Joint Venture & Alliance Structuring
Most Indian joint ventures are structured at the moment of maximum optimism and tested at the moment of maximum conflict. The failures we are engaged to unwind share a signature: governance designed for harmony rather than disagreement — reserved matters that are either everything or nothing, no deadlock mechanism beyond goodwill, exit provisions that were left vague to avoid awkward conversations, and valuation formulas that ignore FEMA's pricing rules and therefore cannot be executed as written.
We structure joint ventures for their whole lifecycle: formation, operation, disagreement, and exit. Board composition and reserved matters are calibrated to what each party genuinely must control; deadlock mechanics escalate from discussion to decision without destroying the business; and exit provisions — puts, calls, drag and tag rights, Russian roulette clauses where appropriate — are drafted to be FEMA-executable, not merely FEMA-adjacent. The result is a partnership that can survive the moment goodwill runs out.
What this covers
- Partner diligence: the commercial, financial, and reputational investigation that precedes any structural decision.
- Structure selection: JV company vs. contractual alliance vs. LLP, assessed for FDI conditions, tax, and exit flexibility.
- Governance design: board rights, reserved matters, information rights, and management control mapped to real bargaining positions.
- Deadlock and dispute mechanics that resolve rather than fester — escalation ladders, expert determination, and exit triggers.
- Exit architecture: transfer restrictions, valuation mechanisms, and put/call structures compliant with FEMA pricing guidelines.
Who needs this
Foreign companies entering India with a local partner — whether for market access, regulatory necessity, or capability — and existing JV parties renegotiating arrangements that have outgrown their documents.
How we deliver
- Structuring workshop with both commercial teams to surface the control and exit questions early.
- Term sheet and definitive documents drafted with governance mechanics stress-tested against deadlock scenarios.
- Implementation support: entity formation, FDI compliance, and the first year's governance calendar.
Why A2 Consultants
We have structured joint ventures and unwound failed ones — the second experience informs the first. Every mechanism we draft has been tested somewhere by a dispute, and we keep what worked.
Engagement & what to expect
JV engagements begin with a structuring workshop involving both commercial teams where possible — surfacing the control, contribution, and exit questions that documents will otherwise bury. Term sheets and definitive agreements follow over four to eight weeks, stress-tested against the deadlock and divorce scenarios most drafts avoid. Implementation covers entity formation, FDI compliance, and the first governance cycle, so the machinery works before the honeymoon ends. Many clients retain us as standing JV counsel — the annual governance review that catches drift before it becomes dispute.
Negotiate the divorce while you are still courting — it is the only time both parties are reasonable.