Practical reasons for forming a joint venture
General guidelines when forming a joint venture
Foreign law considerations

Contractual joint venture and equity joint venture
Concentrative and co-operative joint ventures
Cooperation agreements
Joint venture by merger
Joint venture by acquisition
Joint venture through a subsidiary
Sale of assets
Management joint ventures
Unincorporated joint ventures (teaming agreements)
Multijurisdictional horizontal company groups
(cross border or bi-national)
Joint venture by contract
Transfer of Technology (including trade secrets)
Turn-key contracts
Franchise contracts
Distribution and Agency contracts
Definition of joint venture

Introduction
Letter of intent without annexed legal documents
Essential contents of a letter of intent
Sample letter of intent and confidentiality agreement
Letter of intent with annexed legal documents in draft form
Typical legal documents with letter of intent but not joint venture agreement
Conclusion

Standard joint venture legal documents including joint venture agreement
Umbrella agreement
Detailed Joint Venture Agreement
Detailed topical outline (50 items)
Development of detailed topical outline (50 items)
Joint venture agreement and explanation of annexed legal documents

Joint venture by merger
Joint venture through subsidiary
Joint venture by an acquisition
Sale of assets
Contractual joint venture
Management joint venture
Unincorporated joint venture (Consortium or Teaming Agreements)
Horizontal company groups

Identification of parties
Objectives of the joint venture
Assignability
Consents and approvals
Compliance with laws
Nature of the company to be formed
Capital of the company
Ordinary course of business
Access to and preservation of company records
Title to assets and schedule of encumbrances
Determination of percentage ownership of each party
Outstanding capital stock
Transfer of shares
Transferee’s adherence agreement
No violation
Share structure
Voting rights
Quorum rights
Dividend policy
Qualified majority on key issues

Board of directors
Management
Financial statements
Accounting
Due diligence procedures
Environmental issues
Employee related facts
Taxes
Commissions
Disclosure

Material adverse change or absence of material changes
Representations and warranties
Indemnification
Opinion letter
Non-competition
Equal opportunity
Survival of the joint venture agreement
Confidentiality
Settlement of dispute mechanisms
Time limitations
Amendments
Merger or entire agreement clause
Waivers
Arbitration or court
Applicable law
Authorized signatures
Expenses and costs
Force majeure
Nationalization and privatization
Notices

Introduction
Traditional topics of protection in shareholders’ agreement
Specimen clauses in shareholders’ agreement
Parties
Reasons for agreement
Basic rights to be protected
Basic capital structure of the joint venture
Duration of the agreement
Board of directors
Management
Finances and accounting
Dividend policy
Transfer of shares
Obligatory transfer of share
Extension to other activities
Complementary legal documents
Specific problems
Prohibition on competition
Law of the agreement
Resolution of litigation
Damages
Validity of agreement by percentage of capital held by a party
Termination
English/foreign language version
Amendments
Confidentiality
Notices

Introduction
Basic checklist of due diligence procedures
Sample opinion letter
Conducting procedures: authority and time scales
Post-closing issues & claims
De minimus amount & Purchase price adjustments
Disclosure letter
An analytical due diligence questionnaire for lawyers
Corporate history
Affiliates and subsidiaries
Regulatory conditions
Licenses, patents, trademarks, copyright, know-how and contracts
Management/Employees
Liabilities
Assets
Taxation
Green laws compliance

Introduction
Articles 85 & 86 of the Treaty of Rome
The European Commission Notice of 1966
Selected case examples under Article 85
Selected case examples under Article 86
Commission Notice On Agreements of Minor Importance
The Merger Regulation of 1989, As Amended 30 June 1997
Preamble to Council Regulation 1310/97
Combined Effect of Merger Regulation and Regulation 1310/97
Enlarged Jurisdiction over Joint Ventures
Commission Notice on the Notion of a Concentration (1994)
1994 Commission Notice on Concentrative and Co-operative Joint Ventures
Product Market
Geographic Market
General Aspects of Merger Regulation as Amended by Council Regulation
1310/97
Commission Notice on the Notion of Undertakings Concerned
Concentrative joint ventures not meeting Merger Regulation thresholds
Commission Notice Regarding Restrictions Ancillary to Concentrations
Non-Competition Clauses
Licenses of Industrial Property Rights and know-how
Purchase and Supply Agreements
Joint Acquisition
Suggestions Concerning Distinction Between Fundamental and Ancillary
Restrictions
Joint Ventures and National Laws
Conclusion