Practice Area

Joint Ventures

---

Overview

A joint venture is fundamentally a relationship — and like all relationships, the terms on which it is structured determine whether it succeeds or fails when tested. The governance framework, the decision-making rights, the rights on exit, and the mechanisms for resolving deadlock are as important as the commercial rationale for the venture itself. Corpus Lawyers advises both domestic and cross-border joint venture parties on structuring, documentation, and dispute resolution, with a focus on building arrangements that are commercially workable and legally durable.

---

JV Structuring and Entity Selection

Advisory on the optimal structure for the joint venture — whether through a new company, an LLP, a contractual arrangement, or a hybrid structure — taking into account regulatory constraints, operational requirements, tax efficiency, and the respective parties’ exit preferences.

---

Shareholders’ Agreements and JV Agreements

Drafting and negotiation of shareholders’ agreements and joint venture agreements covering governance rights, board composition, reserved matters requiring unanimous or supermajority approval, information rights, anti-dilution protections, pre-emption rights, tag-along and drag-along provisions, and exit mechanisms.

---

Deadlock and Dispute Mechanisms

Structuring of deadlock resolution mechanisms — including Russian roulette clauses, Texas shoot-out provisions, and escalation procedures — designed to provide a workable path out of governance impasse without triggering full-scale litigation.

---

Regulatory and FEMA Compliance

Advisory on FEMA compliance for inbound and outbound joint ventures, including pricing guidelines for share transfers, automatic route versus government approval route structuring, and downstream investment analysis for JVs involving foreign parties.

---

JV Disputes and Exits

Advisory and representation in disputes arising from joint venture arrangements, including oppression and mismanagement petitions before the NCLT, enforcement of contractual exit rights, and negotiated buyouts where the JV relationship has broken down.