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A collection of PLC resources to assist counsel setting up a joint venture in Japan.
This Toolkit consists of links to key PLC resources which will assist when setting up a joint venture in Japan. Note that the Japan specific notes are updated periodically by contributors.
Practice note, Overview: international joint ventures (www.practicallaw.com/1-107-3943) summarises the key issues to address on an international joint venture.
Checklist, International joint ventures (www.practicallaw.com/4-102-2004) provides a quick overview of the main issues to consider on an international joint venture.
The standard documents below provide plain English, jurisdiction-neutral starting points for local counsel to adapt for use in cross border transactions.
Standard document, Memorandum of understanding: international joint ventures (www.practicallaw.com/6-101-6808) is a jurisdiction-neutral memorandum of understanding drafted for a two party proposed 50:50 international joint venture where both parties intend to contribute existing businesses to a newly formed joint venture company. It is accompanied by a detailed drafting note (www.practicallaw.com/1-102-1911).
Standard document, Confidentiality agreement: international joint ventures (www.practicallaw.com/2-500-4898) is a jurisdiction-neutral confidentiality agreement for a joint venture where both parties are disclosing information about businesses to be contributed to a joint venture. It includes detailed integrated drafting notes.
Standard document, Shareholders' agreement: international joint ventures (www.practicallaw.com/2-101-6810) is a jurisdiction-neutral shareholders' agreement for a two party 50:50 joint venture agreement for use in international joint ventures where both parties transfer businesses to the joint venture company (JVC) in consideration for the issue of shares in the JVC. It is accompanied by a detailed drafting note (www.practicallaw.com/8-107-4251).
Standard clause, Minority shareholder protection: international joint ventures (www.practicallaw.com/5-101-6446) is a clause for inclusion in a shareholders' agreement or bye-laws of a joint venture company in which the minority shareholder has veto rights. It is accompanied by a detailed drafting note (www.practicallaw.com/5-107-4257).
Practice note, Structures, international joint ventures (www.practicallaw.com/9-107-3944) analyses the various legal structures that are commonly used as vehicles for international joint ventures. For ease of reference, incorporate specific information for Japan by selecting "Japan" from the drop down menu. Alternatively, view that information separately in Country Q&A, Structures: international joint ventures: Japan (www.practicallaw.com/9-500-7488).
Practice note, Shareholders' agreement and bye-laws (www.practicallaw.com/4-107-3946) gives an overview of the shareholders' agreement and bye-laws that cover the constitution of the joint venture company and its day-to-day operation. For ease of reference, specific information for Japan can be incorporated in the practice note by selecting "Japan" from the drop down menu. Alternatively, that information can be viewed separately in Country Q&A, Shareholders' Agreement and Bye-Laws: international joint ventures: Japan (www.practicallaw.com/8-500-7484).
Practice note, Control and minority protection: international joint ventures (www.practicallaw.com/2-107-3947) analyses control and minority protection at board and shareholder level in the context of an international corporate joint venture. For ease of reference, specific information for Japan can be incorporated in the practice note by selecting "Japan" from the drop down menu. Alternatively, that information can be viewed separately in Country Q&A, Control and minority protection: international joint ventures: Japan (www.practicallaw.com/7-107-4077).
Practice note, Employees: international joint ventures (www.practicallaw.com/8-107-4208) summarises the employment and management issues to consider at the outset of joint venture negotiations. For information on employment in Japan, see Labour and Employee Benefits: Japan (www.practicallaw.com/3-500-3214).
Practice note, Tax: international joint ventures (www.practicallaw.com/6-107-3945) provides an overview of the main tax issues to consider when forming and operating an international joint venture. For ease of reference, specific information for Japan can be incorporated in the practice note by selecting "Japan" from the drop down menu. Alternatively, that information can be viewed separately in Country Q&A, Tax: international joint ventures: Japan (www.practicallaw.com/6-500-7499).
Practice note, Competition: international joint ventures (www.practicallaw.com/0-107-4207) analyses the competition issues to be considered on an international joint venture.
Practice note, Intellectual property: international joint ventures (www.practicallaw.com/5-107-3960) provides an overview of the intellectual property issues on an international joint venture. See Question 17, IP in Business Transactions: Japan (www.practicallaw.com/9-501-5662) for information relating to intellectual property in joint ventures in Japan.
Practice note, Deadlock and termination: international joint ventures (www.practicallaw.com/0-107-3948) analyses deadlock and termination provisions in the context of an international corporate joint venture. For ease of reference, incorporate specific information for Japan by selecting "Japan" from the drop down menu. Alternatively, view that information separately in Country Q&A, Deadlock and Termination: international joint ventures: Japan (www.practicallaw.com/7-500-7234).
Search PLC Which lawyer? for a list of recommended lawyers in Japan.