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Table Of Contents

I. INTRODUCTION
WHAT IS A JOINT VENTURE?
STRATEGIES FOR ESTABLISHING A JV
Leveraging Resources
Sharing Capabilities, Expertise and Liabilities
Market Access
Flexible Business Diversification
FORMS OF JVs
Equity/Corporate JV
Partnership
Co-operation Agreements / Strategic Alliances
DOCUMENTATION IN A JV
MEMORANDUM & ARTICLES OF ASSOCIATION
II. INITIAL CONSIDERATIONS – REGULATORY AND SECTORAL ISSUES
REGULATORY ISSUES
Strategizing Shareholding Patterns
Foreign Direct Investment
Foreign Institutional Investment
Transfer of Securities
Foreign investment/ technical collaborations
Royalties and lump sum fees
50:50 JV Entities to be considered foreign entities
REGULATORY RESTRICTIONS ON INDIAN COMPANY INVESTING OUTSIDE INDIA
INDUSTRY ISSUES AND CONSIDERATIONS
Technology – Media - Telecom
Pharmaceutical Sector
Hospitals
Hotel and Tourism
Power
Construction Development Projects
Civil Aviation
Insurance Sector
TAXATION OF JOINT VENTURES
Basics of Taxation in India
Taxation of the JV Co
Tax implications of various investment options
Use of Intermediate jurisdiction
III. NUANCES OF A JV TRANSACTION
DUE DILIGENCE
REPRESENTATIONS AND WARRANTIES
INDEMNITY
DIRECTORS AND CONTROL
Directors in Situations of Conflict
RESOLVING A DEADLOCK
SHAREHOLDERS’ AGREEMENTS
PUT AND CALL OPTIONS
Put Option / Redemption
Call Option
TRANSFER AND PRE-EMPTION RIGHTS
Pre-emptive Right
Right of First Refusal (ROFR)
Right of First Offer (ROFO)
Tag Along Right
Drag-Along Right
EXIT OPTIONS
Initial Public Offering
Liquidation
Third Party Sale
Drag Along Right
TERMINATION AND ITS CONSEQUENCES
DISPUTE RESOLUTION
Governing Law
Arbitration
Enforcement
IV. CONCLUSION
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Joint Ventures in India _April 2010

Joint Ventures in India _April 2010

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Published by: laxmangupta2000 on Jan 20, 2011
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