Overview
A joint venture works when the partners agree on what each contributes, who decides what, and what happens when they disagree or want to leave. Most JV disputes come from questions that were left unanswered at the beginning. We structure the venture so those questions are answered in advance.
What the work covers
- Choice between a contractual and a corporate joint venture
- The JV vehicle and its jurisdiction
- Contributions: cash, assets, land, intellectual property, know-how, services
- Economics: profit sharing, distributions, further funding and dilution
- Governance: board composition, reserved matters, management appointments
- Deadlock resolution mechanisms
- Transfer restrictions, pre-emption, change of control
- Exit: buy-sell mechanisms, put and call options, sale of the venture
How the work is organised
- Term sheet — the key commercial and governance terms agreed in principle.
- Structure — the vehicle and the contribution mechanics.
- Documentation — JV or shareholders' agreement, articles, contribution and service agreements.
- Formation and closing — incorporation, contributions and the first decisions of the venture.
What you receive
- A JV term sheet
- A structure note with diagram
- A full documentation set, as agreed in scope
- A governance calendar for the first period of the venture
Good to know
Where partners or assets are located in different countries, we coordinate local counsel on corporate formalities, approvals and asset transfers in each relevant jurisdiction.