Joint Ventures & Business Collaborations

It can be structured in a number of ways, the most common structures being:

a limited liability company – this involves the parties establishing a company as a vehicle through which the joint venture business will be conducted and which will be owned by the joint venture parties
a partnership or limited liability partnership (“LLP”)
a collaboration agreement – this is a purely contractual arrangement under which no separate business is set up and there may be no pooling of assets and no general sharing of revenues and costs.

Often tax considerations strongly influence the structure and we will work on a collaborative basis with your tax advisers to determine which structure is most appropriate for your joint venture. However, other factors, such as your commercial and financial objectives and the level of integration to which you wish to commit, are also influential in determining the structure and the shape of the documentation and we will always take the time fully to understand your reasons for entering into the joint venture and what you wish to achieve from it.

The documentation involved with a joint venture will vary dependent upon the structure of the joint venture but will typically address:

the objectives and scope of the joint venture
what each party will bring to the joint venture, including financial contributions and assets (for example, intellectual property rights) and how these will be owned
the period of time that it is envisaged the joint venture will operate
decision making
any restrictive covenants and confidentiality obligations to be imposed on the parties
the sharing of liabilities, profits and losses
the handling of deadlock situations
the exit strategy and methods of exit
accounting and tax considerations
regulatory issues (if relevant to the particular joint venture)
external financing arrangements
the operation of the joint venture business, including whether the joint venture (depending upon its structure) will have its own employees or whether the parties will second employees to work for the business.

The corporate team at BBS Law can provide you with practical assistance in planning and documenting joint ventures. We will work alongside your other advisers and our colleagues in other specialist areas such as employment, property, commercial and intellectual property, to ensure that it achieves your objectives, protects your interests and mitigates your risk.

Joint Ventures

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Joint Ventures & Business Collaborations

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Fred Mendelsohn, Chairman of Elfreed Limited

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