Question $1$

I have just had a meeting with Hamza Freeman and Naila Williams, the

shareholders and directors of our client, $$Self$-$Flying Aircrafts Ltd$($SFA$),$ a

company registered in England and Wales.

SFA specialises in the development and future commercialisation of electricallypowered flying cars. Their plan is to offer a faster, greener, and more sustainable

means of transport by $2030.$

Last week, SFAreceived a joint venture proposal from Air Traffic Communications

SARL $($ATC$),$ a company registered in France, and one of the leading GPS

developers in Europe.

The terms and conditions of any future joint venture between SFA and ATC are

yet to be agreed and, therefore, we must be able to identify what is best for our

client.

Hamza and Naila are very excited about the prospect of forming a joint venture

with ATC, mainly because it may allow SFA$$s aircrafts to move safely both within

and through the European Union$$s airspace.

I would be most grateful if you would let me have a draft note in response to the

following questions:

$($a$)$ What is a $$joint venture$?$ Why might SFA benefit from entering into a

joint venture with ATC? And what are the key terms and conditions

that you would advise our client to discuss at any future negotiating

table?

$($b$)$ What are the legal structures which might be available for the

operation of a joint venture between SFA and ATC? What are the

advantages and disadvantages of each of the structures you

suggest? And what business structure would you recommend them

to set up$?$

$($c$)$ What kind of legal documentation are we expected to draft and$/$or

prepare for the purposes of setting up a joint venture between SFA

and ATC?

$($d$)$ What local legal advice may SFA eventually need during the life cycle

of their joint venture? And in which jurisdiction$($s$)?$