Business Plan Template

The document titled 'Business Plan Template' is a comprehensive guide that provides a checklist for creating a joint venture company and shareholders agreement. It emphasizes the importance of understanding the purpose of the joint venture and establishing clear objectives. The document covers various aspects such as ownership and funding, management structure, minority protection, non-compete agreements, distribution policy, termination scenarios, options and pre-emption rights, deadlock resolution mechanisms, accounting policies, law and jurisdiction, due diligence on parties and assets, competition issues and regulatory consents, tax considerations, employment issues, intellectual property and information technology. Each section of the document is explained in detail, providing a thorough understanding of the key considerations and requirements for creating a successful joint venture.

How to use this document?

1. Understand the purpose of the joint venture by identifying the parties involved, primary commercial objectives, territorial or technological limitations, key interests, expected commercial return, rights of control or participation, and the need for an exit strategy.

2. Determine the ownership and funding structure by deciding on the ownership/voting shares, majority interest, economic ownership and voting rights, initial capital contributions, debt/equity ratio, additional capital obligations, shareholder loans, guarantees or counter-indemnities, issuance of new shares, outside finance, and venture capital funding.

3. Establish the management structure by determining the number of directors/managers, appointment and removal procedures, delegation of responsibilities, decision-making processes, appointment of agents, and reserved matters for shareholder or board level decisions.

4. Address minority protection by considering board representation, involvement in major decisions, protection against equity dilution, distribution of profits, access to information, and exit routes.

5. Define non-compete constraints by specifying the scope of restrictions, exceptions, and freedom to make acquisitions.

6. Agree on a distribution policy by establishing a common understanding of dividend distribution and minimum proportion of distributable profits.

7. Plan for termination scenarios by determining the conditions, notice periods, sale to third parties, liquidation options, and trigger events.

8. Consider options and pre-emption rights by deciding on the right to put or call shares at a specified time and price.

9. Provide a right of pre-emption to existing shareholders before transferring shares to third parties, specifying the price determination method and drag-along or tag-along rights.

10. Address management deadlock by implementing mechanisms such as casting votes, independent directors, alternate dispute resolution, reference to chairmen or CEOs, Russian roulette, or Texas shoot-out.

11. Establish accounting policies by recognizing interest in the joint venture using proportionate consolidation, equity accounting, or full consolidation, defining reporting requirements, accounting principles, auditor appointment, and provisions for profit distribution.

12. Determine the governing law, jurisdiction, and arbitration procedures, considering registration requirements, local consents or licenses, employment laws, taxes, land rights, intellectual property protection, and due diligence on parties and assets.

13. Conduct due diligence on parties and assets by performing legal, commercial, tax, and financial assessments, identifying risk areas, necessary consents, and ancillary documents.

14. Address competition issues, regulatory consents, and licenses by considering market share, competition laws, regulatory approvals, supply contracts, co-operation in case of regulatory action, collective investment scheme regulations, and foreign jurisdiction approvals.

15. Evaluate tax considerations by assessing capital gain tax, transfer tax, consortium or group relief, repatriation of profits, controlled foreign company rules, thin capitalization, and obtaining necessary clearances.

16. Consider employment issues such as business transfers, harmonization of terms and conditions, secondment or employment of employees, share options or incentive arrangements, pension schemes, service contracts, and due diligence on employment-related matters.

17. Address intellectual property and information technology concerns by determining brand usage, licensing or vesting of intellectual property rights, provision of technology, access to confidential information, technology ownership, IT systems transfer, regulatory constraints, support and maintenance arrangements, data protection, and cross-border data transfers.

Please note that this guidance provides a summary of the key steps and considerations for using the 'Business Plan Template' document. It is important to consult with a local lawyer to ensure compliance with jurisdiction-specific requirements and obtain legal advice tailored to your specific circumstances.