MODELJOINTVENTUREAGREEMENT.PDFVIP

MODEL JOINT VENTURE AGREEMENT C H E C K L I S T INTRODUCTION ? Joint ventures (“JV”) may take a number of forms, but the basis on which they are formed is always a commercial collaboration in which two or more unrelated parties pool, exchange, or integrate some of their resources with a view to mutual gain, while at the same time remaining independent. This checklist provides a basis on which to consider the issues surrounding the formation of the JV and the ongoing legal rights and obligations between the parties. ? Much of this checklist relates to a limited liability company form of JV but many of the issues raised will be equally relevant to the corporate form. In addition, there are tax and regulatory issues that will impact the structure and operation of the JV and they are not addressed in any great detail here. ? As this is a generic checklist it does not take into account any specific national or state requirements. To the extent that the JV is international, local law may mandate additional considerations, as will industry specific issues particularly in the context of regulatory concerns. ? Note also: this checklist generally contemplates a two-party JV. Multi-party JV’s are more complex, particularly with regard to corporate governance supermajority requirements, dilution and exit rights. PLANNING 1. Scope/Purpose of the Joint Venture (“JV”) ? Identify scope/purpose of the JV—consider implications of such scope in connection with: - what activities does the JV expressly intend to do or refrain from doing - corporate opportunity issues (i.e., what are the existing and potential