Vetting & Securing A Joint Venture Agreement


Joint ventures are business arrangement in which two or more parties agree to come together to pool their resources for the purpose of fulfilling or accomplishing a specific business plan, task or objective.

This ½day workshop aims to equip participants with the knowledge to make a basic assessment of the terms contained in joint venture agreements to understand potential risks, and to provide the foundational understanding needed to secure a well-structured joint venture agreement.

It will cover commercial and legal considerations through the entire gamut of the joint venture process, with a focus on joint ventures established using a separate company as the joint venture vehicle.

Course Outline

Part 1 : Introduction to joint venture arrangement

  • Reasons for joint ventures
  • Types of joint ventures
  • Understanding the expectation and aims of your joint venture partner

Part 2 : Preliminary matters to consider prior to negotiating the joint venture agreement

  • Due diligence
  • Confidentiality undertakings
  • Memorandum of understanding

Part 3 : Practical issues in structuring and drafting a joint venture agreement

  • Financing of the joint venture
  • Extracting profit from the joint venture
  • Control and minority protection
  • Board management
  • Deadlock mechanisms
  • Restraint of trade restrictions
  • Confidentiality
  • Allocation of risks
  • Exit mechanisms
  • Termination
  • Confidentiality
  • Other common provisions
  • Practices that will help achieve a sustainable joint venture
  • Documentation to finalise a joint venture

Part 4 : Other special considerations

  • Employees
  • Intellectual property
  • Continuing business involvement between the parties to the joint venture
  • Cross border joint ventures

Learning Objectives

At the end of the workshop, participants will learn and obtain a greater understanding of :

- the key attributes of the various types of joint ventures as well as the risks and benefits associated with forming joint ventures
- the strategies to preserve their interest in the lead up to the negotiation of the joint venture agreement
- the key terms to consider in a joint venture agreement and the commercial considerations to be made in structuring and drafting a joint venture agreement 
- the ancillary agreements that may be required to support the joint venture and the purpose for those agreements
- special considerations to take note of when dealing in certain aspects of the joint venture or when participating in certain types of joint venture

Who Would Benefit

Business owners, senior management / executives, contract managers involve in establishing or managing joint venture relationships on behalf of their organisations or who want to collaborate with partners who can bring different competences or expertise to the joint venture. This is especially suitable for key decision-makers who are in the administration of a joint venture relation.

Meet The Trainer

Kay Yong
LLB (Hons), University of Manchester
Joseph Tan Jude Benny LLP

Kay is a Counsel in Joseph Tan Jude Benny LLP. She read law at the University of Manchester and was called to the Singapore Bar in 2015. 

Kay's area of practice is in corporate and commercial law. She has experience in advising on a spectrum of corporate and commercial issues, including having assisted in cross-border acquisitions and joint ventures, providing advice and recommendations on the corporate structure of clients' business ventures to ensure compliance with the laws of applicable jurisdictions, whilst ensuring that the parties' business needs are met.

Her notable transactions include :

- Assisting a Singapore company in its joint venture with an innovative lifeboat manufacturing company on the drafting and negotiation of a joint venture agreement for the manufacture and sale of lifeboats and survival capsules, involving investments of up to USD750,000

- Advising on the structure of a group of companies for the development of an island in Myanmar estimated to have an investment undertaking of USD40 millions whilst taking into account the requirements of the Myanmar Investment Commission, and drafting and negotiating various agreements for the joint venture between parties

- Acting for an industry market leader in the distribution of smart card issuance equipment and identity systems in their intended digital innovation business venture into Myanmar, for the purposes of introducing its digital technology to different business sectors within Myanmar, and preparing all required documentation for the project

- Advising a global leader in marine services for offshore oil and gas in the structuring of their Thailand operations

- Acting for a grocery on its setup in Singapore, which involved preparing and advising on its terms of employment, tenancy and investor related terms

Administrative Details

  • Please log on with your Username and Password to register. If you have no existing account with Singapore Business Federation (SBF), please create one for registration.
  • Upon registration, you can make payment directly by PayPal (for Credit / Debit Card), PayNow Corporate or Bank Transfer. An auto e-acknowledgement and invoice will be sent to your registered email.
  • No cancellation is allowed upon registration but attendance by a replacement delegate from your company due to exigency could be facilitated. Please notify SBF of this change, giving at least 3 working days' notice prior to the date of the workshop to enable logistical arrangements for the replacement.
  • Full payment must be received with registration prior to the date of the workshop to guarantee your place.
  • Admission into the workshop is only allowed if payment / proof of payment has been received prior to the day.
  • Participants will still be liable for payment in the event of no-show on actual day of the workshop.
  • SBF reserves the right to cancel, postpone, reschedule or make any adjustment to the workshop where necessary.
Payment Options

Select one of the following electronic payment options available (please key in invoice number for our reference)

1. PayPal (pay by Credit or Debit Card)
2. PayNow Corporate (UEN: T02SS0073H)
3. Bank Transfer (Bank / Branch Code: 7375 / 018, Account No: 118-313-180-5)
Billing Organisation via UOB or DBS Website / Mobile app

Ref No : SB230098

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3/20/2023 9:00 AM - 12:30 PM

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