1. will the parties be prohibited competing with the JV ? Territorial or other limitations ?
2. type of JV
2.1. CJV [contractual joint venture] e.g. signing contract that smaller company may use distribution channel of the bigger company
2.2. PJV [Partnership Joint Venture] rights and obligations in partnership agreement. Common for RealEstate, but not for business with R&D and Production
2.3. EJV [Equity Joint Venture] Start new company with agreed on business. Flexible, shares and BOD seats shared
3. Communication
3.1. Agree on expectations
3.1.1. Investment
3.1.2. expected returns
3.2. SO knowing BOTH markets has to be head of JV
3.3. procedure for information flow from JV to parties
4. finance
4.1. what security to provide if bank loan funding ?
4.2. means of initial investment
4.3. continuing arrangement to agree on
4.3.1. working capital requirement
4.3.2. loss incurred by JV
4.3.3. how to share dev/expansion costs
4.4. what if a party defaults
4.5. agree on how raising further equity will influence the venture partner share holdings
4.6. how to fund initial costs
4.7. how will contribution of assets/premises/staff be weighted ? Allotment of shares ? Will it be payed for ?
5. business
5.1. conflict between JV business and that of the parties ?
5.2. Business plan is a must
6. organization/control
6.1. board of directors
6.1.1. rights for appointing
6.1.2. what quorum
6.1.3. matters to be decided by board/shareholders
6.2. party consent requiring decisions in BOD
6.3. who will be lending bankers
6.4. who will be JV auditors
6.5. dividend policy - how much, when, who to decide on dividend
6.6. HOW TO deal with disputes/deadlocks ?
7. shares
7.1. is transfer of shares possible
7.1.1. if so - pre-emption rights ?
7.2. how will shareholders decide different types of shares needed ?
7.3. funding proportions
7.3.1. ME
7.3.2. PARTNER
7.3.3. PUBLIC/EXTERNAL
8. Operations
8.1. who will - if applicable provide training
9. Legal form
9.1. Tax considerations for Partners for JV itself
10. DOCS/AGREEMENTS required
10.1. Scope/Purpose of JV
10.2. How to manage JV
10.3. Division of Power & influence on JV mgmt
10.4. Capitalization&Financing of JV
10.5. Share transfer to 3rd party
10.6. Termination circumstances
10.7. opt
10.7.1. Management agreement
10.7.2. S&D agreement
10.7.3. supply agreements
10.7.4. service and secondment agreements
10.7.5. loan note instruments
11. PARTNERSEARCH
11.1. know your potential partner
11.2. Sources
11.2.1. traditional research: recent publications of business magazines & business related articles
11.2.2. Online publications and company profiles
11.2.3. business organization membership meetings to stay up to date w.r.t. current developments
11.2.4. Phone Book ?
11.2.5. Networking - talk about your JV desire
11.3. criteria
11.3.1. similar ethics
11.3.2. financials
11.4. JV BUSINESS DECISION TREE
12. JV Agreement
12.1. business objectivs
12.2. obligations
12.3. sponsorship percentages
12.4. insurance coverage
12.5. fund&equity contributions
12.6. personnel
12.7. procedures
12.8. purchases
12.9. management authority/controls
12.10. dispute resolution methods
12.11. profit recognition & distribution
12.12. assignment of rights
12.13. pricing intents
13. ethical business practice
13.1. gifts
13.2. corruption
13.3. Foreign Corrupt Practices Act [US Government] this is a law prohibiting corruption for companies listed in the US
13.4. security
13.4.1. standard of factories
13.4.2. safety equipment
13.4.3. waste of money according to JV partner
13.4.4. chemicals used in production
13.5. environment
13.6. stick to the more restrictive rules better international standards
13.7. beware of the shitstorm
14. what to offer in order to attract JV partner
14.1. seat in the home board of directors ?
14.2. kickbacks ? What is it ?
15. To define
15.1. Nature of JV activities
15.2. specific project or long - term purpose
15.3. objectives of each party
15.3.1. market access
15.3.2. capacity increase
15.3.3. capital access
15.3.4. risk sharing
15.3.5. resource access, staff, technology
15.3.6. revenue & profit expansion
15.4. ensure shared vision
16. legal
16.1. regulatory consents
16.2. licenses required
16.2.1. for formation of JV
16.2.2. for business to run
16.3. arrangements between JV and a partner
16.3.1. legal liability for losses ? Partner ?
16.4. insurance
16.4.1. insurance policies required by law
16.4.2. further commercial insurance necessary
17. tear down
17.1. what happens to arrangements between JV and shareholder ?
17.1.1. Loans
17.1.2. IP
17.1.3. Assets
17.2. fixed term or indefinite in duration
17.3. automatic termination?
17.3.1. by loss of regulatory approval
17.3.2. by loss of particular asset
17.3.3. insolvency of any party
17.3.4. transfer of any party´s shares
17.4. conditions for 1-sided termination
17.4.1. breach of agreement by 1 party
17.4.2. notice of termination
17.5. termination arrangements
17.5.1. assets
17.5.2. IP
17.5.3. outstanding JV contracts
17.6. "To ensure the joint ventures will be successful, the most careful planning should focus on how to end them"
18. R&D
18.1. IP
18.1.1. license
18.1.2. transfer
18.1.3. who will own IP created by JV
19. HR
19.1. needed ?
19.2. where to get
19.3. seconded by JV parties ?
20. QUOTES
20.1. According to Deloitte&Touche research, over 50% of JV survive less than 4 years due to poor planning
21. FAILURE FACTORS
21.1. overestimation
21.2. undetected business environment changes
21.3. poor partner-company integration
21.4. weak leadership structures
21.5. inadequate due dilligence
21.5.1. poor partner screening