'International Joint Ventures and Strategic Alliances' has been set up to focus on the key legal, commercial and financial aspects of setting up international joint ventures and alliances. The Course Director will explain how to avoid problems and ensure success from the outset - from the strategic planning and negotiating phase through to the drafting and implementation of the contracts and the period of integration.

• The key business factors and objectives behind international joint ventures and alliances
• Considering and analysing sample agreements
• How to use world-class negotiation strategies to get the deal right from the outset
• Understanding and drafting the agreements involved
• The best methods of funding international ventures
• Protection and management of existing and new technology in the venture
• The management of disputes
• How to deal with the post-signature practical implementation of the agreement

The course is designed to be highly practical and features a number of 'hands-on' workshop sessions.

• In-house lawyers
• Contract/documentation drafting personnel
• Risk managers
• Commercial directors and managers
• Managing directors
• Finance directors
• Business development executives

Different routes to venture and collaborate

• Preliminary questions
• Deciding structure – advantages and disadvantages
• Limited liability company
• Partnership – limited/unlimited
• Contractual
• Strategic alliances
• Multi party ventures

Structuring the venture

• Key business factors and objectives
• Control and direction - the role of directors
• Employees
• Funding methods

Legal and regulatory issues

• Financial authorities
• Boycotts trade embargoes
• Government consents and approvals

Managing the negotiation

• Cross cultural issues
• Styles and techniques
• Communication
• World class negotiation strategies

Drafting the agreements (part 1)

• Pre-contract agreements
  • Types of pre-contract documents
  • Duty of good faith
  • Letters of intent
  • Memorandum of Understanding
  • Intention to proceed
  • 'Subject to contract'
  • Governing law - choice and impact
  • Advice to negotiators

Due diligence

• Partners
• Strategic and commercial
• Financial

Confidentiality agreements – drafting workshop

• Purpose
• Types of information they protect
• Causes of breach
• What information cannot be disclosed
• Enforcement
• Different jurisdictional approaches

Drafting the agreements

• Negotiating and drafting the joint venture agreement – general terms
  • Role of partners
  • Exclusivity provisions
  • Exit provisions
  • Choice of law
  • Accounting and currencies

Key problem clauses

• Interpretation clauses
• Roles and obligations
• 'Best Efforts' and 'Reasonable Care'
• 'Best Endeavours' and 'Reasonable Endeavours'
• Penalty clauses
• Limiting liability
• Assignment clauses

Exit strategies and dispute resolution

• Drafting dispute resolution clauses
• Choice of law
• Pre-action negotiation and mediation
• Arbitration

Enforcement of awards and judgments

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