Choice of structure
Equity JV (creation of a joint company, SAS, SCI), contractual JV (consortium, economic interest grouping), partnership: the choice is dictated by the purpose, duration, taxation and risk-sharing.
→ M&A · Sub-expertise
A successful joint venture rests on three pillars: a shared vision, clear governance and protective exit mechanisms. We structure JVs tailored to your strategy — industrial alliance, equity partnership, ad hoc project — by anticipating divergences and securing exits in the longer term.
→ What we cover
Equity JV (creation of a joint company, SAS, SCI), contractual JV (consortium, economic interest grouping), partnership: the choice is dictated by the purpose, duration, taxation and risk-sharing.
Balanced governance, qualified minority rights (vetoes on strategic decisions), unlocking mechanisms in the event of disagreement (dispute resolution, escalation, casting vote).
Contributions in cash, in kind, in services. Financing undertakings, cross-guarantees, non-compete and exclusivity obligations for the benefit of the JV.
Buy-or-sell (Russian roulette, Texas shoot-out), cross put/call options, drag-along, tag-along. Preparation for the exit of a partner or the liquidation of the JV.
Escalation procedure, mediation, independent expert, casting vote, ultimate mechanisms (buy-or-sell). Anticipating recurring deadlock points (budget, strategic plan, distribution).
Service agreements, licences, supply and commercial contracts between the JV and its partners. Securing of intra-group relationships and transfer-pricing compliance.
→ Our approach
01
Definition of the purpose, scope, duration, allocation of capital, business objectives and exit strategy. Choice of the appropriate legal vehicle.
02
Negotiation of the term sheet, cross due diligence of the partners (corporate, contracts, compliance), validation of the respective contributions.
03
Drafting of the shareholders' agreement, the JV's articles of association, the operational contracts (contributions, services, licences), the financing undertakings and the cross-guarantees.
04
Effective incorporation, setting up of governance, operational integration, support during the first years to anticipate developments.
→ Who we help
Creation of a joint SAS between two industrial groups to develop a new product line, with balanced governance, unlocking mechanisms and a programmed exit after 5 years.
Co-investment with a foreign group to enter a new market: governance protecting the French minority, international tax clauses, exit in the event of a cultural fallout.
SCI or club deal between several investors to acquire and manage a real estate asset: agreement with distribution rules, exit clauses, backed bank financing.
Subsidiary contributed to a JV with a specialist fund to accelerate its development: governance, management package, exit plan over 5-7 years.
→ Q&A
A joint company (SAS) is preferable when the JV has a lasting activity, its own assets and employees. A consortium agreement or an economic interest grouping is better suited to a one-off project without the creation of an entity (response to a tender, collaborative R&D). The choice depends on the purpose, duration and intended taxation.
Define the reserved matters upstream (qualified vetoes), provide for an escalation procedure at the level of the partners' executives, appoint an expert or a mediator, and retain as a last resort a buy-or-sell mechanism that forces a decision.
Several mechanisms: cross put/call options (at a fixed price, by expert determination, by formula), buy-or-sell (one proposes a price, the other chooses to buy or sell), pre-emption right, drag-along in the event of a third-party offer. The choice depends on the level of trust and the contemplated valuation.
A qualified minority is obtained through vetoes on strategic decisions (budget, business plan, major investments, financing, M&A), reinforced information rights, a seat on the strategic committee and the appointment of non-voting members or independent directors.
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