Joint ventures—USA—Q&A guide
Joint ventures—USA—Q&A guide

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Joint ventures—USA—Q&A guide
  • 1. What are the key types of joint venture in your jurisdiction? Is the ‘joint venture’ recognised as a distinct legal concept?
  • 2. In what sectors are joint ventures most commonly used in your jurisdiction?
  • 3. Are there rules that relate specifically to foreign joint venture parties?
  • 4. What requirements are there to disclose the ultimate beneficial ownership of a joint venture entity?
  • 5. Are there any particular drivers in your jurisdiction that will determine how a joint venture is structured?
  • 6. When establishing a joint venture, what tax considerations arise for the joint venture parties and the joint venture entity? How can tax charges be lawfully mitigated?
  • 7. Are there any restrictions on the contribution of assets to a joint venture entity?
  • 8. What is the interaction between the constitution of the joint venture entity and the agreement between the joint venture parties?
  • 9. How may the joint venture parties interact with the joint venture entity? Are there any restrictions?
  • More...

Joint ventures—USA—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to joint ventures in USA published as part of the Lexology Getting the Deal Through series by Law Business Research (published: August 2020).

Authors: Frost Brown Todd LLC—Kai Bitter; Emily Tanji; Kristen A Elia

1. What are the key types of joint venture in your jurisdiction? Is the ‘joint venture’ recognised as a distinct legal concept?

Delaware is one of the few states that specifically addresses joint ventures in its corporate code. It refers to joint ventures as corporations with two stockholders each holding 50 per cent of the stock therein. Typically, though, the term ‘joint venture’ is used more broadly to describe a business venture established for a specific purpose by usually two (and sometimes more) independent parties that want to combine their technology, research and development capabilities, distribution channels, market access, financing or other resources. The basis for these collaborations can be contractual, often in the form of complex commercial arrangements that go well beyond customary supply and service agreements, also referred to as strategic alliances. Alternatively, the parties may collaborate in a jointly owned entity that is either specially formed for the joint venture or results from an investment by one joint venture party into the other.

2. In what sectors are joint ventures most commonly used in your jurisdiction?

In the United States, joint ventures

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