Basic Outline of Initial Terms and Conditions to Be Addressed for the Proposed Joint Venture

• Author: David A. Steiger
• Pages: 457-461

Appendix F

Basic Outline of Initial Terms

and Conditions to Be Addressed

for the Proposed Joint Venture

457

Joint Venture S tructure

• Form of entity and identity of joint venture partners

• Formal legal name and owners of each joint venture party

• Will a party use a wholly owned subsidiary? If so, describe

• Location of JV

Capital Structure

•

Percentage ownership of common stock/ultimate control at JV party

and board levels

• Preferred stock (or nonvoting common) and its terms

• Dividend policy

Capitalization

• Source and amount of funds. Debt?

• Valuation of noncash contributions

•

Land, building contributed? Building improvements by the JV? Land

and/or building leased to JV by a party? Term, terms of lease

• Equipment contributed or leased?

•

Technology transfer (with indemnication)—joint venture company

owner or a licensee of technology

Steiger_TransBorders_20140625_09-05_FinalPass.indd 457 6/26/14 9:21 AM