Click here to download the Joint ventures 2020 report, published by Getting the Deal Through.

Jurisdictions covered

The following 17 jurisdictions are covered in this report:

Argentina; China; Germany; India; Indonesia; Japan; Netherlands; Russia; Saudi Arabia; South Africa; South Korea; Switzerland; Thailand; Turkey; Ukraine; United Kingdom; United States.

Questions

The set of questions relating to the topic of joint ventures and answered by the guide for each jurisdiction covered include:

Form

• • What are the key types of joint venture in your jurisdiction? Is the “joint venture” recognized as a distinct legal concept?
• • In what sectors are joint ventures most commonly used in your jurisdiction?

Rules for foreign parties

• • Are there rules that relate specifically to foreign joint venture parties?
• • What requirements are there to disclose the ultimate beneficial ownership of a joint venture entity?

Setting up and operating a joint venture

• • Are there any particular drivers in your jurisdiction that will determine how a joint venture is structured?
• • When establishing a joint venture, what tax considerations arise for the joint venture parties and the joint venture entity? How can tax charges be lawfully mitigated?
• • Are there any restrictions on the contribution of assets to a joint venture entity?
• • What is the interaction between the constitution of the joint venture entity and the agreement between the joint venture parties?
• • How many joint venture parties interact with the joint venture entity? Are there any restrictions?
• • How may the joint venture parties exercise control over the joint venture entity’s decision-making?
• • What are the most common governance issues that arise in connection with joint ventures? How are there dealt with?
• • With an incorporated joint venture, what controls exist in your jurisdiction in relation to nominee directors? How should a nominee director balance the potentially conflicting interests of the joint venture company and the appointing shareholder?
• • What competition law considerations are engaged by the formation and operation of the joint venture? Is approval needed?
• • What are the key considerations in your jurisdiction in structuring the provision of services to the joint venture entity by joint venture parties?
• • What impact do statutory employment rights have in joint ventures?
• • How are intellectual property rights generally dealt with in the creation, operation and termination of a joint venture in your jurisdiction?

Funding the joint venture

• • Are there any legal or regulatory restrictions on the injection of capital into, or the distribution of profits or the extraction of cash by other means from, the joint venture entity?
• • Are any restrictions on the injection of capital into, or the distribution of profits or the extraction of cash by other means from, the joint venture entity imposed by law or regulation?
• • What tax considerations should be taken into account in the operation of the joint venture?
• • Are there any noteworthy accounting or reporting issues for the joint venture parties regarding their investment in the joint venture?

Deadlock, exit and termination

• • What deadlock provisions are commonly included in joint venture agreements in your jurisdiction?
• • What exit provisions are commonly included? Does the law restrict any forms of mandatory transfer provision or any basis of calculation?
• • What are the tax considerations on termination of the joint venture?

Disputes

• • In your jurisdiction, are there constraints on the choice of law of the method of dispute resolution provided for in joint venture agreements?
• • What mandatory provisions of local law will apply irrespective of the choice of governing law?
• • Are there any restrictions on the remedies a tribunal can grant that would have a bearing on the arbitration of joint venture disputes? Are there any restrictions on the arbitration of shareholder claims?
• • Are there any statutory protections for minority investors that would apply to joint ventures?
• • How can joint venture parties have liabilities to each other beyond what is expressly agreed in the joint venture agreement?
• • Are there any particular issues that can arise in joint venture disputes in your jurisdiction concerning disclosure of evidence?

Market overview

• • What advantages does your jurisdiction offer for parties wishing to set up and operate joint ventures?
• • Are there any particular requirements or restrictions relating to joint ventures in your jurisdiction that could deter international investors?