Joint Ventures & Strategic Alliances
When a client creates a joint venture or a strategic alliance with another company, Lanier Ford advises clients about the rights, obligations, risks, and benefits that arise from such arrangements. Choosing the wrong legal structure for a joint venture or strategic alliance can leave a business exposed to substantial liability and risk of failure.
A joint venture is usually a business undertaking in which competitors or potential competitors cooperate to carry out a business project. Sometimes, even two unrelated businesses will participate in a joint venture because each needs the resources and knowledge of the other.
When a client decides to participate in a joint venture, Lanier Ford attorneys first analyze the proposed joint venture to make sure that it does not violate antitrust laws. Then they help the client create a legal entity to carry out the objectives of the joint venturers: a corporation with stock owned by both parties, a limited liability company, a general partnership, or a limited partnership, among other choices. This process usually addresses such critical issues as management of the joint venture, capital contributions, resolutions of disputes and deadlock, buyouts and an option to purchase, and termination of the joint venture. Finally, our attorneys make sure intellectual property (IP) concerns are addressed through licensing agreements for existing patents and contracts that govern any new inventions created by the joint venture. IP agreements are also necessary to address the use and licensing of trademarks or service marks.
While a joint venture typically uses a separate business entity (a corporation, limited liability company, or partnership) to conduct the joint venture, a strategic alliance is usually carried out through various types of contracts. Strategic alliances also differ from joint ventures because they are not an isolated transaction or single project, but rather a long-term relationship that partially integrates the assets and resources of each of the participants to pursue mutually beneficial business goals.
In advising clients pursuing a strategic alliance, Lanier Ford business attorneys address many of the same issues that arise in pursuit of a joint venture. In addition, they may assist clients in drafting and negotiating one or several of the following types of contracts that establish the strategic alliance:
- Research and development agreements.
- Product development and purchase agreements.
- Manufacturing contracts.
- Sales and distribution agreements.
- Investment and financing agreements.
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