JV Structuring Tips Must Do′s in Structuring a Joint Venture.docVIP

JV Structuring Tips: Must Dos in Structuring a Joint Venture This section discusses key legal, financial, tax, marketing or technology element which must be carefully structured in order to maximize a new ventures likelihood of success. Summary of Topics: Objective of Joint Venture Choice of Structure - Business Environment Factors Choice of Structure - Unincorporated vs. Incorporated JV Vehicles Choice of Structure - Unincorporated JV - Partnership vs. Pure JV Tax consequences of Different Structures Pro Forma Contents of JV Agreement Major Errors in License Agreements Issues in Accessing Technology Information Issues in Use of Technology Information Objective of Joint Venture: Form an alliance to leverage each others Unique Strengths, not to correct each others weakness. Form an alliance around a Market Opportunity, not around narrow products. Form an alliance around Unique Skills, Capabilities, Technology, and Know-How. License proprietary technology out liberally to grow your Business Ecosystem but maintain Control over Key Kernels. Choice of Structure - Business Environment Factors: government policy at the sites of joint venture concerning: intellectual property rights and protection; licensing restrictions and compulsory licensing requirements; foreign investment restrictions and incentives; indigenization and local content requirements; and currency and exchange controls. tariff structures. tax structures. position of supplier in market for product of the technology and use of product. position of supplier in market for product of the technology with respect to market territories. stage of development of technology. anticipated changes in market structure and the position of supplier in market. distribution requirements including shipping costs and sales structures. compatibility of available protection of proprietary interests with program of protection required by supplier of interests. product liability laws. product design standards such as units