Introduction
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.
Course Outline
Course Outline
- 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
- 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
- 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 decentralised space
- blockchain oracles – real-world data
- decentralised autonomous organisations (= DAO) use smart contracts
- “Smart contract” created in Blockchain
- Expressed through computer programming language e.g. Solidity
- 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
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.
The Trainer
Trainer's Profile
Prof Catherine Tay Swee Kian has more than 38 years of experience lecturing law as Associate professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy. She is a Barrister-at-law from Lincoln’s Inn, United Kingdom. Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several law books including her best seller books on Contract Law and Director Duties & Corporate Governance.
Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws. She was called to the English Bar by Lincoln’s Inn in 1978. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson. She won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980.
Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented numerous papers at many conferences and seminars on Business Law, Medical Law & Ethics, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).
Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 4 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore- Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.
Prof Tay received her 38 years Long Service Award from the Marketing Institute of Singapore (MIS) on 2 November 2019. She was awarded the top trainer in MIS.
Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was the local teaching affiliate lecturing business law for Adelaide University, Australia.
Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.
Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002. She received her 15 Long Service Award from NHG IRB in 2018. She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009- 2011.
Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years. She has supervised medical students in electives onMedical ethics & law at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years.
