01
Structure and Form
Choice between an equity venture in a jointly owned company and a contractual venture governed by agreement alone, against the depth of commitment and the regulatory profile.
A joint venture is written for the day the partners disagree, not the day they shake hands. We structure equity and contractual ventures so that control, contribution, deadlock and exit are settled in advance, while the relationship is still good enough to settle them fairly.
A venture mandate moves from the partner, to the structure, to the agreement, to the governance, to the exit. Each step assumes the last was done with care. A weak partner check cannot be cured by a strong agreement.
Choice between an equity venture in a jointly owned company and a contractual venture governed by agreement alone, against the depth of commitment and the regulatory profile.
Review of the proposed partner, its capacity, its compliance record and its conflicts, since the agreement can only allocate risk that has first been identified.
Contribution, equity split, board, reserved matters, funding obligations, non compete and the commercial terms that define the venture, drafted as one coherent instrument.
Board and management rights, the reserved matter list, the deadlock mechanism and the way a genuine disagreement is resolved without ending the venture by accident.
Foreign investment alignment where a partner is overseas, competition clearance where the venture is a notifiable combination, and any sector approval the venture requires.
Transfer rights, the buy and sell mechanism, the put and call options and the orderly separation of assets and people when the venture closes.
The earlier the difficult questions are settled, the longer the venture survives the easy ones. Each stage records a decision the partners will rely on years later.
Choose between an equity venture and a contractual one, and fix the broad commercial shape.
Diligence the partner and identify the risks the agreement will need to allocate.
Draft the venture and shareholders agreement, with contribution, control and exit all settled.
Secure foreign investment, competition and sector approvals where the venture needs them.
Stand up the governance, then operate the venture knowing the exit path is already written.
A joint venture is durable only when the contribution structure, the commercial control mechanics and the legal compliance all agree before the first board meeting. We read the venture through three lenses so a future disagreement is a problem to solve, not the quiet end of the venture.
We choose between an equity and a contractual venture, build the jointly-owned company’s capital and board, and write the reserved-matters list so contribution, control and exit sit on the same page from day one.
We negotiate the deadlock mechanism, the transfer, put and call rights priced and triggered while relations are good, and a separation path that divides assets, people and brand without litigation.
We align the equity split with FEMA sector caps, test whether the venture is a combination needing Competition Commission clearance, and ground the company’s governance and related-party dealings in the Companies Act, 2013.
Partners negotiate hard on equity split and barely at all on what happens when the board cannot agree. Yet the deadlock and exit chapters decide whether a disagreement is a problem to be solved or the quiet end of the venture. We give those chapters the attention the partners would give them if they could see the future.
Short, direct, on the record.
An equity joint venture is carried through a company that the partners jointly own, with their relationship governed by a shareholders agreement and the company constitution. A contractual joint venture has no separate company. The partners cooperate on a defined project under a contract that allocates work, cost, revenue and risk between them. Equity ventures suit deep, long term commitments where a shared balance sheet makes sense. Contractual ventures suit a single project or a defined collaboration where the partners prefer to stay separate.
An agreement can only allocate risks that have been identified. If a partner has a weak balance sheet, a poor compliance record or undisclosed conflicts, no drafting will fully protect against problems that were never seen. Diligence on the partner, its capacity to fund its share, its track record and its conflicts is what allows the agreement to be written with open eyes. The strongest agreement sits on top of a partner the other side actually understands.
Deadlock arises when the partners cannot agree on a matter that needs a decision, and the venture risks paralysis. A well drafted agreement provides a path out, which might be escalation to senior representatives, a casting arrangement on defined matters, a buy and sell mechanism that lets one partner acquire the other at a fair price, or a structured exit. The aim is to resolve the disagreement on terms the partners agreed when relations were good, rather than leaving the outcome to whoever can wait longer.
A joint venture can be a combination under the Competition Act where the parties or the venture cross the prescribed asset or turnover thresholds. Where it does, the venture must be notified to the Competition Commission and cannot complete until it is cleared. Whether clearance is required is assessed early, because the answer affects the timetable and sometimes the structure. The venture documents are then drafted with the clearance as a condition to completion.
Exit is written into the venture agreement from the start. Common mechanisms include transfer rights with a right of first offer or refusal, put and call options exercisable on defined events, a buy and sell mechanism for deadlock, and an orderly wind up where the venture has run its course. The exit chapter sets the price, the trigger and the process, so that a partner leaving the venture is a planned event rather than a dispute.
AIF formation across Category I, II and III under SEBI
Ring fenced vehicles for acquisitions, infrastructure and finance
Schemes of arrangement and amalgamation before the Tribunal
The cleanest outcomes are built into the structure at the start, not negotiated out of disputes later.