Joint Venture Agreement Summary

There is no treatment of IP rights specific to a joint venture, but the parties should agree from the outset on how to deal with all IP issues arising from the establishment, operation and termination of the joint venture. Are there any restrictions on the contribution of assets into a joint venture? A joint venture is usually created to make money to partners or shareholders. It therefore goes without saying that one of the key conditions of the joint venture agreement must indicate with the utmost clarity the distribution of the profits of the undertaking and/or of a possible sale of the undertaking between the parties. Another relevant question will be whether, due to the nature of the investment or the nature of the transaction or asset to be carried out, the parties to the joint venture may wish to have access to protection for foreign investors, including those offered by bilateral investment agreements. Are restrictions imposed on the injection of capital into the joint venture or on the distribution of profits or the collection of cash by other means by laws or regulations? Companies set up joint ventures for many different reasons, including: limited liability companies and LLPs established in the UK are required to maintain and maintain a public register containing details of persons or entities with significant control. joint ventures falling within the scope of this regime must register persons or legal persons who, directly or indirectly, have «substantial influence or control» over the company or LLP (i.e. those who hold, directly or indirectly, more than 25% of the shares or voting rights in the company or the right; directly or indirectly, in order to appoint or remove a majority of the board of directors of the corporation, or who may otherwise direct the activities of an enterprise or ensure that the enterprise assumes the activities they wish). This may include parties to the joint venture who, by virtue of absolute veto rights, have negative control over important trade or governance matters. Partnerships, HCPs and contractual joint ventures are not subject to this disclosure obligation. Since two or more commercial enterprises set up a joint venture to achieve a common objective, it is essential that the joint venture agreement clearly and concisely defines how the board of directors is appointed and both the boards of directors and the responsibilities of each member. . .



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