Majority or Minority Joint Venture Shareholders' Agreement
(Long Form) (United Kingdom)

Summary

This agreement is a long form joint venture shareholders' agreement recording the establishment of a joint venture between two shareholders (a majority shareholder and a minority shareholder) 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, one owning the majority of shares in the joint venture company and the other owning a minority of such shares • the number of directors which each shareholder will be entitled to appoint will depend on their relative shareholdings but the majority shareholder will be entitled to appoint the majority of directors on the joint venture company's board • the joint venture company is a party to the agreement • there are conditions to completion and, as such, it has been drafted with split exchange and completion • the share capital of the company will be divided into two classes of shares (A ordinary shares and B ordinary shares) with the class rights attaching to the shares being set out in the articles of association • the majority shareholder will subscribe for the A ordinary shares and the minority shareholder will subscribe for the B ordinary shares • the agreement is subject to the laws of England and Wales This Precedent should be used in conjunction with Precedent: Articles of Association (Majority or Minority) (United Kingdom). See Practice Note: Joint Venture Documentation (United Kingdom) for an explanation of the relationship between these documents.