Joint Venture Solicitors
Corporate
Joint Ventures Built on Clear Terms and Shared Goals
Gurve Legal is a London commercial law firm advising businesses, investors and founders on joint ventures in the UK and with overseas partners. Our joint venture solicitors help you choose the right structure, agree who contributes and controls what, and plan the exit before you start.
A joint venture can open up new markets, technology, property opportunities and capital. Most JV disputes, though, come from the same few gaps: unclear decision making, no deadlock solution, funding calls nobody agreed to and no workable exit route. We close those gaps in the agreement.
Whether you are forming a new joint venture company, collaborating by contract or restructuring an existing venture, we give practical, commercial advice and act for either side, from the operating partner to the investor.
Free Initial Discussion
To discuss how we can help and for a no-obligation quote, call 020 7566 1188, use the Book a Discovery Call button below or WhatsApp us. We can assist wherever you are based.
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Our Joint Venture Legal Services
Choosing the Right Joint Venture Structure
The structure drives liability, tax, control and how easily partners can leave. We advise on the options with your accountants and recommend the one that fits the venture.
- Corporate joint ventures through a new limited company
- Contractual joint ventures and collaboration agreements
- LLP and partnership models
- Property development special purpose vehicles
- Cross-border joint ventures with overseas partners
Drafting and Negotiating Joint Venture Agreements
The joint venture agreement is the rulebook for the venture. We draft and negotiate terms that protect your position while leaving room for the business to grow.
- Capital contributions, funding calls and shareholder loans
- Profit distribution and dividend policy
- Reserved matters and voting thresholds
- Non-compete and non-solicitation restrictions
- Ownership and licensing of intellectual property
Joint Venture Companies and Articles
For a corporate joint venture, the shareholders’ agreement and articles of association must work together. We work alongside our shareholders’ agreement team so share classes, board rights and transfer restrictions are consistent from day one.
- Bespoke articles of association
- Share classes with different voting or economic rights
- Board composition and appointment rights
- Pre-emption, drag-along and tag-along rights
Governance, Deadlock and Minority Protection
In a 50:50 venture, every key decision needs both sides. We build governance and deadlock mechanisms that keep the venture moving, supported by our corporate governance advice for the JV board.
- Escalation, mediation and expert determination
- Russian roulette, Texas shoot-out and put and call options
- Information and reporting rights
- Directors’ duties and conflicts of interest
Ancillary Agreements
Most joint ventures depend on contracts between the venture and its parents. We prepare the supporting documents with our commercial contracts team so they match the main agreement.
- Services and secondment agreements
- Supply and distribution agreements
- IP licences and assignments
- Property leases and licences to occupy
Exits, Buy-Outs and Restructuring
Every joint venture ends eventually, by sale, buy-out or winding up. We plan exit routes at the outset and advise when the time comes to sell, buy out a partner or bring the venture into a wider merger or acquisition.
- Lock-in periods and transfer restrictions
- Good leaver and bad leaver provisions
- Valuation mechanisms on exit
- Termination on breach, insolvency or change of control
Joint Venture Disputes
When a venture breaks down, early strategic advice can protect value and preserve a negotiated exit. Where proceedings are needed, our dispute resolution and litigation team acts in court or arbitration.
- Breach of joint venture agreement claims
- Deadlock and negotiated exits
- Unfair prejudice petitions by JV shareholders
- Arbitration and court proceedings
Joint Ventures: Regulatory Rules to Check Early
Most UK joint ventures between SMEs need no regulatory approval, but some do, and getting it wrong can make the deal void or the restrictions unenforceable. These are the rules we check at the start.
National Security and Investment Act 2021
- In force since 4 January 2022.
- Mandatory notification applies where a party acquires a stake in an entity active in the UK in one of the specified sensitive sectors (such as defence, artificial intelligence, data infrastructure and energy) and its shareholding or voting rights pass more than 25%, more than 50% or 75% or more.
- A notifiable acquisition completed without government approval is void, and penalties can reach 5% of worldwide turnover or £10 million, whichever is greater.
- The government can call in other qualifying acquisitions, including of assets such as land and intellectual property, for up to 5 years after completion.
Competition law
- The Chapter I prohibition in the Competition Act 1998 (section 2) bans agreements that prevent, restrict or distort competition in the UK. Non-compete clauses and information sharing between JV partners who are competitors need care.
- Larger joint ventures that create a new economic entity may also fall within the UK merger control regime run by the Competition and Markets Authority.
Minority shareholders
- A shareholder in a joint venture company can petition the court if the company’s affairs are run in a way that is unfairly prejudicial to their interests (section 994 of the Companies Act 2006). A clear agreement and articles reduce the risk of this kind of claim.
Why Choose Gurve Legal
Commercially Focused Advice
We start with what each party wants from the venture and build the legal structure around it. Our advice is about protecting your investment, your control and your exit, not legal theory.
We Act for Operating Partners and Investors
We advise founders, established businesses and investors on both sides of joint ventures. That gives us a realistic view of what the other party will accept and where to hold firm.
Deadlock and Exit Planned From Day One
Most JV disputes start with a decision nobody can make or a partner who wants out. We draft deadlock and exit provisions that work in practice, so a disagreement does not become a crisis.
Integrated Corporate and Commercial Support
Joint ventures touch company law, contracts, IP, property and employment. We bring in colleagues across those areas so every document works together.
Gunea Luthra
Senior Solicitor
Leads our joint venture and corporate work
View Gunea’s profile
Frequently Asked Questions
A joint venture is an arrangement where two or more businesses work together on a project or business while staying independent. It can be run through a new company, an LLP or partnership, or purely by contract.
A company suits long-term ventures with shared assets, staff or outside funding, and limits liability. A contractual joint venture is simpler and suits a defined project. Tax, control and exit plans usually decide the best option.
It should cover the purpose of the venture, contributions and funding, profit sharing, management and reserved matters, deadlock, restrictions on competing, ownership of IP, transfers of shares, and how the venture ends.
That depends on the agreement. Good agreements set out escalation to senior management, then mediation or expert determination, and finally a buy-out mechanism or winding up if the deadlock cannot be broken.
Only on the terms the agreement allows, which often include lock-in periods, rights of first refusal for the other partner and valuation rules. Without clear exit terms, leaving can mean a negotiated settlement or a dispute.
Most do not. Approval may be needed where the venture involves a sensitive sector under the National Security and Investment Act 2021, or where it is large enough to fall under UK merger control. We check this at the outset.
Speak to Our Joint Venture Solicitors
Protect your investment and build your venture on solid legal foundations. Whether you are agreeing heads of terms, negotiating the agreement or dealing with a venture under strain, we can help.
Get in touch with us
Related Services
Shareholders’ Agreement Solicitors
Agreements setting out control, transfers and exits for company shareholders.
Partnership Solicitors
Advice on partnerships and LLPs, from formation to partner exits and disputes.
Commercial Contracts
Supply, services, distribution and licensing agreements drafted to protect your business.