Joint Ventures

A joint venture is easy to enter and hard to leave. The agreement should be drafted for the day the partners disagree — how decisions are made when they cannot agree, how one side exits, and how the business is valued when it does.

Wise Counsel structures and documents joint ventures between Vietnamese and foreign partners, and advises on governance, funding and exit arrangements.

What we help with

• Advising on the joint venture structure and the ownership split
• Drafting and negotiating joint venture and shareholders' agreements
• Structuring capital contribution schedules and future funding obligations
• Board composition, reserved matters and deadlock resolution mechanisms
• Advising on technology, brand and asset contributions and their valuation
• Non-compete, exclusivity and territory arrangements between the partners
• Exit mechanisms — put and call options, drag and tag rights, buy-out formulas
• Regulatory approvals and registration of the joint venture entity

Partners rarely negotiate the exit clause seriously while relations are good. That clause is the one that matters most later.