The Webster Dictionary defines the verb "to venture" as "to go somewhere that is unknown, dangerous; to start to do something new or different that usually involves risk; to do, say, or offer something (such as a guess or an opinion) even though you are not sure about it". Indeed, cross-border joint ventures (JVs) can often prove to be rather adventurous for the parties involved. This is even more the case when companies, seeking to accelerate growth in emerging markets, turn to partnering arrangements with local operators in order to establish market platforms in foreign jurisdictions. Equity or contractual co-operations in more developed markets also require an attentive focus on the applicable regulatory framework, to avoid or at least minimise difficulties.

This is why this global guide to establishing JVs abroad is so useful. Designed as a practical tool to navigate the intricacies of legal systems generally unknown to the foreign investor, the guide deserves praise for both its high level of accuracy of legal analysis, and for pulling together the findings and best practices developed by authors working on the frontline of professional legal practice.

In my most recent professional career, I mostly advised on minority investments of stakes ranging from 5% to 49%, generally stemming from a greater readiness of my clients to acquire a minority, non-controlling role, and to rely more heavily on their JV partners' capacity to successfully lead the JV. This approach may be driven by regulatory constraints in emerging markets, where foreign investment is restricted to minority investment levels. It may also reflect the actual need for a prominent local JV partner with an established presence in the market, along with the home ground advantage to operate effectively in the domestic environment. In other cases, it may come about as a recognition that the selected partner has an edge (for example, a technology or product advantage which the foreign investor cannot replicate by acting alone). Even then, it is very rare that the ultimate goal of a minority venture does not go beyond a merely passive equity play.

Therefore, the formation of the target JV is generally inspired by some basic objectives:

Similarly, if the ownership and licensing of intellectual property (IP) invariably represents a sensitive topic (regardless of the size of the stake in the JV capital), drafting the relevant provisions in a minority JV shareholders' agreement will generally incline towards ensuring an increased level of control and a fairly tight protection, although obviously the allocation of the IP rights will largely depend on the ultimate objectives underlying the creation of the investment vehicle. For example, if the main target of the investment is acquiring a steady entry into a foreign market and a minority stake is an introductory step aiming at a future buy-out of the JV company, then favouring a full transfer to the JV of the ownership of IP and possibly an option to purchase IP contributed by other JV partners upon termination or expiration will be the most advisable strategy.

It is true that every JV is unique, and that precedents should be used with caution. However, it can be equally demonstrated that experiences acquired while dealing with issues arising from JV arrangements in emerging markets can be translated to JVs in developed markets.

This guide serves as a central resource, where precision and reliability of information are coupled with easiness and straight-to-the-point exposition and no claim of exhaustiveness. It is an invaluable reference point for an intended audience of in-house counsels, business development professionals and practitioners (who may be assisting a deal team in structuring a JV arrangement). In addition, since culture does matter, the authors offer insights on the best ways to structure a JV in their respective jurisdiction. Such insight is invaluable and widely sought after, as legal research (no matter how deep and thorough) cannot replace knowledge acquired through direct professional experience with a particular legal system.