Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs. JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.
• Framework of considerations – formality, capital, tax issues, management control, exits
• Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids
• Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs
• Management, access to information, deadlocks and resolution
• Contributions – capital, marketing and distribution expertise, intangible assets
• Economics – allocation of profits and losses, and distribution policies
• Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution
• Ownership of jointly developed property – development of intellectual
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