Joint Venture Shareholders' Agreement Deadlock 50/50
(United Kingdom)

Summary

This agreement is a long form joint venture shareholders' agreement recording the establishment of a 'deadlock' or '50/50' joint venture between two corporate shareholders by their subscription for shares in a private limited company (incorporated in England and Wales) and setting out the terms and conditions on which that company shall carry on business and the two shareholders shall exercise their rights in relation to the joint venture. In drafting this agreement, it has been assumed that: • there are two corporate shareholders who will: — own equal numbers of shares in the joint venture company, and — appoint equal numbers of directors to the joint venture company's board • the joint venture company is a party to the agreement • the share capital of the company will be divided into two classes of shares (A shares and B shares) with the class rights attaching to the shares being set out in the articles of association • there are conditions to completion and, as such, it has been drafted with split exchange and completion • the agreement is subject to the laws of England and Wales This Precedent should be used in conjunction with Precedent: Articles of Association Deadlock (50/50) (United Kingdom). See Practice Note: Joint Venture Documentation (United Kingdom) for an explanation of the relationship between these documents.