Expertise
Joint ventures & strategic alliances
Clear arrangements on control, funding and exit.
In practice
When parties decide to join forces, getting the structure right from the outset is critical.
Drawing on extensive experience with both cross-border and domestic joint ventures, we advise on structuring the arrangement, identifying and addressing potential friction points, and documenting the agreed framework in clear and workable shareholder, investment or joint venture agreements.
Our experience covers a range of sectors, including energy, real estate, food and agri, and healthcare, and includes both long-term strategic ventures and more focused project-based collaborations.
Key legal & commercial issues
What determines whether a joint venture works
- 01
Aligned expectations from the outset
A common source of joint venture failure is a mismatch between what each party thought it was getting into. The shareholders' or joint venture agreement should capture the business case, the parties' contributions and the boundaries of the venture in unambiguous terms.
- 02
Workable governance and deadlock mechanics
Reserved matters, board composition and deadlock mechanics need to reflect the real decision-making dynamics, not a generic template. A well-designed deadlock ladder is usually considerably less costly than resolving the same disagreement through subsequent litigation.
- 03
Coherent exit architecture
Specific areas we advise on
- Exit triggers (change of control, material breach, deadlock, insolvency).
- Pricing on exit (fair value, a formula, a bidding mechanism or put and call options).
- Drag-along and tag-along rights aligned with the partners' exit expectations.
- Lock-up periods and right-of-first-refusal mechanics.
- Wind-down obligations and treatment of shared IP.
What we advise on
Specific areas we advise on for joint ventures
JV structuring
Choosing and designing the right JV vehicle and capital structure under Dutch law.
Read moreStrategic partnerships
Contractual frameworks for partnerships that need structure without a separate JV entity.
Read moreGovernance & decision-making
Designing JV governance that lets the venture act decisively while protecting each partner's bargained-for rights.
Read moreFunding & financing
Designing JV funding architecture that works through both favourable and difficult periods.
Read moreManagement participation
Management equity and incentive arrangements designed to align interests without creating a future dispute.
Read moreDeadlock
Deadlock clauses are an important part of a JV agreement: they determine what happens when the partners cannot agree.
Read moreDispute resolution
Disputes in a JV are rarely about a single issue; they usually reflect a deeper disagreement about direction, control or money.
Read moreExit
Every JV needs a credible exit.
Read moreTermination
When a JV ends, the priority is to end it cleanly, preserving value, protecting employees and IP, and avoiding a litigation tail.
Read moreQuestions clients ask before instructing us
When should joint venture documentation be put in place?
Documentation is best put in place before the parties take substantive operational steps jointly. Once the parties start contributing assets, IP or people, the absence of clear governance, IP ownership and exit provisions becomes a source of friction. The shareholders' or joint venture agreement should be in place before the collaboration starts.
What governance issues are typically the most disputed?
The most frequently disputed areas are reserved matters, board composition, deadlock resolution and budget approval. The right design depends on the relative size of the partners, the strategic importance of the venture to each of them and the realistic deadlock scenarios over the venture's life.
How are deadlocks typically resolved?
Deadlocks are often resolved through a layered mechanism: escalation to the parties' senior management, then mediation or expert determination, then a buy-sell mechanism, often a fair-value put or call option and sometimes a shoot-out such as a Russian roulette or Texas shoot-out. The right combination depends on the partners and the strategic value of the venture to each of them.
How do exit provisions interact with deadlocks and default?
Set out when a partner may or must exit, for example on a change of control, a material breach, a deadlock or insolvency, and at what price. A common pitfall is that those triggers overlap while the price differs per trigger, so that a party picks the route that suits it best. Exit and deadlock provisions are therefore best drafted as one coherent whole.
Can a Dutch joint venture be structured contractually rather than through a separate entity?
This is possible through a contractual joint venture or strategic alliance agreement, without forming a new entity. This is suitable for project-based collaborations of limited scope and duration, but is less appropriate where the venture needs third-party financing or its own assets and personnel.
How are funding obligations of the partners enforced?
Funding obligations are enforced through clear funding mechanics in the joint venture agreement: agreed budgets, capital-call procedures, dilution or default remedies for non-funding partners, and structured access to debt or external equity. Without these provisions, funding disputes are one of the most common causes of joint venture failure.