Managing complex contract transfers during a joint venture

Background

Following the formation of a new joint venture, our client was required to transfer 13 medicinal products into the newly established entity. This involved transitioning a significant number of existing contractual arrangements while ensuring continuity of supply and compliance with regulatory and commercial obligations.

The scale of the exercise placed considerable pressure on the internal legal team. Alongside the product transfer, there was a need to identify, review and renegotiate a wide range of supply chain and commercial agreements to reflect the new ownership structure and operating model.

The client required additional legal resource with relevant sector expertise to manage the volume and complexity of the work, while ensuring delivery within strict timelines.

The LS Law Approach

We approached the project as a coordinated legal transition, combining additional resource with structured oversight. Our objective was to support the client’s legal function while maintaining consistency across jurisdictions and contract types.

We deployed a team of legal and compliance secondees to work alongside both the client’s international legal team and the newly formed joint venture. This ensured continuity of knowledge and close alignment with internal stakeholders.

The team identified and reviewed all relevant contracts, assessing their suitability for transfer and determining where renegotiation was required. We then supported the drafting and negotiation of novation agreements to transfer contractual rights and obligations to the new entity.

Given the cross-border nature of the project, we ensured that all documentation reflected local legal and regulatory requirements, while maintaining consistency in approach. We also provided support on related matters, including termination arrangements where existing contracts could not be transferred.

Our focus throughout was on delivering a structured and efficient process that reduced disruption to ongoing operations.

The Outcome

All contractual arrangements were successfully transferred to the joint venture entity ahead of the agreed deadlines.

The process was managed in a coordinated manner, ensuring that contractual terms were aligned with the new business structure and that regulatory and commercial requirements were maintained.

The client achieved a smooth transition of both products and associated agreements, with minimal disruption to supply chains or commercial relationships.

The additional legal resource provided by LS Law enabled the internal team to manage a complex and time-sensitive project without compromising quality or oversight.

Following the success of the engagement, we continue to support the client on further international projects and organisational changes.