If the problem cannot be resolved, the standard procedure usually involves the mandatory transfer of a party`s shares into the joint venture. The simplest mandatory transfer procedures that can be used are the sale and call options. A put option allows the outgoing shareholder to require the other party or parties to acquire the entirety of its interest and an appeal option authorizes the holder to require the other party or parties to sell their entire interest to the other party or parties. Although the selling and calling options work well in a joint venture involving only two parties, the process becomes complex as the company is involved by shareholders or partners. Below are some tips for which parties you need to follow before entering a joint venture. In particular, it is important for the parties to have open and frank discussions in order to give themselves the necessary flexibility to maximize the economic benefits of the joint venture. The joint venture agreements will explain who will run the business and take care of day-to-day business. In addition, the levels of authorization are generally different for different types of decisions. Your business, your partner`s business and your markets change over time.
A joint venture can adapt to the new situation, but sooner or later most partnership agreements end. If your joint venture has been created for a particular project, it will end naturally when the project is completed. Other reasons why companies may establish a joint venture relationship may be to gain access to wider markets, share resources, finance the growth of another company, develop or diversify products. Most of the time, the only way to change a joint venture agreement is for both parties to agree to new terms. Early termination clauses may be included. How you create a joint venture depends on what you want to accomplish. Companies of all sizes can use joint ventures to strengthen their long-term relationships or cooperate on short-term projects. In order to enter into a joint venture with the future counterparty, the parties can sign a Memorandum of Understanding (moU) and a Memorandum of Understanding (loI) that clarifies the basis of the future joint venture agreement. This includes an understanding of the culture and legal context of the parties. When signing a joint enterprise agreement, the following clauses must be properly considered, for example. B: the purpose and extent of the joint venture; the participation of local and foreign investors and the approval of a future capital issue; The management committee Financial rules The composition of boards of directors and administrative arrangements; Specific commitments provisions for distribution of profits; The portability of actions in different circumstances; fixing a deadlock; termination; Restrictive agreements on the company and participants; How to vote Appointment of CEO/MD; Changing control/exit clauses; anti-competitive clause; Confidentiality The compensation clause attribution; Dispute resolution Applicable law and force majeure clause.
It should be noted that there are many common provisions between the joint venture agreement and shareholders; because they both face a situation where the parties pool their resources to achieve a common goal.