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¶Ù±ð²¹»å±ô´Ç³¦°ìâ€Äì³Ü²Ô»å²¹³¾±ð²Ô³Ù²¹±ô²õ A deadlock is where parties to an agreement have an irreconcilable conflict and are therefore unable to reach agreement. This term is often used in connection with corporate joint ventures (JVs), in particular 50:50 JVs where no single party has a controlling stake in the JV and therefore all decisions require unanimity. Deadlock scenarios can also arise in non-50:50 JVs, such as where certain decisions require unanimity or where there are more than two JV parties and the outcome of a vote results in no majority. Certain disagreements can lead to deadlock stifling the joint venture company (JVC) from functioning properly. At the outset, it is prudent to consider the ways in which a deadlock could be resolved. Therefore, joint venture agreements (JVAs) typically contain deadlock resolution processes (which are often stepped) which need to be followed in order to resolve the deadlock situation. Setting out deadlock resolution processes in the JVA will save time and costs should a deadlock scenario arise and will also assist the parties...

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Board minutes—corporate joint venture—completion—joint venture company

Board minutes—corporate joint venture—completion—joint venture company Company number: [insert company number] [Insert company name] Limited Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] Limited (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due notice of...

Heads of terms—corporate joint venture

Heads of terms—corporate joint venture Date: [insert date] Subject to contract 1 Introduction 1.1 These heads of terms set out the principal terms and conditions upon, and subject to, which [insert name of first shareholder] (Party A) and [insert name of second shareholder] (Party B) are proposing to enter into a joint venture to [insert purpose of joint venture] (the Proposed Joint Venture). Each of Party A and Party B is a party and together they are the parties. 1.2 The terms in this document are not exhaustive and[, with the exception of paragraphs 7.2, 8, 9, 10, 11 and 12,] are subject to contract and not intended to be legally binding on the parties. Neither party to this document shall be legally bound to proceed with the Proposed Joint Venture unless and until a formal written joint venture agreement is entered into. 2 The joint venture Party A and Party B wish to enter into the Proposed Joint Venture to [insert purpose of joint venture and...