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Alliances, JV and Business PartnershipsFrom the LOI or MOU to the JV's governance structure and unwinding when the alliance ends, our attorneys design your contracts in light of your business plan.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
LOI · JV · Joint development · Exit

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to Alliances, JV and Business Partnerships matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

Choosing the alliance structure and settling everything through exit in the contract

We first check whether a business alliance, a capital and business alliance or a JV fits your business plan, and then set out in the contract everything from the capital contribution ratio and decision-making authority to ownership of deliverables and unwinding when the alliance ends. Starting negotiations on clauses before the structure is decided leads to repeated revisions of the contract.

  • Talks proceed on an agreement to work together, but the contract structure stays undecided
  • Contribution ratio talks come first, and deadlock design is put off
  • Ownership of joint development deliverables is missing from the contract
  • Data sharing began before the termination terms were set

Why LegalAgent

With LegalAgent, you can settle alliance terms one by one before signing

We move your alliance planning forward in three ways: fast answers, fees you know before we start, and deliverables you can use as is in negotiations and internal briefings.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    Issues worked through back from your signing date

    We answer contract reviews and routine legal questions within one business day as a rule. If you have a target signing date, we propose an order for reviewing the LOI and the definitive agreement, worked back from that date.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    Fees shown before we start, based on the alliance structure

    We ask about the alliance structure, whether JV-specific issues are involved and how negotiations with the other party are likely to go, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Deliverables

    • Revisions to the LOI
    • List of veto matters
    • Draft deadlock resolution clause
    • Unwinding checklist

    Materials ready for negotiation and internal approval

    Along with alternative clauses and a negotiation strategy memo that set out your negotiation priorities, we deliver the explanatory materials you need for internal approval.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the drafts; attorneys decide how the terms are designed

The AI Agent organizes the draft contracts and LOI presented to you and extracts the issues; attorneys decide how to design the contribution ratio, veto rights and ownership of deliverables.

AI Agentdoes the work

  • Extracts clause-by-clause issues from the LOI and draft contracts
  • Refers to past clause examples and templates
  • Drafts revisions and alternative clauses

Attorneysmake the judgment

  • Decide the alliance structure and the design of the contribution ratio and veto matters
  • Decide ownership of deliverables and the unwinding terms on exit
  • Take responsibility for the final draft contract and negotiation strategy
ConsultationPost-signing operation
  1. STEP 01Confirming the purpose of the alliance and the status of discussions

    Confirm the background to the alliance, each company's role and whether there is a capital relationship, and set out the expected contract structure and issues to consider

    Table of issues and expected timetable

  2. STEP 02Reviewing and drafting the LOI or MOU

    Review exclusive negotiation, confidentiality, cost sharing and which provisions are binding and which are not, and prepare proposed revisions

    Proposed revisions to, or a draft of, the LOI and a list of binding provisions

  3. STEP 03Designing the definitive agreement (JV agreement or business alliance agreement)

    Build the governance structure, veto matters, deadlock resolution mechanisms, ownership of deliverables and termination clauses into the contract

    Draft JV agreement or business alliance agreement; list of issues

  4. STEP 04Negotiation support and internal explanations

    Set out negotiation priorities and alternative clauses, and prepare internal explanatory materials

    Alternative clauses, negotiation strategy memo, internal explanatory materials

  5. STEP 05Post-signing operation and exit handling

    Support interpretation of the shareholders' agreement or business alliance agreement, assessment of whether matters fall under veto rights, and unwinding on exit

    Organized list of operational points; handling plan based on the exit clauses

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

We map our support by where the consultation starts, from a basic agreement at the exploration stage to JV governance, ownership of joint development deliverables and handling the end of an alliance.

  1. 01

    A prospective partner asks you to sign an LOI or MOU, and you cannot decide how much of it should be legally binding

    If left aloneYou sign while the scope of exclusive negotiation, confidentiality and cost sharing remains vague, and are then forced into unfavorable assumptions when negotiating the definitive agreement

    What we doWe distinguish binding and non-binding provisions item by item and review the exclusivity period, the scope of exploration and the conditions for withdrawal

    What you receive
    • Proposed revisions to the LOI
    • List of binding provisions
    • Internal explanatory materials

  2. 02

    You are negotiating the capital contribution ratio and veto rights with the other party toward forming a JV

    If left aloneThe contribution ratio and allocation of voting rights do not match decision-making in actual operations, leaving you unable to take part in or influence important matters, or unable to resolve deadlock

    What we doWe identify the decisions that matter under the business plan and consider the design of veto matters, rights to nominate directors and deadlock resolution mechanisms

    What you receive
    • Draft JV agreement and shareholders' agreement
    • List of veto matters
    • Draft deadlock resolution clause

  3. 03

    The roles in joint development are decided, but development is about to start before ownership of deliverables and terms of use are settled

    If left aloneDisputes over ownership arise after development begins, restricting commercialization, provision to third parties and the handling of improvements

    What we doWe distinguish existing assets from new deliverables and, in light of the business plan, work out whether to design for sole ownership, joint ownership or licensing

    What you receive
    • Draft IP ownership clause
    • Table separating existing assets and deliverables

  4. 04

    You are considering ending a business alliance but did not decide in advance how customers, data and intellectual property would be handled

    If left aloneOn termination, discussions stall over the return or deletion of customer information and data, ending use of the brand and the scope of non-competition, disrupting business operations

    What we doAt the contract signing stage, we set out the termination events, notice periods, assets to be unwound and the scope of non-competition

    What you receive
    • Draft termination handling clauses
    • Unwinding checklist
    • Draft termination notice

Scope of our alliance, JV and business partnership support

We set out the matters to review and the deliverables for each stage: choosing the alliance structure, the basic agreement, JV contract design, business alliance contract design and handling the end of the alliance.

