Shareholders Agreement Joint Venture Companies
Are there any circumstances in which either party can apply for the termination of the joint venture? z.B.: It only receives dividends if the controlling shareholders decide to pay them. We advise you to write a list of assumptions from your business plan, and then ask everyone what if, always in perspective of the impact of different results on each shareholder-venturer. The question that follows the keys should always be: “Who has the power in these circumstances.” How can its value be realized, and by whom? Should the parties agree to sell the joint venture to third parties? Your decisions on the various issues on this checklist will help you decide what you want to incorporate into a shareholder pact. Who are you dealing with? Should there be restrictions on which shareholders can sell their shares? It is even more difficult to estimate legal fees when the trial has to get all the other shareholders to fix everything. What will happen to the assets that have been brought by the shareholders to the joint venture? Should all shareholders have voting shares? Do you want different classes of shares with different voting rights? Should certain shareholders or shareholder groups have the right to appoint and remove a number of their own designated directors? Joint venture companies can take all kinds of shapes and sizes. They can involve all kinds of shareholders who might have different interests. They may be full start-ups or include an established company that takes shares in another established company. Even if you never have a shareholder pact at the end, it`s important to answer these questions. Only then can you be useful in more detailed questions. And the more you understand each other about these more important issues, the better you will be able to manage change.
It is impossible to deal with all possible contingencies in advance. People change. Businesses are changing. The economy is changing! Things happen. 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.