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Joint venture

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A joint venture, often called a JV, is a business entity formed by two or more parties. These parties typically share ownership, returns, risks, and governance. By creating a JV, the participants form a new legal entity. This entity is officially separate from its founders, even if those founders are massive corporations. Because it is a separate entity, a JV can contract in its own name. It can also acquire rights, such as the right to buy new companies. Furthermore, a JV has the legal standing to sue or be sued in court to protect its objectives.

Companies pursue these arrangements for several strategic reasons. One major goal is to access a new or emerging market. Another reason is to achieve scale efficiencies by combining assets and operations. Joint ventures also allow companies to share the heavy risks associated with major investments or projects. Finally, they provide a way to access specific skills and capabilities that a single company might lack. While most JVs are incorporated, some in the oil and gas industry are "unincorporated." These unincorporated JVs are designed to mimic the functions of a corporate entity without being one.

There are several ways to form a joint venture. A foreign investor might buy an interest in a local company. Alternatively, a local firm might acquire an interest in an existing foreign firm. In other cases, both foreign and local entrepreneurs work together to build a brand-new enterprise from the ground up. These formations can also involve the use of public capital or bank debt. Once formed, the JV must follow specific legal rules. In the UK, India, and many common law countries, the JV must file a memorandum of association. This statutory document informs the public of the entity's existence.

The governance of a JV is managed through several key documents. The memorandum of association and the articles of association act as the company's "constitution." The articles of association regulate how shareholders and directors interact. These documents can be incredibly complex, sometimes reaching 700,000 pages. They detail the powers given to directors and the requirements for passing resolutions. Beyond these public filings, partners also create a private shareholders' agreement, or Memorandum of Understanding. This private document addresses sensitive issues like the valuation of intellectual property and real estate. It also defines dividend policies, which determine the percentage of profits declared.

Management and control are central to the success of a joint venture. The shareholders' agreement specifies the number of directors each founder can appoint. This determines whether a single shareholder dominates or if the partners share equality. Some JVs operate as 50:50 partnerships. In these cases, each party has the same number of directors. They might even rotate control or share the roles of Chairperson and Vice-chair. The agreement also covers the transferability of shares and the confidentiality of technical know-how. It even sets rules for "winding up," which is the process of closing the business.

Joint ventures are not permanent structures and can be dissolved for many reasons. A JV might end once its original aims are met or if the agreed duration expires. Dissolution can also happen if the parties no longer agree on their goals. Changing market conditions might make the venture irrelevant, or one party might acquire the other. These partnerships are considered risky due to potential conflicts and changes in ownership. However, they are vital in government procurement. In the United States, the Federal Acquisition Regulation (FAR) guides how JVs act as suppliers. In the European Union, public bodies may require joint liability for contract execution.

China provides a massive historical example of joint venture activity. In 2003, China became the world's largest recipient of direct foreign investment, receiving US$53.5 billion. This exceeded the investment in the US for the first time. China uses JVs to encourage the import of foreign technology. One common type is the Equity Joint Venture, or EJV. In an EJV, partners share profits and risks based on their contribution to the registered capital. China also uses Co-operative Joint Ventures, or CJVs. Unlike EJVs, a CJV does not always have to be a legal entity. In a CJV, partners can share profits on an agreed basis rather than strictly by capital contribution.

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