Joint Venture là gì?

A joint venture can be structured as a separate legal entity (commonly an LLC or corporation) or as a contractual arrangement without forming a new entity. In an equity JV, each party contributes capital, assets, or expertise and shares in the profits, losses, and control according to the JV agreement. In a contractual JV, the parties collaborate under a detailed contract but don't create a new entity. Key JV agreement provisions include: capital contributions and ownership percentages, management and decision-making rights (who controls day-to-day operations vs. strategic decisions), profit and loss allocation, intellectual property ownership (who owns what's created during the JV), non-compete clauses (preventing parties from competing with the JV), dispute resolution mechanisms, and exit provisions (buyout rights, dissolution triggers, deadlock resolution). JVs are common in real estate development (one party contributes land, the other capital and construction expertise), international market entry (a foreign company partners with a local firm for market knowledge and regulatory access), and technology (combining complementary capabilities for a specific product). Unlike a merger, each party retains independence; unlike a partnership, the arrangement is typically limited in scope and duration.

Joint ventures combine complementary strengths, but poorly structured JVs are a leading source of business disputes. The most common failures involve unclear decision-making authority, misaligned incentives, disputes over IP ownership, and no exit mechanism when the relationship sours. A corporate attorney is essential for drafting a JV agreement that anticipates these issues, and a financial advisor can help model the economics to ensure the deal actually makes sense for both parties.