Joint Venture and Shareholder Agreement-230313 - ICSI
[Pages:16]Joint Venture and Shareholders' Agreements
March 23, 2013
Shivpriya Nanda Partner
J. Sagar Associates advocates & solicitors
Delhi | Gurgaon | Mumbai | Bangalore | Hyderabad
Why Joint Ventures?
? Regulatory requirements which mandate that a foreign shareholder can only hold a specified percentage of equity
? Synergies for reasons of:
Technology Brands/trademarks Market Reach Growth prospects Local knowledge Availability of Assets Availability of approvals/licenses Hedging of risks associated with a new market
2
Types of Joint Ventures
? Greenfield ? Variation of Greenfield which may be based on
acquisition of assets or Business from the Joint Venture Partner ? Brownfield
3
Getting Started
? Non binding LoI or MoU setting out:
Principal terms such as equity percentages Broad price range and/or funding requirements Identify the Assets/Business to be transferred Non-compete Drop Dead Date
? Non Disclosure Agreement
4
Getting Started
? Due Diligence:
Background Check of the Joint Venture Partner In case Assets or Business are to be acquired by the
Joint Venture then a full scale due diligence of all aspects of the Business/Assets
? Due Diligence is a critical aspect both for decision to go ahead ad for the transaction documents
5
Getting Started
? Depending upon the contours of the transaction identification of transaction documents that may be needed :
Joint Venture/Shareholders' Agreement Share Purchase/Share Subscription Agreement Technology License Agreement Trademark License Agreement Employment Agreement Asset Purchase/Business Transfer Agreement Supply or sale Agreement Lease Agreement
6
Key Terms of Joint Venture/Shareholders' Agreement
? Scope of the Joint Venture
Products/Sector/Project Definition of `Business of the Joint Venture
Company" Agreed name and trademarks to be used by the
Company
? Conditions Precedent to Closing and Closing Process
? Role of each Party
What does each Party bring to the table Agreements that each Party is required to execute
with the Joint Venture Company
7
Key Terms of Joint Venture/Shareholders' Agreement
? Shareholding Pattern:
Authorized Share Capital Types of Securities along with rights associated with
them Shareholding percentage of each Party
? Funding:
According to agreed business plan Order of priority in terms of debt vs. equity Agreed debt equity ratio Consequence of default
8
................
................
In order to avoid copyright disputes, this page is only a partial summary.
To fulfill the demand for quickly locating and searching documents.
It is intelligent file search solution for home and business.
Related download
- joint venture agreement v1 imgix
- joint venture agreement nitro
- joint venture agreement specimen
- joint venture agreement n
- state of joint venture agreement legal templates
- joint venture agreement march 2004 first edition of cidb imgix
- joint venture agreement imgix
- joint venture and shareholder agreement 230313 icsi
- joint venture agreement march 2004 first edition of cidb cocodoc
- joint venture agreement land for good
Related searches
- joint venture agreement pdf
- simple joint venture agreement sample
- joint venture agreement template pdf
- joint venture agreement form
- joint venture agreement checklist
- joint venture agreement example
- model joint venture agreement checklist
- contract joint venture agreement sample
- aia joint venture agreement pdf
- joint venture operating agreement examples
- sample joint venture agreement pdf
- joint venture agreement template