Counsel for partnerships meant to last, with the structuring, governance, control, and exit terms that let two companies share an opportunity without surrendering what makes each one valuable.
The most important clause in a joint venture agreement is the one neither partner expects to use. A shotgun buy-sell lets one side name a price at which it will buy or sell and leaves the other to choose; it produces a fair number only between partners with equal access to capital. Deadlock terms are written at formation because that is the last moment both sides want them fair.
Form comes before terms. A jointly owned entity has its own liability shield and tax profile, a contractual alliance leaves each party with its own, and the tax treatment of contributions follows the form: appreciated property contributed to an LLC taxed as a partnership comes in without gain under Section 721, and the built-in gain stays with the contributor under Section 704(c).
Governance is then negotiated line by line: board seats, reserved matters and information rights, drafted so the minority is protected and the majority can still run the business. Where partners or operations sit in more than one country, we coordinate locally admitted counsel so the structure holds across every border it crosses.
The first decision is between a jointly owned entity and a contractual alliance. We work through the equity-versus-contract question, entity choice, and the liability and tax profile each side needs, so the form fits the venture rather than forcing the venture into a template.
Board composition, reserved matters, voting thresholds, information rights, and day-to-day management, drafted so a minority partner is protected and the majority can still run the business, with each side knowing in advance who decides what.
Valuing and documenting the capital, assets, personnel, and rights each partner brings, including initial contributions, future funding obligations, and the consequences if a party fails to fund its share when the venture needs it.
Ownership, license scope, and improvements for the intellectual property each partner contributes and any the venture itself creates, with assignment or license terms that protect contributions and give the venture the rights it needs to operate.
Escalation, mediation, and buy-sell mechanics such as shotgun, put-call, and defined unwind procedures, so a stalemate has a path to resolution without litigation, negotiated at formation when both sides still share an interest in a fair result.
Transfer restrictions, drag and tag rights, termination triggers, and the orderly division of assets and IP on exit, structured across jurisdictions and coordinated with locally admitted counsel where local entity, tax, or regulatory law requires it.
A venture between competitors is an agreement between competitors. Forming it can require an HSR filing when the contributed assets meet the threshold, and from the first meeting the partners need a firewall around pricing and customer information, because the antitrust agencies judge the collaboration by what the parents still compete on.
Ownership percentages are only the headline. Reserved matters, voting thresholds, and information rights determine who controls the venture day to day, and that is where minority partners are protected or exposed.
In a 50/50 Delaware LLC with no deadlock clause, the remedy is a petition for judicial dissolution on the ground that it is no longer reasonably practicable to carry on the business, which hands the venture's future to a judge. Escalation, mediation and a buy-sell mechanism keep that decision with the partners.
Assigning intellectual property to the venture or licensing it decides who owns it when the venture ends. An assignment makes the IP a venture asset to be divided or sold in a wind-up; a license keeps title with the partner and can be written to end on exit.
A transfer restriction without a valuation mechanism is an invitation to litigate. Rights of first refusal, tag and drag rights and put and call options each need an appraiser, a standard of value and a rule on minority discounts fixed now, because the partners will not agree on them later.
Some jurisdictions cap foreign ownership in listed sectors, so the local partner's share is set by statute before negotiation. Where a US business is contributed to a venture with a foreign partner, CFIUS can review the formation itself. We coordinate locally admitted counsel in each jurisdiction the venture touches.
Before anyone drafts, the partners settle the architecture: shared entity or pure contract, ownership split, and the tax and liability posture each side needs. The equity-versus-alliance decision made here dictates everything that follows, including how cleanly the relationship can ever be unwound.
Each partner's capital, assets, personnel, and IP are valued, papered, and assigned or licensed into the venture with defined scope. Future funding obligations, and the dilution or default consequences for a partner who fails to fund, are fixed at formation rather than litigated later.
Board seats, reserved matters, voting thresholds, and information rights are negotiated line by line, so the minority is protected and the majority can still operate. Deadlock mechanics, from escalation and mediation to shotgun and put-call provisions, are written while both sides still want fairness.
The venture goes live under its agreed rules, and counsel stays on for amendments, new funding rounds, and partner changes. When one side exits by buyout, transfer, or unwind, the pre-negotiated separation terms divide assets and IP without destroying what was built.
A joint venture agreement is written for two days: the day it begins and the day it ends.
A joint venture usually means the partners form a shared entity, a new company or partnership they jointly own, to pursue a defined purpose. A strategic alliance is typically contractual, with the parties coordinating, sharing, or co-developing without forming a separate entity. The choice drives liability, tax, control, and how cleanly the relationship can be unwound, so we settle it before the term sheet rather than after.
Most domestic ventures are formed as Delaware limited liability companies taxed as partnerships. That form lets profits, losses and distributions be allocated by agreement rather than by percentage interest, within the substantial-economic-effect rules of Section 704(b), and it passes a single level of tax through to the partners. A corporate form is chosen when the partners expect to take the venture public or sell it to a corporate buyer, or when a foreign partner wants a blocker between itself and US filing obligations. A purely contractual alliance avoids a new entity altogether and suits a venture with a defined project and no shared balance sheet. The right answer turns on exit expectations as much as on tax, which is why we settle it before the term sheet.
Control is the term that decides everything else. Board composition, reserved matters requiring supermajority or unanimous consent, information rights, and how the venture is managed day to day determine how well a minority partner is protected and how freely the majority can run the business. We draft these so each side knows, in advance, who decides what.
Deadlock is foreseeable, so the agreement should plan for it. Escalation to senior principals, mediation, buy-sell mechanics such as shotgun or put-call provisions, and defined unwind procedures give the venture a path through an impasse without litigation. The time to negotiate these is at formation, when both sides still share an interest in a fair outcome.
Carefully and in writing. The capital, assets, and IP each party contributes, and any IP the venture itself creates, have to be valued, documented, and assigned or licensed with clear scope. We address ownership, license terms, improvements, and what happens to shared IP on exit, so contributions are protected and the venture has the rights it needs to operate.
Yes. Working from Chicago, London, and Dubai, and through a partner network across roughly 51 jurisdictions on five continents, we structure ventures and alliances that span borders, coordinating with locally admitted counsel where local entity, tax, or regulatory law requires it. The aim is one coherent structure across the jurisdictions the partners actually operate in.
Acquisitions and combinations that span jurisdictions, with multi-country diligence, regulatory clearance, and the structuring that holds together across borders.
Explore →Separating a business unit cleanly, with transition services, stranded costs, and the disentangling of shared systems, people, and contracts.
Explore →Public-to-private deals, with the special committees, fairness process, and disclosure and minority-protection mechanics these transactions demand.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.