(a) A partner`s weakness is often due to the fact that the joint venture`s vehicle will only be effective if it enters into additional agreements with the “strongest” partner of the joint venture or with one of its related companies. In addition, Golden acknowledges that the transfer of interest to Golden members is in full satisfaction with the terms of the Term Sheet joint venture of the contracting parties of August 14, 2018. (g) An additional impasse to the detriment of the minority shareholder could occur with regard to the distribution of profits. In this regard, a profit to be distributed in the form of a dividend should be agreed in the shareholder contract (for example.B. as a minimum percentage of the year`s result or according to the amount of Indian income). (h) In the event of a share transfer, the weakest partner should insist on a minimum period during which the transfer of shares is not allowed (blocking time). Only then will he be able to obtain a guaranteed return on his investment. Thereafter, there could be a well-defined circle of “approved takers” with the right of pre-emption (or a right of pre-emption) of the non-ceding partner. If the investment turned out to be negative for the minority partner, it would be well protected if it were granted a put option (at a price corresponding to an established valuation method).
If it sells only a portion of its shares, it is important for the minority partner to retain its minority rights (at least to a reasonable extent). (i) The provisions relating to the exit of the joint venture are of the utmost importance to the minority partner: the duration of the joint venture, either for a fixed period or for an indeterminate period, will depend to a large extent on the nature of the project. However, it will be even more important for the minority partner to have the right to leave the country in cases of events, and it is no longer acceptable for the minority partner to continue. (Such an event may be the change of control through the majority partner).) There are different ways out: these agreements generally concern the provision of goods and services, intellectual property, the use of information technology or the leasing of factory buildings. The first question is whether the individual agreement will have been reached on arm length. However, this cannot be the case at a later stage of the joint venture. From this point of view, it would be in the interest of the “weaker” partner to provide for a short-term agreement (so that it must be renegotiated at a later date) or to allow the joint venture company to choose an additional third party or, if possible, to set up a price adjustment mechanism. The company and the purchaser negotiate, within 180 days of the completion date, a joint venture or KK agreement (“KK agreement”) using in good faith the KK agreement containing, in Appendix B.b, the business listings attached to the joint venture prospectus. There is, however, one thing that cannot be included in a contractual clause: bridging the “cultural gap” between the partners of the joint venture, so that the joint venture is a lasting success, both for the weak and for the strong partner.