Joint Venture Company / Shareholders Agreement Checklist

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

3. Management

4. Minority protection

5. Non-compete

6. Distribution policy

7. Termination

8. Options

9. Right of Pre-emption

10. Deadlock

11. Accounting Policies

12. Law, Jurisdiction and Arbitration

13. Due Diligence on Parties and Assets

14. Competition Issues, Regularity consents and Licences

15. Tax

16. Employment

17. Intellectual Property and Information Technology