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On October 27, 2017, VEGAS LEX led a seminar on Establishing joint ventures: legal aspects, management, risks for Russian and foreign companies.

Alexandra Vasyukhnova, VEGAS LEX Partner, Head of Technology and Investment group, spoke about the legal aspects of selecting the ownership and incorporation form for a joint venture (JV). In particular, she covered the goals and models of JV deals – corporate or contractual, limited liability or joint stock company, an investment or a simple partnership.

Head of Corporate projects group Alexander Garmaev shared information on the current situation in the court practice concerning shareholder agreements, and proposed several practical approaches to structuring standard clauses of shareholder agreements under Russian law, including reserved matters, deadlock resolutions, call option, put option, tag along, drag along and others.

Technology and Investment group associate Dmitry Borodin focused on a detailed analysis of the contractual JV model. He explained the difference between an investment partnership and a simple one, the management structure of an investment partnership, the distribution of incomes between the partners, the partners’ responsibility and the rules for leaving the partnership.

Manager of Tax practice projects Yuriy Ivanov pointed out several tax issues that should be taken into account when choosing the ownership and incorporation form for a JV. He highlighted the distribution of risks and areas of responsibility in each of the structures being compared (a company, a simple partnership and an investment partnership), the risks and specifics of tax administration, and the specifics of tax control and the exercising of rights by taxpayers. He paid special attention to comparing the advantages and disadvantages of these structures in terms of tax burden.

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