Definition - of Joint Venture (JV)

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Definition of Joint Venture

Introduction
A joint venture (JV) is a legal entity formed between two or more parties to undertake an economic
activity together. The parties agree to create, for a finite time, a new entity and new assets by
contributing equity. They then share in the revenues, expenses, and assets and the control of the
enterprise.
The venture can be for one specific project only - when the JV is referred, more correctly as a
consortium (as the building of the Chunnel) - or a continuing business relationship. The consortium JV
(also known as a cooperative agreement) is formed where one party seeks technological expertise or
technical service arrangements, franchise and brand use agreements, management contracts, rental
agreements, for one-time contracts. The JV is dissolved when that goal is reached.
Defining the Joint-Venture
A JV on a continuing basis is a contractual business undertaking. It is similar to a business partnership,
with one key difference: a partnership generally involves an on-going, long-term business relationship,
whereas an equity-based JV comprises a single business activity.
The term JV refers to the purpose of the entity and not to a type of entity. Therefore, a joint venture may
be a corporation, a limited liability enterprise, a partnership or other legal structure, depending on a
number of considerations such as tax and tort liability.
JVs are normally formed both inside one's own territory or it is between countries. Within one, JVs
usually combine different strengths in a field or because of legal restrictions. JVs are also formed in a
new territory, often a developing country, with different legal systems. They are so formed to minimize
business, tax and political risks. The JV is an alternative to the parent-subsidiary business partnership
in developing countries, disfavoured, on account of (a) ignoring national objectives (b) slow-growth c)
parental control of funds and (d)disallowing competition.
JVs can be in the travel space, banking, insurance, web-hosting, etc. though of greater concern here
are the industrial JVs
Today, the JV applies to more occasions than freewill; for example, one normally cannot legally carry
out business without finding a national partner to form a JV as in many Arab countries [1] where it is
mentioned that there are over 500 JVs in Saudi Arabia with Indians. Also, the JV may be an easier firststep to franchising, as McDonald's and other fast foods, found out in China in the early difficult stage of
development.
Other reasons for forming a JV are:

reducing 'entry' risks by using the local partner's assets


inadequate knowledge of local institutional or legal environment
access to local borrowing powers
perception that the goodwill of the local partner is carried forward
in strategic sectors, the county's laws may not permit foreign nationals to operate
alone
access to local resources through participation of national partner

access by one partner to foreign technology or expertise, often a key consideration of


local parties (or through government incentives for the mechanism)
again, through government incentives, job and skill growth through foreign investment,
and
incoming foreign exchange and investment.

There may be strategic interests of one partner's alone:

Build on company's strengths


Economies of (international) scale and advantages of size
'globalize' without size economies of scale
Influencing structural evolution of the industry
Pre-empting competition
Defensive response to blurring industry boundaries
Speed to market
Market diversification
Pathways into R&D
Outsourcing

JVs are formed by the parties entering into an agreement that specifies their mutual responsibilities
and goals. The JV partners can form the capital of the company through injections of cash alone or
cash together with assets like technology or land and buildings. Subsequent to its formation the JV can
raise debt for additional capital. A written contract is crucial for legal provisions. All JVs also involve
certain rights and duties. Each partner to the JV has a fiduciary responsibility, even to act on
someones behalf, subordinating one's personal interests to those of the other person or is the sleeping
partner. Upon its incorporation (see later) it becomes a company in most places or a corporation (in the
US).
A JV can terminate at a time specified in the contract, upon the death of an active member, or if a court
so decides in a dispute taken to it. A joint ownership venture may be brought about in the following
major ways.

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