Commercial alliances & JV arrangements

Company or Client – Elcon International
Trading activity – Owner of Precast Concrete system

What?

Although widely used throughout the world, Elcon System has never been used in the UK as a MMC. One of the founding member of our team introduced us to Elcon. We were very excited by the prospect of being the very first organisation in the UK to install this technology and as result gaining exclusivity to the UK market.

I was assigned to review and finalise the Elcon royalty agreement and manage this evolving relationship.

How?

  • Received draft agreement from Elcon. Reviewed, highlighted and added clauses those needed further negotiation e.g. consultancy fees, support and assistance, Elconisation of existing design of the first project, royalty payments, UK accreditation, marketing and promotion, non UK projects, design coordination and project management.
  • Met MD of Elcon to agree and finalise all amendments.
  • Acted as the link between the factory manager and Elcon in ensuring the quality of Elcon panels are never compromised and all standard Elcon QA processes are followed at all time.
  • Made sure that all consultancy payments were approved and cleared on time.
  • Worked closely with site and factory team to ensure Elcon support and assistance were present at all time.
  • Met MD of Elcon on a monthly basis to review current and future project and non project involvement.

Company or Client – Leading Housing Association (can’t be disclosed – confidentiality agreement signed)
Trading activity – Providing and managing social housing across UK

What?

We have leased 80,000 SF factory adjacent to the 2012 Olympic park to manufacture volumetric housing system in line with our strategic goals. To secure orders we have formed a strategic alliance with a then leading HA.

I was responsible for co-leading the JV negotiations.

How?

  • Organised initial meeting with main board of directors.
  • Presented the financial model and attended to all finance related questions.
  • Discussed an outline JV deal to move forward. We were requested to make a full presentation with a business plan.
  • Proposed legal structure.
  • Mapped out entity diagram.
  • Prepared business plan.
  • Agreed a presentation date with the HA.
  • Co-produced all presentation material for printing.
  • Presented Finance and IT processes and attended to all related questions.
  • Following the presentation HA board took over 6 months to look at the model. Maintained relationship during this period by regular emails and phone calls.
  • HA board decided to re-engage and requested us to make a risk-reward proposal.
  • Met with fellow directors and following intensive brain storming prepared outline proposal.
  • Carried out financial modelling and what-if analysis of the outline proposal and prepared presentation document for the final stage of negotiation.
  • Co-led the negotiation in five separate meetings.
  • HoTs were agreed.

Company or Client – Hollybrook & Tonbee Housing Association
Trading activity – House builder

What?

Following a long Judicial Review we have won at the High Court and continued remediation and enabling work at Sutton Wharf site with an estimated GDV of £126m consisting over 500 residential units. The extend of the contamination was a severe drain on our resources. We were acutely aware of the possibility of UK land price correction and in late 2007 decided to share the risk with Hollybrook, a well-known house builder.

Was responsible for  appraising the JV opening balance, liaise with the legal advisor in finalising the tri-party agreement and preparing quarterly JV reports.

How?

  • Prepared a cost to date schedule cross referencing to invoices.
  • Carried out independent investigation on source documents.
  • Discussed and provided cost JV cost to date schedule for negotiation purposes.
  • Answered all questions from JV partner and the legal advisers.
  • Received draft agreement, reviewed and suggested amendments to reflect actual deal structure.
  • Advised parties on UK GAAP interpretation under FRS9.
  • Assisted in arriving at the final agreement.
  • Maintained all books and record for the JV entity.
  • Provided regular JV report to the stakeholders and answered all queries.

Company or Client – over 25
Trading activity – Property development

What?

Have advised many clients from 2002 to 2007 on JV agreements and assisted with the negotiation.

How?

  • Attended initial discussions between JV parties to provide commercial, tax and regulatory clarification.
  • Prepared JV agreement based on advised profit share and commercial arrangement.
  • Circulated JV agreement for comments.
  • finalised JV agreements and sent to legal advisers for their comment.