![]() ![]() The advantage of a BV is that, barring exceptions, the directors and shareholders are not liable for the debts of the Joint Venture. Also, specific parts of the cooperation will be included in the articles of association of the BV. The Joint Venture Agreement is often incorporated into the shareholders’ agreement in this situation. The cooperating companies will then become shareholders of this new BV in accordance with their share in the cooperation. It is most common to set up a Dutch BV for a joint venture. It is often also important to include agreement on a form of supervision, to provide that the directors of the Joint Venture may not without due process decide on certain matters (Reserved Matters), or if certain decisions can be blocked by a veto right of one of the companies (Blocking Vote). In addition to the basic agreements on how the parties view their cooperation, provisions are often included on financing, division of revenue, division of tasks, the duration of the Joint Venture and a dispute settlement process. ![]() JOINT VENTURE AGREEMENTÄue to the lack of legal regulations, a joint venture agreement is often an extensive document in which certain agreed arrangements are laid down in detail. If they fail to do so, a lot of issues may remain unregulated and disagreements and lawsuits may result. The lack of basic legal rules, however, means that participating companies really have to take the time to properly draft the agreements beforehand. This gives the cooperating parties contractual freedom to make whatever arrangements they deem necessary and desirable. Under Dutch law, there is almost no specific regulations regarding a joint venture. In a joint venture, while achieving the joint purpose, participating companies will retain their own identity and continue their original business in the usual way separate from the other company. Joint ventures are usually intended to implement a joint purpose, such as carrying out a particular project or economic activity. A joint venture in the Netherlands usually means that two or more companies have decided to cooperate without merging. ![]()
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |