Transactions between the joint venture and its shareholders or anyone connected to it. Should IPR ownership be retained by the contributing shareholder or transferred to a separate joint venture, which then grants it to the commercial enterprise? This can provide an efficient (and tax-efficient) source of income. And if the commercial enterprise fails, IPR can always be safe. And this can be a useful way to create a franchise structure or other more localized joint ventures that relate to different commercial enterprises in different areas. Most investors and other shareholders of private companies are pleased that the company is managed by management, as appointed by the founding shareholders or majority shareholders; but they want to build in the ability to protect their interests when they think things are going wrong. This could prevent “controlling” shareholders from driving the company too much with their own interests, or simply comforting minority shareholders to intervene if they feel the company is mismanaged. If a shareholder or holder or holder of a significant percentage of the shares (51%? 65%? Others?) want to be out of stock, can they force other shareholders to sell on similar terms, even if they don`t want to? This is called daytime. For a client who creates a company in which he will be a majority shareholder, I will always recommend it. Having said that, he may not really need a shareholder pact, since he already has all the cards in hand. But if you don`t own more than 90% of a company`s shares, you can`t force another shareholder to sell their shares. Should staff be seconded to the joint venture? Detail is important. Since the parts of a company have probably been discussing the finest point together for some time, writing this detail is often overlooked – with disastrous consequences.
The most appropriate structure of a joint venture depends in large part on what the company is looking for. Should there be agreed terms for the joint venture to enter into a contract with one of the contributing shareholders or associated companies? Are there any circumstances in which either party can apply for the termination of the joint venture? z.B.: In all cases, our corporate lawyers can enter into the transaction at an early stage to perform due diligence: in corporate and commercial law, the… More and, ultimately, project, negotiation and mastery of the signature, and not just the shareholders pact: an agreement between two or more … Moreover, but the ancillary documents, which are often necessary to properly document the project, how do you now agree on when future funding will be needed and, if so, how to manage it? Should a dues be imposed on some or all shareholders? who? And how much? Is there a consensus on the amount of financing provided by third parties, such as bank loans? Should shareholders, in certain circumstances, be required to provide guarantees for loans granted by third parties? What if they don`t? Should there be an adjustment of their holdings or their rights of action? Should they be forced to sell? Who should be entitled to the shares and how can they be allocated? Should there be different categories of actions and what rights should be attached to each of them? Decisions may depend on what each party contributes to or will contribute to the success of the joint venture; and what they are waiting for to get out of the joint venture. I recommend you keep this checklist safe to read it if you need it. If you have to ask a lawyer for help, I hope you have a pretty clear idea of why you want a shareholders` pact and what you might want to cover. One day, it could save you money! Business opportunities for your core business? For example, through licensing or distribution agreements? Among the benefits of a structured joint venture through a business, I am often asked, “Can you conclude