by Ken Casey , Siobhan Carroll July-08-2021 in Arbitration, Commercial & Business, Competition Law, Corporate, Insolvency & Restructuring, Intellectual Property, Mediation, Technology
A Note on the management, control and protection of minorities in joint ventures in Ireland.
This practice note was published in association with Practical Law Corporate Ireland, the Thomson Reuters online legal know how service. This Note looks at how joint venture companies (JVCs) in Ireland are managed and controlled. It assumes that the parties have examined the various joint venture structuring options in Ireland and have settled on a joint venture company.
The Note first considers the management of the JVC and how the board might be constituted, its role and how much authority might be delegated to the management team. It then addresses the setting up of board committees and the position of the directors of JVCs. In particular, it looks at the duties they owe, the competing interests of nominee directors, and the provision of confidential information by directors of JVCs to their appointors.
In a 50:50 joint venture, deadlock often arises. The Note looks at mechanisms to get around such difficulties. It also considers the position of minority shareholders and how best to protect them.
It also examines how the shareholders' agreement or constitution of a JVC should deal with the above issues and which document is best for a particular provision. Finally, the Note briefly looks at how to terminate a JVC arrangement; in particular, the intellectual property issues that then frequently arise.
You can access the full practice note here.
For further information on any of the issues raised in relation to the management, control and protection of minorities in joint ventures in Ireland, please contact Ken Casey kcasey@hayes-solicitors.ie, Siobhan Carroll scarroll@hayes-solicitors.ie or any member of the Corporate Team at Hayes solicitors LLP.
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About the Authors
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Ken Casey
Ken is Head of the Corporate team and has built a practice in acquisitions, disposals, and capital markets transactions across various industry sectors; joint ventures and corporate re-organisations of publicly quoted and private companies; and advises on corporate governance and general corporate law. He has extensive expertise in the financial services, aviation, gaming, technology, media and sports sectors.
Siobhan Carroll
Siobhan Carroll is an associate in the Corporate team and advises on a range of corporate matters, both transactional and advisory, including mergers and acquisitions, corporate restructurings and re-organisations, private equity investments, commercial contracts, corporate governance and general company law issues. She advises both domestic and multinational companies of different sizes across a range of sectors.