Contract or new company
Some joint ventures are purely contractual, with each side keeping its own assets and agreeing how work and revenue are shared. Others form a new entity, often an LLC, that the partners own together and run through an operating agreement. The choice affects liability, taxes, how staff are hired, and who owns what the venture creates. Where the partners compete in the same industry, the arrangement can draw antitrust attention, particularly around sharing pricing or customer information, and larger ventures may require a filing with federal antitrust agencies before they close. A foreign partner can add national security review in certain sensitive sectors.
Contributions and control
Write down exactly what each party is bringing: cash, equipment, licenses, people, customer relationships, or know-how. Intellectual property deserves particular care, both what is licensed into the venture and what the venture develops, because ownership disputes after a breakup are common and costly. Governance terms matter as much as percentages. A minority partner may hold veto rights over budgets, new partners, or major contracts, and those rights can shape the venture more than the ownership split does. Keep the term sheets, emails about expectations, and any side letters, so that the definitive documents capture them rather than leaving them floating.
Deadlock and the way out
Equal partners will eventually disagree, and a venture without a deadlock mechanism can stall indefinitely. Agreements commonly provide escalation to senior executives, mediation or arbitration, and buy-sell mechanisms that let one party purchase the other's interest. Exit terms should address a change of control at one of the partners, a breach, or the project simply running its course, and who keeps the employees, customers, and technology afterward. In a first conversation we look at the commercial goal, the structure that fits it, and the points where your interests and your partner's most clearly diverge. Those are the terms worth negotiating hardest, because they are the ones that get tested.
