Joint venture agreements: the route to a successful business marriage

A joint venture can be a good option if you need to access specialist expertise or resources not available in your own business.

As with any partnership, it is important to know exactly where you stand from the start and you can achieve this with a formal Joint Venture Agreement.

The issues covered by a Joint Venture Agreement might include:-

  • A clear business plan for the project;

  • The role each party will be expected to play;

  • The financial contribution each will make;

  • How the profits will be shared;

  • How intellectual property such as patents, trademarks and copyright material will be owned and / or shared.

Drafting a formal agreement provides an excellent basis for identifying and negotiating any issues and for making sure you and your business partners see things the same way.


Corporate

  • Sale and purchase of business, asset and shares
  • Business start-ups and SME’s
  • Management Buy-Outs (MBO’s) and Buy-Ins (MBI)
  • Share buy backs
  • Due diligence
  • Company re-organisation and re-structuring advice
  • Shareholders’ and partnership agreements
  • LLP and Partnership advice
  • Shareholder disputes

Finance

  • Drafting inter-creditor, facility, guarantee and other security agreements
  • Subordination and priority arrangements
  • Advice on personal and corporate guarantees

Commercial

  • Joint ventures and collaboration agreements
  • Terms and conditions of sale or purchase for goods/services
  • Agency and distribution agreements
  • Non-disclosure agreements (NDA)
  • Bespoke trading agreements
  • Intellectual property protection

Company Secretarial

  • Incorporation of limited liability partnerships and companies
  • Creating and/or maintaining statutory registers, minute books and share certificates
  • Preparing board minutes, resolutions and notices
  • Assisting with your annual return
  • Drafting or amending Articles of Association
  • Dissolving or striking companies off the register
  • Implementing changes to your share capital
  • Drafting and filing of Companies House forms.

Dealing with creditors’ demands for personal guarantee payments

The company had substantial liabilities to the bank and its landlord. These liabilities were personally guaranteed, jointly and severally, by both directors.

The bank and landlord both called in the personal guarantees by pursuing our client, rather than the co-director who had little cash or assets. 

As a result our client was required to pay the guarantees totalling tens of thousands of pounds.

Claiming a share of the guarantee payments from the co-director

We were instructed to pursue a claim against the co-director for a contribution of half the amount our client had paid. 

The co-director instructed solicitors to resist the claim, alleging they had little or no involvement or control in the business and so should not have to contribute.         

We built a case based on the detailed consideration of historic company records which demonstrated the extent of each directors’ involvement in the company.  We supplied extensive witness statements and secured the disclosure of financial and other company records relevant to the case.

A number of witnesses also gave evidence at trial. 

Winning and enforcing the claim

We secured a judgment at trial against their former co-director for half of the sum our client paid under the personal guarantees, together with interest and their legal costs. 

Subsequently we took enforcement action to recover payment and, despite the co-director’s limited means, successfully recovered the full sum for our client.

Former Director and Shareholder of Limited Company

The background to the situation was complicated, yet Verisona Law quickly grasped the essentials and prepared clear arguments with a minimum of wasted time and cost.

Throughout a worrying period, their calm approach allowed me to fulfil my group function with a restored confidence, having been distracted prior to Verisona Law’s appointment by the aggressive and unjustified stance of the Secretary of State.

I have no hesitation in recommending Verisona Law to anyone in a similar position.

Individual - Chairman of a group of companies in the construction industry


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