At MSR Solicitors, we understand the importance of joint ventures and partnerships in today’s business landscape.
Joint ventures and partnerships are common structures for businesses seeking to collaborate whilst preserving their separate identities. We act for clients entering into such arrangements across a range of sectors, including property development, technology, professional services and manufacturing.
At MSR Solicitors, we are frequently instructed on joint venture and partnership agreements where the commercial relationship is as important as the legal framework. We recognise that these arrangements require careful balancing of shared objectives with individual interests, and our role is to ensure that the documentation reflects this balance clearly and in a manner that can be enforced.
Whether the arrangement takes the form of a contractual joint venture, a partnership, or a joint venture company with an accompanying shareholders’ agreement, we tailor our advice to the structure that best serves the client’s commercial position.
Our approach is to work closely with clients at the outset to understand their business objectives, risk appetite and intended division of responsibilities. We then ensure that key provisions such as profit sharing, decision-making, funding obligations and exit rights are clearly articulated and aligned with those objectives.
Legislative framework
Legislation in this area spans the centuries, from the Partnership Act 1890 to the Limited Liability Partnerships Act 2000. We advise on when it is appropriate to contract out of the statutory provisions and when reliance on them may be commercially acceptable.
Where a joint venture company is used, we ensure that the relationship between the parties is governed both by the company’s constitution and by a separate joint venture or shareholders’ agreement. Salomon v A Salomon & Co Ltd [1897] established the principle of separate legal personality, which underpins many corporate joint ventures.
More recent authorities on directors’ duties and the scope of fiduciary obligations inform our approach to ensuring that joint venture documentation addresses potential conflicts and protects both parties’ interests.
Why MSR Solicitors
Clients instruct MSR Solicitors because we understand that joint ventures often involve parties with different risk profiles, strategic objectives and levels of operational involvement. We have experience advising both dominant and minority participants, and we ensure that the agreement reflects a fair allocation of risk and reward whilst remaining commercially workable.
Case experience
We recently advised a client on a joint venture agreement for the development of a mixed-use property in central London, negotiating funding obligations, profit-sharing mechanisms and exit rights. We also acted for a technology company entering into a joint venture for the distribution of software from Southeast Asia, structuring IP licensing arrangements and territorial protections within the joint venture framework.
FAQs
What is the difference between a joint venture and a partnership?
A partnership is a legal relationship governed by statute; a joint venture is a broader commercial arrangement that may or may not constitute a partnership.
Do I need a separate company for a joint venture?
Not necessarily. It depends on liability considerations, tax efficiency and the parties’ preferences.
What happens if one party wants to exit early?
Exit provisions should be agreed at the outset, including buy-out mechanisms, valuation methodologies and drag-along or tag-along rights.
Typical process
- Initial consultation to understand the business case, party objectives and proposed structure.
- Advice on the most appropriate legal structure.
- Drafting of the joint venture or partnership agreement, including governance, funding and exit provisions.
- Negotiation and finalisation.
- Post-completion support and advice on ongoing governance matters.
Contact our commercial team today for a free, no-obligation discussion.
