Joint Ventures & Collaborative Models

The Public Sector Team regularly advises local authorities on the range of collaborative models available to them, both contractually and corporately, including collaboration agreements, joint venture agreements, corporate joint ventures and wholly owned companies as well as the vires, subsidy and procurement implications of such arrangements. We work with the local authority and their other advisors to input into their business plans, to prepare options appraisals to establish which model will best achieve the project objectives. We support our clients to sense check and robustly challenge the appropriateness of the model and its ability to deliver the objectives.

Once the model has been chosen, we have extensive experience in drafting all necessary documentation to support each model (for example collaboration agreement, joint venture agreements, shareholder agreement, articles of association, subscription agreements, board minutes).

Key areas to consider in any of the models include:

• Objectives and business case
• Timing for delivery
• Funding arrangements
• Acquisition of assets
• Extent of liabilities
• Resourcing requirements including staffing and pensions
• Voting arrangements and approval process
• Deadlock
• Dispute resolution
• Procedures for winding up

We also advise on the governance arrangements and other legislation which may be applicable following establishment of the model, for example Companies Act 2006. For the Public Sector in particular, it is important to consider directors duties and managing conflict of interests between an individual’s role in and duty to the local authority on the one hand, and the company on the other.