To Shoot or not to Shoot: How to Navigate Buy-Sell Deadlock Resolution Mechanisms for Joint-Ventures

Camelia Gardot, Senior Legal Counsel, Airbus, France

Joint Venture (JV) governance can sometimes become a “sea of troubles” and raise the question for the partners whether or not to “take arms against” it. When the JV agreement (particularly for 50:50 or closely held JV) or applicable laws reserve a number of matters to the unanimous decision of the partners, a deadlock situation arises if the partners cannot reach a common ground. A classic dispute resolution clause which defers the matter to an independent authority (court, arbitration, independent expert) usually proves costly if not ineffective when time is of the essence and persistent disagreements between the parties critically jeopardize the JV operation.

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France Contract Manufacturing March 2019 Vol.12, No. 46, Winter 2019

Camelia Gardot

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Camelia Gardot is Senior Legal Counsel – “Mergers and Acquisitions” at Airbus (Defence and Space Division) Practicing as in-house counsel for more than 14 years (mainly with aviation and aerospace companies), she has extensive legal experience in the areas of intellectual property, corporate matters comprising of international and French commercial transactions, corporate governance, mergers and acquisitions. She holds a Master’s degree in international business law from the University of Toulouse (France) and a “Mergers and Acquisitions” Diploma from the College of Law of England and Wales.

Airbus

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Airbus is the largest aeronautics and space company in Europe and a worldwide leader in three sectors: • Commercial Aircraft: Airbus is at the forefront of the aviation industry, building innovative commercial aircraft. • Defence and Space: the 2nd largest space company in the world and top 10 defence company which provides tanker, combat, transport and mission aircraft as well as space systems, equipment and services. • Helicopters: the world’s leading helicopter manufacturer offering the most comprehensive range of civil and military helicopters in the world.

France Contract Manufacturing March 2019 Vol.12, No. 46, Winter 2019