walslaw, Amsterdam boutique law firm
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Joint ventures & strategic partnerships

Many transactions sit between an acquisition and a joint venture: minority investments with reserved matters, strategic alliances with an equity component, cooperation agreements with shared IP, and asset contributions into a new vehicle. The legal work is fitted to the commercial reality of the relationship rather than to a single template. We advise on these hybrid mandates with the discipline of M&A practice (SPA, due diligence, conditions) and the partnership thinking of JV practice (governance, deadlock, exit, anti-embarrassment, ratchets). JV-specific topics are covered in more detail on our joint ventures pages, and this page covers the transactions in which the two disciplines meet.

When clients call us

  • A transaction sits between an acquisition and a joint venture
  • A minority investment needs sponsor-style protections
  • Asset or business contributions create a new partnership entity
  • A commercial alliance is moving towards an equity component

Key legal & commercial issues

I.

Recognising what kind of transaction it is

  • Minority investment with board representation and reserved matters, looks M&A, behaves JV
  • Strategic partnership with a commercial agreement plus equity step-up option
  • Joint venture entity created out of an asset contribution from one or both parties
  • Cooperation agreement with shared IP, R&D or commercial channels, sometimes no equity at all
II.

Where M&A and JV meet

These mandates need both transaction discipline (SPA, due diligence, conditions, warranties) and partnership thinking (governance, deadlock, exit, anti-embarrassment, ratchets). The risk in drafting is that the SPA is developed with care and the SHA is not, or the reverse. The two documents are therefore prepared together, with the dynamics of the ongoing relationship reflected in the governance and the dynamics of the transaction reflected in the warranties.

What we advise on

What we advise on

  • Minority investments in Dutch BVs with sponsor-style protections
  • Strategic partnerships with equity step-up rights
  • Joint venture formation through asset or business contribution
  • Cooperation agreements with shared IP and revenue arrangements
  • Anti-embarrassment, ratchet and price-protection mechanics
  • Exit, drag, tag and ROFR/ROFO rights

Typical documents and deliverables

Typical documents and deliverables

  • Subscription agreement / share purchase agreement
  • Shareholders' agreement with governance and exit terms
  • Contribution agreement (where assets or a business move into the JV)
  • Commercial cooperation, IP licence and services agreements
  • Updated articles of association reflecting agreed governance
  • Anti-embarrassment and ratchet schedules

How we support the process

How we support the process

  1. 1

    An early view on whether the transaction is M&A, joint venture or genuinely hybrid

  2. 2

    The SPA and the shareholders' agreement designed together so that they land coherently

  3. 3

    Governance and exit terms built with the working relationship and the eventual exit both in view

  4. 4

    Coordination with tax and commercial counsel on the wider contractual package

Questions clients ask before instructing us

Questions clients ask before instructing us

When should a minority investment use a sponsor-style SHA?
A sponsor-style agreement is usually appropriate where the investor needs governance protection rather than economic exposure alone. A shareholders' agreement of that kind, with a reserved matters list, board representation, information rights, anti-dilution protection, tag-along and a defined exit path, suits a stake where the investor cannot control outcomes but cannot afford to be ignored, in practice from roughly 10 per cent upwards, and lower where the investment is strategically important. Below that level, a simple investment agreement with information and tag rights may be proportionate. A 25 per cent stake is rarely a passive holding, because without reserved matters and a defined exit a minority in a Dutch BV has few statutory levers and a long, expensive route to the Enterprise Chamber.
What is anti-embarrassment protection?
An anti-embarrassment clause entitles a seller to a share of the buyer's gain if the buyer resells the business within a defined period at a materially higher price. It is used where a seller considers that the buyer may be an intermediary, where the sale is at a discount for speed or distress, or where a founder is selling into a buy-and-build and expects rapid value creation. The drafting determines whether the protection is worth anything: trigger events, including indirect sales and asset sales, the period, the seller's share of the uplift and the calculation of proceeds net of buyer investment should all be defined precisely.
How do we structure a JV with an asset contribution?
Contribution in kind on incorporation of a Dutch BV requires, under art. 2:204a DCC, a description by the founders of the assets contributed, their attributed value and the valuation methods used. Beyond the formalities, the substantive work lies in valuation and warranty. Each contributing party is in effect selling assets to the JV in exchange for shares, so each usually gives warranties on title, condition and encumbrances, and those warranties belong in the contribution agreement with a proper limitation regime rather than being left implicit. The analysis also covers whether the transfer triggers real estate transfer tax, whether employees transfer under the transfer of undertaking rules, and whether transferring contracts requires counterparty consent.
Are ratchets common in Dutch minority investments?
Ratchets are common, particularly in growth and venture transactions and in management participations. A ratchet adjusts the split of exit proceeds by reference to performance or exit multiple, either by varying the conversion of preference shares, by issuing additional shares, or by a contractual reallocation in the waterfall. Dutch BV law accommodates this well, because share classes with tailored voting and profit rights can be created in the articles. The points that require attention are the trigger metric and its definition, the treatment of a partial exit or refinancing, whether the ratchet is one-way or symmetrical, and how it interacts with anti-dilution and with the leaver provisions. The tax analysis runs in parallel.
Should the SPA or the SHA carry the warranty package?
The warranty package belongs in the SPA. Where an investor acquires existing shares, the warranties on the business sit in the purchase agreement and are given by the seller, subject to the usual caps, time limits and disclosure. The shareholders' agreement governs the ongoing relationship, covering governance, funding, transfer restrictions and exit. Where the investment is a primary subscription and there is no selling shareholder, warranties are given by the company and, on occasion, by founders on a limited basis, and they can sit in the subscription agreement. Combining the two in one instrument can create real difficulty on enforcement, because the parties, the limitation regimes and the survival periods are not the same.

Related areas

Back to Mergers & acquisitions

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