudebetreuung GesmbH and Caverion Österreich GmbH v Universität für Bodenkultur Wien and VAMED Management und Service GmbH & Co KG.