# Joint venture agreement
> Source: https://legalcode.md/skills/legalcode-joint-venture-agreement | [HTML version](https://legalcode.md/skills/legalcode-joint-venture-agreement)

Drafts and reviews joint venture agreements covering governance structure, board composition and voting thresholds, capital contributions, profit and loss…

Drafts and reviews joint venture agreements covering governance structure, board composition and voting thresholds, capital contributions, profit and loss allocation, management rights, deadlock resolution mechanisms (Russian roulette, Texas shoot-out, expert determination), non-compete obligations, exit strategies (put/call options, ROFO/ROFR, shotgun clauses, tag-along/drag-along), intellectual property ownership and licensing (background IP/foreground IP), and dissolution procedures. Addresses tax structuring implications across entity types. Primary coverage: US (Delaware LLC and C-Corp structures), UK (England and Wales companies/LLPs), EU (cross-border JVs and merger control), and India (Companies Act 2013 / FEMA compliance). Use when drafting a new JV agreement, reviewing a counterparty's JV draft, structuring a corporate joint venture, evaluating deadlock provisions, or assessing exit mechanism enforceability. Also triggers on "shareholder agreement for JV", "joint venture partnership agreement", "50/50 joint venture", "co-venture agreement", "JV governance", "consortium agreement with equity", or any arrangement where two or more parties co-own an entity or project and need governance rules.

This skill drafts and reviews joint venture agreements for multi-party equity ventures across the full deal lifecycle — from initial term sheet to execution-ready agreement. **Covers:** - Governance architecture (board/committee composition, voting, reserved matters, quorum) - Capital contributions (initial, additional calls, default consequences, valuation) - Profit and loss allocation and distribution waterfall - Management rights and day-to-day operational authority - Deadlock resolution mechanisms (escalation, Russian roulette, shoot-out, expert determination, winding up) - Non-compete and non-solicitation obligations during and after the JV term - Exit strategies (put/call options, ROFO/ROFR, tag-along, drag-along, IPO, shotgun clauses) - Intellectual property (background IP retention, foreground IP ownership, licensing, reversion on dissolution) - Dissolution procedures and asset distribution waterfall - Tax structuring implications by entity type and jurisdiction - Regulatory/merger control considerations (EU, US HSR, India CCI) - Jurisdiction-specific mandatory requirements (US/UK/EU/IN) **Does not:** - Provide legal advice or replace qualified counsel - Handle pure contractual joint ventures with no equity component (see legalcode-master-services-agreement) - Cover publicly listed joint ventures with securities law considerations - Draft the underlying shareholders agreement where the JV has third-party investors **Two modes:** - **Draft mode**: Build a new JV agreement from a term sheet or party instructions - **Review mode**: ...

## Jurisdictions

Global



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