Data Protection – where the joint venture involves the sharing of data have consents been obtained and who is the data controller.Employees – will the joint venture company employ staff who are currently employees of the parties? If so, will there be a requirement to consult with employees under TUPE?.Restrictive covenants and non-competition – to what extent can shareholders in the joint venture compete with the joint venture company?.Regulation – does the joint venture proposed business require any consents, licences or approvals?.Jurisdiction – Where will the joint venture company be incorporated?.Control and powers – who has the power to appoint directors and control the board under the joint venture agreement?.Dispute Resolution – if there is a dispute under the joint venture agreement how will this be dealt with?.
Capital distribution – how will capital distributions on the sale or breaking up of the joint venture be dealt with?.Cash contributions – how much money each party will contribute, when and how?.Equity – how will the equity in the joint venture company be held between the parties? Is it appropriate to issue each party to the joint venture agreement with a separate class of shares so that the parties can have differing rights to voting, income and equity?.Drag and/or tag along rights– on a transfer of 1 of the Joint Venture party’s shares, if permitted, is the transferor to be given drag along rights? If a multi-party joint venture, are the other shareholders to be given tag along rights if a major shareholder wishes to exit?.Veto rights – will the JV parties have specific veto rights on transfers to third parties or actions of the other party?.Sale of interest in JV company – Is a shareholder permitted to exit by transferring it’s shares? If so will the other party have the right to first refusal?.on material breach, insolvency, change of control)? Termination – can a shareholder terminate the joint venture early (e.g.Duration – Is the joint venture to be of fixed term or indefinite duration? If fixed term, is there an overall exit strategy?.IP – who will own the technology and other intellectual property?.Where a new limited company is set up for the Joint Venture, typical issues to consider include :. Key considerations in a Joint Venture Agreement Collaboration Agreement – which generally does not involve the creation of a new vehicle.Partnership or limited liability partnership (LLP) or.We find SPVs can work well for commercial transactions involving commercial property Often known as a special purpose vehicle (“SPV”) company and the most common structure. Special Purpose Vehicle – a company specially created for the joint venture.The most typical joint venture structures are :. The structure most appropriate for any particular joint venture agreement will be dependent upon the parties, their respective objectives and roles.
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