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Joint Ventures

Published: December 2019


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  • 1.

    Types of joint venture
    What are the key types of joint venture in your jurisdiction? Is the ‘joint venture’ recognised as a distinct legal concept?

  • 2.

    Common sectors
    In what sectors are joint ventures most commonly used in your jurisdiction?

  • 3.

    Rules for foreign parties
    Are there rules that relate specifically to foreign joint venture parties?

  • 4.

    Ultimate beneficial ownership
    What requirements are there to disclose the ultimate beneficial ownership of a joint venture entity?

  • 5.

    Are there any particular drivers in your jurisdiction that will determine how a joint venture is structured?

  • 6.

    Tax considerations
    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?

  • 7.

    Asset contribution restriction
    Are there any restrictions on the contribution of assets to a joint venture entity?

  • 8.

    Interaction between constitution and agreement
    What is the interaction between the constitution of the joint venture entity and the agreement between the joint venture parties?

  • 9.

    Party interaction
    How may the joint venture parties interact with the joint venture entity? Are there any restrictions?

  • 10.

    Exercising control
    How may the joint venture parties exercise control over the joint venture entity’s decision-making?

  • 11.

    Governance issues
    What are the most common governance issues that arise in connection with joint ventures? How are these dealt with?

  • 12.

    Nominee directors
    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?

  • 13.

    Competition law
    What competition law considerations are engaged by the formation and operation of the joint venture? Is approval needed?

  • 14.

    Provision of services
    What are the key considerations in your jurisdiction in structuring the provision of services to the joint venture entity by joint venture parties?

  • 15.

    Employment rights
    What impact do statutory employment rights have in joint ventures?

  • 16.

    Intellectual property rights
    How are intellectual property rights generally dealt with on the creation, operation and termination of a joint venture in your jurisdiction?

  • 17.

    Typical funding
    How are joint ventures generally funded in your jurisdiction? Are there any particular requirements relating to funding and security packages?

  • 18.

    Capital injection restrictions
    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?

  • 19.

    Tax considerations
    What tax considerations should be taken into account in the operation of the joint venture?

  • 20.

    Accounting and reporting issues
    Are there any noteworthy accounting or reporting issues for the joint venture parties regarding their investment in the joint venture?

  • 21.

    Deadlock provisions
    What deadlock provisions are commonly included in joint venture agreements in your jurisdiction?

  • 22.

    Exit provisions
    What exit provisions are commonly included? Does the law restrict any forms of mandatory transfer provision or any basis of calculation?

  • 23.

    Tax considerations following termination
    What are the tax considerations on termination of the joint venture?

  • 24.

    Choice of law and resolution methods
    In your jurisdiction, are there constraints on the choice of law or the method of dispute resolution provided for in joint venture agreements?

  • 25.

    Mandatorily applicable local law
    What mandatory provisions of local law will apply irrespective of the choice of governing law?

  • 26.

    Remedy restrictions
    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?

  • 27.

    Minority investor protection
    Are there any statutory protections for minority investors that would apply to joint ventures?

  • 28.

    How can joint venture parties have liabilities to each other beyond what is expressly agreed in the joint venture agreement?

  • 29.

    Disclosure of evidence
    Are there any particular issues that can arise in joint venture disputes in your jurisdiction concerning disclosure of evidence?

  • 30.

    Jurisdictional advantages
    What advantages does your jurisdiction offer for parties wishing to set up and operate joint ventures?

  • 31.

    Requirements and restrictions
    Are there any particular requirements or restrictions relating to joint ventures in your jurisdiction that could deter international investors?

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Hibiya-Nakata is a new type of law firm founded by Nobuo Nakata in 2012 to respond to the new market trend and demands. Hibiya-Nakata is a small M&A boutique law firm with global network and international standard of practice and quality.

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