Heads of Agreement for a Joint Venture

This is a heads of agreement for a joint venture where two groups of companies have decided to merge their operations in a particular territory.

All joint ventures have to deal with the same basic issues:
- the first relates to decision making
- the second relates to the protection of the rights of individual shareholders
- the third relates to the deadlock situation which arises either because the shareholders in the joint venture company cannot agree on a course of action or because the relevant decision makers have split into two blocs with opposing ideas each holding 50% of the votes
- the fourth relates to termination or break up of the joint venture company

This document serves as a useful precedent of how some of these issues can be worked out in practice, and also provides a useful checklist of the main items that need to be considered in most types of joint venture.