Hewitt on Joint Ventures, 8th Edition

Hewitt on Joint Ventures 8th edition analyses a variety of transactions where two or more existing entities agree to establish and participate in a common enterprise or business-related activity. The main focus is on joint ventures using the medium of a joint venture company. The principal issues raised by a range of transactions are examined, outlining how such issues might be handled and setting out the relevant background law.

Described in the High Court as “a book edited by practitioners who specialise and have extensive experience in this area of commercial activity”, it is written in a clear and practical way, tailored for the practitioner and in-house counsel. It aims to provide detailed commercial guidance alongside a comprehensive review of relevant specialist areas of law, as well as useful checklists and precedents.

Coverage:

• Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships
• Covers the practicalities involved in the drafting, negotiating, and setting up of joint ventures
• Guides you through the planning stages of a joint venture or alliance
• Identifies and examines the principal issues for joint venture parties, including: capital and funding; governance and management; minority investment and protection; deadlock and breakdown; duties between joint venture parties; transfers of shares; exit, termination, and change; and disputes – mediation, litigation, and arbitration
• Sets out the relevant legal background
• Suggests ways of dealing with issues that may arise
• Includes a range of precedents and checklists
• Recognises the international nature of many JV agreements

What's new:

Hewitt reflects and contextualises many significant legal developments over the last five years, including:

• the legal impact of the UK’s departure from the European Union
• the growing importance for business and transactions of environmental, social, and governance (ESG) factors and how directors should approach this
• the much-increased focus on corporate transparency and anti-corruption, which has led to significant new legislation addressing the disclosure of foreign ownership of UK real estate, verification of the controllers and managers of UK companies and other vehicles, and the prospective introduction of a failure to prevent fraud offence
• the main joint venture-relevant case law since the last edition, including new clarity from the higher courts regarding:
• the duties owed by directors to creditors when the company is insolvent, and the consequences of breach
• the rule against recovery for reflective loss
• parent company liability for tort
• the exercise of conversion rights from one class of shares to another
• the limitation of actions in relation to unfair prejudice petitions
• the consolidation and wider application of the principle that a person is unlikely to have agreed to give up a valuable right that they would otherwise have had, unless there are clear words to that effect
• the closer scrutiny and control in the interests of national security of inward investment in key areas
• the treatment of the entry into and termination of joint ventures under the new UK Listing Regime
• the potentially far-reaching imposition of financial responsibility for defective residential buildings and the need – for these and other reasons flagged above – for careful due diligence
• challenges affecting joint ventures with local parties in a number of key international jurisdictions (Brazil, China, India, Malaysia, and United Arab Emirates)
• changes introduced by the Economic Crime and Corporate Transparency Act 2023 are addressed: directors’ identity verification regime, stricter registered office rules, the ban on corporate directors; it also creates a new corporate offence of failure to prevent fraud (s199) impacting internal controls for joint venture companies
• mandatory screening regime for joint ventures in sensitive sectors such as energy, transport, and data infrastructure, requiring pre-approval for certain transactions under the National Security and Investment Act 2021 is considered
• key cases examined: BTI 2014 LLC v Sequana SA (2022) clarifying directors' duties to creditors during insolvency or when it's probable; and THG Plc v Zedra Trust Co [2024] EWCA Civ 158, clarifying that unfair prejudice petitions are subject to the Limitation Act 1980
• expanded coverage on the Environmental, Social, and Governance (ESG) aspects in joint venture formation, including due diligence for anti-corruption and cyber-risk, reflecting a shift towards embracing better practices and new opportunities
• updates on specific international jurisdictions (Brazil, China, India, Malaysia, UAE), noting significant changes in foreign investment regulations, merger control regimes, and company organ rules, particularly in China.