Checklist on issues relating to joint venture agreement. The checklist assumes that there will be a Joint Venture Company (“Company”) whereby two or more parties establish a business, with its own management structure, in which the parties will participate on an "equity" basis - rather than simply a cost-sharing collaboration without an identifiable jointly-run business.
First Thing is to Understand the Purpose of the joint venture for planning purpose:
1. Who are the parties to the joint venture?
2. What are the primary commercial objectives?
3. Is it confined to a particular territory or technological field?
4. What are the key interests of the parties to protect?
5. How do the parties expect to make a commercial return from the venture?
6. What rights of control or participation do the parties expect?
7. Do the parties need or have an exit strategy?
Things to consider in a Joint Venture:
1. Purpose of the Joint Venture
2. Ownership and Funding
4. Minority protection
6. Distribution policy
9. Right of Pre-emption
11. Accounting Policies
12. Law, Jurisdiction and Arbitration
13. Due Diligence on Parties and Assets
14. Competition Issues, Regularity consents and Licences
17. Intellectual Property and Information Technology