Hewitt on Joint Ventures, 8th Edition | 2024*

Hewitt on Joint Ventures, 8th Edition | 2024

Hewitt on Joint Ventures (8th Edition) offers a comprehensive analysis of various transactions in which two or more existing parties come together to form and operate a shared business or commercial venture. The book primarily focuses on joint ventures structured through a joint venture company and explores the key legal and commercial issues these arrangements raise, along with guidance on how such issues can be addressed. It also explains the underlying legal principles relevant to these transactions.

Described by the High Court as “a book edited by practitioners with deep expertise in this area of commercial practice,” the text is designed to be clear, practical, and highly relevant for both private practitioners and in-house counsel. It combines detailed legal analysis with commercial insight, and includes practical tools such as precedents and checklists.

Key Features Hewitt on Joint Ventures, 8th Edition:

• Offers a thorough exploration of joint ventures and other forms of collaborative business relationships

• Provides practical advice on the negotiation, drafting, and structuring of joint venture agreements

• Supports users through the planning and formation stages of joint ventures or strategic alliances

• Examines critical issues joint venture partners face, including:

  • Funding and capital structure

  • Governance and management arrangements

  • Minority rights and protections

  • Deadlock and dispute resolution mechanisms

  • Fiduciary and contractual duties between JV parties

  • Share transfers, exit strategies, and termination scenarios

  • Dispute resolution via mediation, litigation, or arbitration

• Explains the relevant legal framework underpinning joint ventures

• Provides practical solutions to potential legal and operational challenges

• Includes a broad range of useful precedents and practical checklists

• Acknowledges the international scope of many joint venture agreements

New in This Edition:

The latest edition of Hewitt on Joint Ventures incorporates and contextualizes a range of important legal and commercial developments from the past five years, including:

• The legal consequences of the UK’s exit from the European Union

• The rising significance of Environmental, Social, and Governance (ESG) considerations in business operations and transactions, and the evolving responsibilities of directors in this context

• A strengthened emphasis on corporate transparency and anti-corruption, leading to major legislative changes, such as:

  • Mandatory disclosure of foreign ownership of UK real estate

  • Verification requirements for controllers and managers of UK entities

  • The potential introduction of a new corporate offence for failing to prevent fraud

• A detailed review of recent case law relevant to joint ventures, including:

  • Clarification of directors’ duties to creditors during insolvency and consequences for breaches

  • Developments in the reflective loss doctrine

  • Parent company liability in tort claims

  • Issues surrounding conversion rights between share classes

  • Time limits for bringing unfair prejudice claims

  • Broader application of the principle that individuals are unlikely to forfeit valuable rights unless this is clearly stated

• Greater scrutiny of foreign investment in sensitive sectors for national security reasons

• Consideration of how joint venture entry and exit are addressed under the new UK Listing Regime

• The expanded imposition of financial liability for unsafe residential buildings, underlining the growing importance of thorough due diligence

• Specific challenges in cross-border joint ventures involving local partners in key jurisdictions such as Brazil, China, India, Malaysia, and the UAE

Table of Contents of Hewitt on Joint Ventures, 8th Edition

Part A: Planning A Joint Venture
1. Why Go Into a Joint Venture?
2. Planning a Joint Venture Transaction
3. Choosing the Legal Form
4. Contractual Alliances
5. Equity Joint Ventures
6. Importance of Ancillary Contracts

Part B: Specific Issues Affecting The Joint Venture Relationship
7. Capital and Funding
8. Governance and Management
9. Minority Investment and Protection
10. Deadlock and Breakdown
11. Duties between Joint Venture Parties
12. Transfers of Shares
13. Exit, Termination and Change
14. Disputes: Mediation, Litigation and Arbitration

Part C: Specialist Issues Affecting Joint Ventures
15. Tax
16. Competition and Regulatory Controls
17. Intellectual Property and Technology
18. Employment
19. Accounting

Part D: International Joint Ventures
20. International Joint Ventures
21. Selected Jurisdictions

Part E: Precedents

Part F: Joint Venture and Alliance Checklists

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