Joint Venture Strategies
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Joint Venture Strategies

Design, Bargaining, and the Law

Zenichi Shishido, Munetaka Fukuda and Masato Umetani

Although they have the potential to create synergies, joint ventures by their nature contain inherent risk. Therefore, each partner in a joint venture needs to incentivize each other in order to maximize their own payoff. Extensive pre-contractual and post-contractual bargaining is essential. This book provides successful bargaining strategies from the point of view of each partner company. Using game theoretical framework to analyze joint venture strategy, it describes practical and legal issues that arise when creating synergies and incentive bargaining in a joint venture. With a particular focus on intellectual property law, including analysis based on many real cases, the book covers issues relating to creating synergies, corporate law issues of conflicts of interest, and antitrust law issues relating to cooperation between independent companies.
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Chapter 14: New trend: hybridization of joint venture agreements and venture capital investment agreements

Zenichi Shishido, Munetaka Fukuda and Masato Umetani


Joint venture agreements and venture capital investment agreements are both means of contractual organization. Contractual organization refers to a relationship among a relatively small number of contractual parties (investors) that wish to incentivize each other to contribute capital through shared ownership and shareholder agreements. However, joint venture agreements and venture capital investment agreements differ substantially in terms of how they are used in practice. They have consequently been perceived as fundamentally completely separate from each other. Even as research subjects, they have been treated as belonging to different fields. However, the changing business climate of technological innovation has given rise to the need for large corporations to deepen their relationships with start-up companies. As a result, contracts that are a cross between a joint venture agreement and venture capital investment agreement are gaining prevalence through trial and error. The two types of agreements are converging with each other. Broadly speaking, this trial-and-error approach may take two forms. The first is a joint venture between a start-up company and large corporation that strategically partner with each other to work on a specific project. The second is a venture capital arrangement where the large corporation acquires an equity stake in the start-up company. Recently, these hybrid contractual organizations that combine attributes of both approaches have been emerging as a prominent trend.

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