“Deadlock Provisions in Equity Joint Venture Agreements”

Master Thesis


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University of Cape Town

The dissertation “Deadlock Provisions in Equity Joint Venture Agreements” gives a comprehensive overview and a detailed analysis of the existing contracting possibilities addressing conflicts between the partners of an equity joint venture which cannot dissolved by them. To understand the variety of such deadlock provisions and their effects on the relationship between the joint venture partners, reaching from provisions which preserve the joint cooperation (preservation mechanisms) to provisions which force the exit of, at least, one partner from the joint company (exit mechanisms), are the key points of the dissertation. Given such variety of deadlock provisions and their possible combinations, a comprehensive overview and a detailed analysis including a comparison of such clauses will support future joint venture partners to decide whether and, if yes, what types of deadlock provisions are suitable for their joint venture and should, therefore, be included in the joint venture agreement. Previous work has failed to give such a comprehensive overview and analysis of deadlock provisions consisting of a description of the different types of provisions, an explanation of their effects, and the provision of the respective example clauses. After a short description of the various types of joint ventures and the structure of an equity joint venture, the dissertation examines on the basis of example clauses preservation mechanisms and exit mechanisms typically included in equity joint venture agreements. The complexity of the different deadlock provisions, in particular the combination of preservation mechanisms and exit mechanisms, but also the question what types of disputes between the joint venture partners should be defined as “deadlocks” triggering such procedures require that joint venture partners understand the effects of drafting the joint venture agreement, in particular the inclusion of deadlock provisions, when they are entering into a joint venture. The dissertation provides the joint venture partners with a guide to cut through such complexity and to understand how the joint venture agreement should be drafted for their joint cooperation.