Why You Should Attend This Course:

Why collaborate and enter into Joint Venture? Contractual alliances, licences, partnerships or limited liability Joint Venture company? Choose the right type of business organisations to optimise your commercial objectives.

Knowing the advantages and disadvantages of each vehicle structure and key information will enable you to make an informed choice and decision. Selecting the wrong vehicle legal structure is a very costly mistake. What are the basics of Joint Venture and its main legal considerations?

Learn the practical guidelines and key success factors in negotiating & drafting & structuring joint ventures in this 1-day course. Understand the use of memorandum of understanding. Master the aspects of ownership issues, sharing control & management decisions as well as the exit rights and termination strategies.

What do you know about “Smart Contracts”? Paperless digital code and stored on a revolutionary blockchain technology in a decentralised network of distributed ledger in the metaverse. The terms & conditions of Smart Contract are written in code & automatically self-executed when predetermined conditions are met in a decentralised space. Does Contract law applies to Smart Contract?

You do not need to have prior legal knowledge to attend this Joint Venture course.

Outline

1. Joint Ventures: Critical Issues

• 7 Top Preliminaries when considering Joint Ventures
  • subject to contract
  • proper law & jurisdiction
  • memorandum of understanding
• Structuring Biz Partnerships
• Reasons for Joint Ventures
• Legal Vehicles for Joint Venture
  • sole trader
  • partnership (general or limited liability)
  • company
  • trust
  • contractual joint venture arrangement
• International comparison
• Features of JV

2. Negotiation Strategies in Joint Ventures

• Bargaining over sharing control
• Bargaining over exit rights & termination issues
• Harvard Negotiation Project
• PIOC negotiation techniques
• BATNA
• The 5 Breakthrough strategies in Difficult Negotiations

3. Smart Contracts in the Metaverse

• traditional (paper contract) v smart contract (paperless digital code)
• blockchain “Code in law” = terms & conditions of smart contract
• computer code in block of data on blockchain protocol in decentralized space
• blockchain oracles – real world data
• decentralized autonomous organizations (= DAO) use smart contracts
• “Smart contract” created in Blockchain
  • Expressed through computer programming language e.g. Solidity

4. Practical Approach to Joint Venture (JV)

• Main Issues in Structuring & Drafting JV Documentation
  • Main & secondary commercial provisions
  • Boilerplates
• Corporate Documentation
• Ancillary Arrangements
• Agreements with JV Vehicle
• Control & Management
• Governance
• Financing
• Allocation of Risks & Rewards
• Assets
• Governing Language
• Competition law (anti-trust law)
• Non-Competition, Non-Disclosure, Non-Disparagement & Non-Solicitation Provisions
• Confidentiality
• Business opportunities
• Unwind / liquidation Clause
• Termination & consequences & exit strategy
• Practical issues in JV termination
• Deadlock Provisions
• Alternative Dispute Resolution
• Mediation & arbitration
• Regulatory Issues – corruption acts
• Compliance
• Ownership Transfer
• Governing Language
• JV Mistakes
• Structuring Board Representation
• Matching parties’ expectations
• Contributions of Parties to JV
• Deadlock companies
• Minority protection
• Intellectual property & synergies
• Monitoring & Renegotiation in operational stage
• Legal measures in finalizing JV
  • Ancillary agreements on transactions with joint venture
  • Agreement concerning joint venture governance
  • Joint venture’s charter / articles of incorporation

Who should attend

Anyone who wants to collaborate with partners who can bring different competencies or expertise to the joint venture.

Entrepreneurs, business men and independent contractors who want to expand locally or internally their business without large email list.

Joint ventures may be an option to gain immediate and direct access to a large number of potential customers or clients. Both partners can together pool resources, talents and energy, as well as sharing the profits, risks and rewards.

Testimonial

Catherine Tay's Profile

Catherine Tay has over 35 years of lecturing experience as an Associate Professor lecturing business law at the National University of Singapore (NUS) Department of Strategy and Policy, NUS Business School. She is an Advocate and Solicitor of the Supreme Court of Singapore. She is also a barrister-at-law (of Lincoln’s Inn, United Kingdom). She is an author of more than 8 law books, including her best-seller book title called "Contract Law - A layman Guide".

She studied law at Queen Mary College, University of London and graduated with a Bachelor of Laws with Honours and with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws.

She has facilitated seminars and in-house training courses for many business law topics such as tenancy agreements, contract administration management, procurement contracts, legal and practical aspects of tender management, Service Level Agreements and Outsourcing contracts, oil and gas contract management, insurance contracts, Intellectual Property Laws and PDPA data privacy laws. She is an examiner on law subjects for a number of professional bodies and universities in Singapore and overseas. She has lectured at the NUS Extension in professional and business management law courses.

She was an adjunct lecturer at NUS Institute of System Science, in IT outsourcing contracts for over 20 years. She is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.