Partnerships
Structuring Joint Ventures in Trade and Investment
6 min read
Joint ventures fail on governance, not on commercial logic. Agree how decisions are made and how partners exit before the first dollar moves.
Contribution and valuation
Capital, supply access, licences, customers and management time all have value, so write down how each is counted.
Control and deadlock
Define reserved matters, board composition and a deadlock mechanism. Fifty-fifty ownership without a tiebreaker is an unresolved dispute waiting to happen.
Capital calls and dilution
Set what happens when one partner cannot fund the next round.
Profit, distribution and exit
Distribution policy, drag and tag rights, buy-sell provisions and valuation method at exit.
Trade-specific terms
Who holds supplier contracts, who carries FX and freight risk, and which Incoterms and payment instruments govern shipments.
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