walslaw, Amsterdam boutique law firm
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Strategic partnerships

Not every collaboration requires a new company. A well-drafted strategic partnership can deliver the commercial benefits of a joint venture, including shared upside, coordinated decision-making and protected IP, with less governance overhead and a cleaner exit. We advise Dutch and international parties on strategic partnerships across sectors including energy, real estate, food and agri, healthcare, technology and industry. The work applies the same legal architecture that makes joint ventures successful, covering exclusivity, decision rights, IP allocation and exit, in a contractual setting in which a simpler structure is itself an advantage.

When clients call us

  • Two parties want to cooperate without forming a JV entity
  • An informal cooperation has grown and now needs proper structure
  • An existing partnership is approaching renewal or change of control
  • Competition law concerns need to be designed out of a cooperation
  • A partnership needs to convert into a JV (or vice versa)

Key legal & commercial issues

I.

When a partnership outperforms a JV

Contractual partnerships make sense when the cooperation has a defined scope, when neither party wants to commit capital to a separate entity, or when the regulatory or tax footprint of an entity would be disproportionate. The risk is that informal arrangements acquire legal consequences that the parties have not allocated in their agreement.

II.

Architecture of a robust partnership

  • Clear scope: products, territories, customers, exclusivity
  • Governance: steering committee, decision thresholds, escalation
  • Economics: revenue share, cost allocation, settlement cadence
  • IP: pre-existing IP, foreground IP, licences and ownership of joint output
  • Confidentiality, competition compliance and information barriers
  • Term, renewal, change-of-control and exit
III.

Dutch-law and EU competition considerations

Strategic partnerships often raise competition-law questions, concerning information exchange between competitors, market allocation, the duration of exclusivity and the reach of non-compete obligations. We structure the corporate and contractual arrangements around those issues and involve specialist competition counsel where required, including to assess applicable block exemptions or other justifications.

What we advise on

What we advise on

  • Strategic alliance and cooperation agreements
  • Strategic distribution, agency and reseller partnerships
  • Co-development, R&D and joint commercialisation arrangements
  • Long-term supply and offtake partnerships
  • Exclusivity, non-compete and non-solicit calibration
  • IP ownership, licensing and improvements regime
  • Corporate structuring for cooperation between competitors, with specialist competition counsel
  • Transition from partnership to JV (or vice versa)

Typical documents and deliverables

Typical documents and deliverables

  • Strategic partnership or alliance agreement
  • Steering committee charter and decision-rules
  • IP schedule with background IP, foreground IP and licence terms
  • Confidentiality and clean-team protocols
  • Service-level or operational annexes
  • Termination, transition and run-off provisions

How we support the process

How we support the process

  1. 1

    An opening review of the commercial model and what each partner actually expects from it

  2. 2

    Design of the governance layer, the economics and the allocation of intellectual property

  3. 3

    Drafting of the partnership agreement and the operational annexes that make it workable

  4. 4

    Specialist competition-law assessment before signing rather than after the arrangement is live

  5. 5

    Continuing support on governance, amendments and exit across the term of the collaboration

Questions clients ask before instructing us

Questions clients ask before instructing us

When should a partnership become a joint venture?
A corporate joint venture is the better structure once the parties commit assets, people or capital jointly rather than contributing them contractually. The practical signals are recurring joint investment, joint hiring, shared IP that neither party can cleanly attribute, revenue that is genuinely commingled, and third parties who deal with the collaboration as if it were one business. At that point a contractual partnership becomes hard to unwind, hard to value and hard to govern, and a corporate vehicle with a shareholders' agreement, defined governance, a capital account and an exit mechanism is a better fit. The counter-argument is regulatory and tax friction, so we advise clients to plan the conversion rather than let the first serious disagreement trigger it.
How long can exclusivity last under EU competition law?
There is no fixed period, but duration is one of the main factors in the assessment. Exclusive supply and purchase obligations may benefit from the Vertical Block Exemption Regulation where the parties' market shares are below the threshold it sets and the other conditions are met. That exemption also caps the duration of a non-compete binding a party during a live vertical relationship, whereas obligations of indefinite duration fall outside it. A restraint that binds a party after the relationship has ended is assessed differently, and the periods that can be justified there are shorter. Between actual or potential competitors the analysis is stricter and runs under the horizontal guidelines. Exclusivity in a genuinely ancillary role, protecting an investment for the period needed to recoup it, can be defensible for longer. Because exclusivity in commercial partnerships regularly raises competition questions, we address its duration and scope at the drafting stage and involve a competition specialist from our network where needed.
Who owns IP developed jointly during the partnership?
Ownership follows whatever the agreement provides, and silence on the point creates difficulty. If the agreement is silent, ownership depends on the nature of the IP and the applicable legal regime; co-ownership may result and can leave material decisions dependent on both parties' cooperation. The parties should therefore decide the position expressly. The usual options are sole ownership by one party with a broad licence to the other, ownership allocated by field of use, or a jointly owned holding vehicle. Whichever option is chosen, background IP, improvements to background IP and the position on termination are dealt with separately.
Can a steering committee bind the parties contractually?
A steering committee binds the parties only if the agreement gives it that power and its members hold the necessary authority. It is normally a coordination body: it monitors the collaboration, resolves operational questions and escalates. If the parties want its decisions to bind, the agreement must say so, define the decision categories, set the voting rules and specify what happens on deadlock. Even then, the committee cannot bind a party beyond the authority its representatives hold, so the agreement should require each party to appoint representatives with sufficient mandate. Where a decision has real consequences, such as a capital commitment, an IP allocation or termination, it belongs with the parties rather than the committee.
What happens to the partnership on a change of control?
In principle, nothing happens unless the agreement has provided for it. In a contractual partnership the counterparty simply continues, now controlled by a party that may be a competitor of the other partner. Most well-drafted partnership agreements therefore include a change-of-control provision: a right to terminate, a right to require assurances, or in a corporate JV a call option or a put over the affected party's shares at a defined price. Control is defined precisely, and indirect changes at parent level are included. Where the concern is a specific competitor rather than change of control generally, a targeted restriction is more likely to survive both negotiation and later scrutiny than a broad veto over any transaction.
How do we handle information exchange between competitors?
Before due diligence or joint planning begins, the parties should establish a clean-team protocol with specialist competition counsel. The exchange of competitively sensitive information between actual or potential competitors, including current or future pricing, costs, margins, capacity plans, customer-specific data and strategic intentions, can infringe EU and Dutch competition law even where the collaboration itself is lawful. Appropriate safeguards may include a defined category of restricted information, a clean team without commercial decision-makers, aggregation or historic-only disclosure where possible, physical and IT segregation, written undertakings and a documented protocol.

Related areas

Back to Joint ventures & strategic alliances

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