Standard documents

Outline board minutes of a shareholder in a joint venture to approve: (1) A joint venture shareholders' agreement where the agreement is subject to conditions and there is a delay between exchange and completion. (2) A business transfer agreement (and other related documents) between a shareholder and the joint venture company where the agreement is subject to conditions and there is a delay between exchange and completion. For the purpose of these board minutes the consideration for the issue of shares in the joint venture company to the shareholder on completion of the joint venture is the transfer of a business and assets by the shareholder to the joint venture company (although alternative provisions are included for use where the shareholder is granting a licence of intellectual property rights to the joint venture company). If the consideration is something other than a transfer of a business and assets, the minutes will need to be amended accordingly. The minutes can be used in conjunction with the Standard document, Joint venture shareholders' agreement: 50:50 deadlocked joint venture or the Standard document, Joint venture shareholders' agreement: majority and minority shareholder as the case may be.

A memorandum of understanding for use in either: A two party 50:50 UK joint venture where both parties intend to contribute existing businesses to a newly formed joint venture company; or A two party UK joint venture where one party will hold the majority of the shares in the joint venture company and intends to contribute an existing business to the newly formed company, and the other party will be the minority shareholder and intends to grant a licence of intellectual property rights, and provide related technical support, to the joint venture company.

An agreement entered into by all shareholders of a private limited company, under which each shareholder grants to the other shareholders put and call options over his shares, which are exerciseable on death, and take out life insurance policies, which are written in trust for the other option holders.

Specimen articles of association for a joint venture between two corporate shareholders where one holds the majority of the shares in the joint venture company and the other is the minority shareholder. The standard document can also be adapted for use where there are more than two shareholders in the joint venture. The document contains suggested changes and links to additional clauses in the drafting notes to assist in adapting the document for a multi-party joint venture.

A standard form of confidentiality agreement (also known as a non-disclosure agreement) for a joint venture, where both parties are disclosing information about businesses to be contributed to the joint venture. This document is in the form of an agreement rather than a letter. It has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions. The document has integrated notes discussing the key legal, negotiating and drafting issues.

A call option agreement over shares of a private limited company. This option agreement may be used when a right (but not an obligation) to purchase shares is granted by an existing shareholder, for a specific period and either at a specific price or at a price to be calculated in accordance with a pre-agreed formula.

A standard document for a joint venture agreement between two corporate parties pursuant to which a deadlocked joint venture company is established and operated.

Application to HMRC seeking its view under the non-statutory clearance procedure. Suitable for a company. This standard document was formerly known as Code of Practice 10: Letter to HM Revenue & Customs.

A deed of adherence for use in connection with the Standard document, Joint venture shareholders' agreement: majority and minority shareholder, as adapted for a joint venture involving more than two parties.

Outline board minutes of a joint venture company to approve the business transfer agreement(s) under which a shareholder or shareholders to a joint venture will transfer a business or businesses and assets to the joint venture company in consideration for the issue of shares in the company. These minutes envisage a split exchange and completion of the business transfer agreement(s) on the basis that the agreement(s) are subject to conditions, including the completion of the joint venture. The minutes can be used in conjunction with the Standard document, Joint venture shareholders' agreement: 50:50 deadlocked joint venture or the Standard document, Joint venture shareholders' agreement: majority and minority shareholder as the case may be. As drafted, the joint venture company is not a party to either Standard document, Joint venture shareholders' agreement.

Specimen articles of association for a joint venture company where the shareholders are two individuals, with two classes of shares and each class of shareholder having the right to veto decisions.

A standard document for a joint venture agreement between two corporate parties where one party holds the majority of the shares in the joint venture company and the other party is the minority shareholder. The document contains the terms for establishing and operating the joint venture company, and can be adapted for use where there are more than two parties to the joint venture. Suggested alternative clauses for a multi-party joint venture are included in the standard document.

Outline board minutes of a joint venture company to deal with the formalities required for completion under a joint venture shareholders' agreement between two individuals who are both subscribing for shares in cash.