Joint Ventures


Our specialist solicitors can assist you and your business with the creation, management and exit from joint ventures.

We are able to structure and deliver practical and effective solutions to support you and your operational requirements.

A joint venture can take a variety of forms but broadly involves any arrangement where two or more existing businesses agree to co-operate and combine resources to target a specific business project or develop a new business.

Please click on the links below to find out more about joint ventures, their commercial rationale, structure and the typical documentation involved in a joint venture:

Commercial Rationale

A joint venture can take a variety of forms but broadly involves any arrangement where two or more existing businesses agree to co-operate and combine resources to target a specific business project or develop a new business.

Such a project is often a new enterprise, but a joint venture may also be aimed at enhancing the operation of an existing or complimentary activity.

A joint venture can also spread and dilute risk where the parties typically share the initial investment (including the contribution of finance and/or assets) and share any on-going liability of the project.

The structure used to conduct the joint venture will usually take the form of a private company, a limited liability partnership (LLP), a partnership or simply a contractual agreement between the parties.

Inevitably, a joint venture involves a sacrifice of the control and flexibility which otherwise may have applied had a party undertaken a business project independently. The various forms of joint venture reflect different degrees of integration of the interests of the parties in the joint venture. The use of a corporate entity involves the vesting of all the trading activities relating to the joint venture business in that corporate entity, often called a Special Purpose Vehicle or “SPV”. In such a scenario the parties will typically enter into a joint venture agreement or shareholders’ agreement and the company will adopt a new constitution (articles of association).

On the other hand, where the joint venture is purely contractual, the parties remain as independent contractors. In these circumstances, there may well be no pooling of assets and no general sharing of revenues and costs. This type of agreement is often referred to as a co-operation agreement. Such a contractual arrangement would suit circumstances where the parties decide to retain their own independence.

The advantages of a private company, including limited liability and the separation of management (directors) and ownership (shareholders), are such that for most business joint ventures this is commonly the most appropriate vehicle.

For smaller operations, projects of a specific duration (e.g. construction projects), a contractual structure is often used. For ventures in which a number of individuals actively participate, a partnership or an LLP may be appropriate, in which case the parties would enter into a partnership/members agreement.


When planning the structure of a joint venture, there are a number of issues to be considered. These include for example:

  • That the structure chosen for the joint venture provides the best tax treatment for each of the parties as well as for the joint venture itself;
  • Identifying the underlying objectives of the parties;
  • The period of time during which it is intended the joint venture will operate;
  • Methods of exit at the end of the joint venture, i.e. sale;
  • The premises from which the joint venture will trade;
  • The extraction and pooling of profits;
  • The resources that each party will commit (an agreement documenting the transfer of assets to the joint venture may be required);
  • Requirements for employees and possibly TUPE;
  • Decision-making;
  • Accounting considerations; and
  • Regulatory (e.g. competition) issues.

If a party to the joint venture is contributing intellectual property and/or specialist knowledge and technologies, then thought will need to be given at the outset as to the protection of such rights or confidential information. Clarification will be needed as to who owns the intellectual property rights contributed to the joint venture. Usually, the party that owns the intellectual property rights will licence such rights to the joint venture vehicle on the basis that such rights are only to be used for the purpose of the joint venture.

Further issues arise as to who owns the rights generated by the joint venture itself, permissions as to its exploitation and what happens to this property when the joint venture is dissolved.

Planning a clear exit strategy from the outset is advisable. If the joint venture makes good progress, it can always be extended or modified. In some cases, the joint venture may have a specific purpose or goal and once this is achieved, the legal documentation can provide for the joint venture to be wound up or sold.

If the joint venture does not go as planned, a clear exit strategy can help ensure minimum financial and credibility damage. In the case of corporate joint ventures, this can be achieved by the inclusion of a “deadlock” clause in the joint venture agreement, whereby in the event of a dispute or disagreement, either party could buy out the other, the joint venture could be sold, the matter could be referred to arbitration or the joint venture could be put into liquidation.

Joint Venture Documentation

The typical documents that may be required in a joint venture are (depending on the type of joint venture):

  • Shareholders/investment/joint venture agreement;
  • Articles of association;
  • Share sale and purchase agreement (where one party is buying shares from another in the joint venture company);
  • Co-operation agreement (where the joint venture is a contractual arrangement);
  • Partnership/members agreement (when the joint venture is conducted via a normal partnership or a limited liability partnership);
  • Licences of intellectual property rights/software;
  • Transfer of assets agreement;
  • Service/employment/secondment agreements for those individuals working in the joint venture entity;
  • Loan documentation/security documents.

The Corporate Commercial team at Myerson has considerable experience and expertise in this field. Our familiarity with the legal and commercial issues which arise in joint ventures enables us to offer positive and practical assistance at every stage of the transaction.

Examples of the joint ventures we have advised on include:

  • Working closely with a leading International law firm on a joint venture by a North West based brewery. This involved advising and preparing the overarching agreement for the development of four sites and the operation of those four sites following development.
  • Advising MGH Bowen Ltd in connection with an investment by Breedon Aggregates England Limited into H.V. Bowen & Sons (Holdings) Ltd which operates a gritstone quarry at Tan-y-Foel, Welshpool, Powys. Learn more…

This matter involved an initial reorganisation of the H.V. Bowen group and new shareholder arrangements between MGH Bowen and Breedon Aggregates England. We also worked closely with our Employment and Property Teams.

  • Acting for ACE UK in relation to its sourcing of a recycling plant (and related services) from manufacturers in France and its venture with Sonoco for the commercial operation of the plant to recycle beverage cartons. We have also advised ACE UK on its joint venture to commercialise/exploit by-products of recycled cartons.

How We Can Help

A member of our specialist team will be happy to help.

To discuss Joint Ventures issues, please either use the contact form on the right, email us at or call us today on +44(0)161 941 4000 to speak to a member of our team.

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Tel: +44(0)161 941 4000
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