Basic agreement and choosing the alliance structure
We check whether a business alliance, a capital and business alliance or a JV best fits your business plan, and design the binding effect of the basic agreement.
  • Choosing the alliance structure and organizing the scheme
  • Reviewing and drafting LOIs and MOUs
Contract design for joint venture (JV) companies
We design the capital contribution ratio, governance structure, decision-making and exit terms in line with how the business will actually be run.
  • Contribution ratio, governance structure and veto matters
  • Deadlock, additional capital contributions and transfer of interests
Contract design for business alliances and joint business
We build the allocation of roles, cost sharing, ownership of deliverables and handling on termination into the business alliance agreement.
  • Role allocation and cost sharing clauses
  • Ownership of deliverables and intellectual property in joint development and joint business
Ending or terminating the alliance
At the contract signing stage, we set out how customers, data and intellectual property will be handled when the alliance ends, and the scope of non-competition.
  • Termination events and notice periods
  • Unwinding and non-compete clauses

Our approach

What we focus on in Alliances, JV and Business Partnerships

In alliance and JV matters, we focus on the following points.

  1. 01

    Settling the alliance structure before designing the contract

    We first sort out whether there will be a capital relationship, whether a new company is needed and how easy withdrawal will be, in light of your business plan and capacity to invest, and then move on to designing the clauses of the basic agreement and definitive agreement. Putting off the choice of structure leads to repeated revisions of the contract.

  2. 02

    Designing contribution ratios and decision-making authority separately

    We negotiate the contribution ratio at the same time as designing veto matters, rights to nominate directors and deadlock resolution mechanisms. If only the contribution ratio is agreed and the means of resolving deadlock is put off, there is nothing you can do when operations stall.

  3. 03

    Reviewing ownership of deliverables, data and intellectual property together with the business plan

    For deliverables, existing assets and customer data arising from joint development or joint business, we work out ownership and terms of use based not only on the wording of the clauses but also on which party will provide them to third parties or improve them after commercialization.

  4. 04

    Designing exit handling from the signing stage

    We review termination events, notice periods, unwinding of customers, data and intellectual property, and the scope of non-competition at the signing stage, before the alliance begins. If exit terms are negotiated later, you are forced to negotiate at a point when the impact on the business is significant.

Pricing

Alliance, JV and business partnership fees

Whether it is a business alliance, a capital and business alliance or the formation of a JV, the matters to review vary greatly with the stage of discussions and the contract structure, so we provide a quote after hearing the details.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • The alliance structure (business alliance, capital and business alliance or JV formation) and whether a new company is needed
  • Whether there is a basic agreement, and how far discussions have progressed toward the definitive agreement
  • Whether JV-specific issues such as contribution ratios, governance structure and veto rights are involved
  • The complexity of IP and data issues such as joint development and data sharing
  • The expected number of rounds of negotiation with the partner

The matters to review and the content of our quote vary case by case depending on the alliance structure, the status of negotiations with the other party and whether a new company is needed. We will provide a formal quote after hearing about your matter.

Team & Record

Attorneys who know M&A and financing handle your matters

Contract reviews and drafts
2,000+
M&A and capital transactions
20+
Client companies
150+
Startup legal matters
200+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical Guides to Alliances and JVs

Letters of intentM&A Letters of Intent (LOI): Points to Check on Exclusivity, DD and Legally Binding Effect

Check the binding effect of an M&A letter of intent clause by clause. The exclusivity period, the assumptions behind the price, the information disclosed in DD, and the treatment of costs and confidential information if negotiations end all affect the negotiations that follow.

Related practice areas

FAQ

Frequently asked questions

Can we consult you while the alliance is still at the exploration stage and there is no contract yet?

Yes. Based only on information available at the exploration stage, such as the purpose of the alliance, the expected role of the other party and whether there will be a capital relationship, we set out the expected contract structure and the issues to review.

Can we consult you before deciding between a business alliance and forming a JV?

Yes. We can start by helping you compare the options in light of your business plan, including your capacity to invest, the degree of involvement in decision-making and the ease of withdrawal.

Can we consult you while the JV contribution ratio is still being negotiated?

Yes, we handle matters at the negotiation stage. By designing veto matters and deadlock resolution mechanisms in parallel with the discussion of contribution ratios, the impact of prolonged ratio negotiations can be limited.

Can you help if the partner is already decided and there is little time before signing?

Yes, we handle matters with short timelines. However, because this area involves many issues to review, such as the binding effect of the basic agreement, governance structure and IP ownership, please consult us as early as possible about when we can start.

We do not understand the difference from M&A (acquisitions and sales). Which should we consult?

If you are considering an entire acquisition or sale transaction involving a transfer of control, please see M&A Support. This page covers business alliances, capital and business alliances and JV formation that do not involve a transfer of control.

Can we consult you only about IP ownership in a joint development agreement?

Yes, we also handle consultations limited to IP ownership clauses. If a review of the entire contract is needed, we also review the scope of existing assets and the design of licensing.

Can you help only with ending an alliance?

Yes. After reviewing the contract already signed, we work out whether a termination event applies, the notice period and how customers, data and intellectual property will be unwound.

Can you also check whether the Antimonopoly Act or merger review applies?

If we notice merger review or competition law issues while designing an alliance or JV contract, we will let you know. However, merger review and individual competition law matters themselves are handled on the Antitrust and Competition page.

Contact

Tell us where your alliance plans stand

Please tell us what you know at this point, such as the purpose of the alliance, the structure under consideration and the status of agreement with the other party. We also take consultations before a basic agreement has been drafted.

  • A free 30-minute online first meeting
  • You can consult us while still exploring, before any contract exists
  • We also take consultations only about ending an alliance