INTRODUCTION Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
Adding to this complexity is political volatility. Elections and government transitions in key markets can quickly alter the rules of the game through new tax regimes, changes to climate policies or tighter restrictions on inbound and outbound investment. Legal advisers are expected not only to interpret current frameworks but also to anticipate how they might evolve. Economic forces The global economy continues to present challenges. Although inflation has eased in some regions, bor - rowing costs remain relatively high, putting pressure on financing models. Traditional debt financing is less appealing, and JV parties are turning to more creative and cost-efficient approaches. Liquidity management and capital efficiency are becoming central themes when structuring contributions and profit-sharing arrangements. In parallel, many businesses are treating JVs as an alternative to M&A. An M&A deal often brings high costs, antitrust complications and cultural integration issues. By contrast, a JV can deliver many of the same benefits – combined assets, access to new markets and risk-sharing – without the burdens of full corpo - rate consolidation. Recently, JVs have been seen as a way for business leaders to navigate uncertainties generated by tariffs, operating as an instrument to govern strategic deci - sions regarding supply chains, production locations and market access. To avoid or mitigate the costs of tariffs, companies may choose JVs with structures that localise production within the target market. By manufacturing goods in the country where they will be sold, a JV can bypass import tariffs. JVs might be structured to create more resilient supply chains by diversifying sourcing and production locations. Finally, a JV can serve as a strategic entry point into a new market, especially when that market imposes high tar - iffs on foreign goods. Technological developments Technology has frequently been the driving force for JVs. In many cases, the central asset is no longer physical infrastructure but intellectual property (IP), proprietary technology or strategic datasets. Devel - opments in AI, machine learning and blockchain are
accelerating the trend towards collaborative struc - tures that enable companies to share risk while cap - turing innovation. A JV allows partner companies to pool their financial resources and expertise to undertake research and development (R&D) projects. By sharing the costs and risks, the individual partners can pursue ambitious technological goals that might be too expensive or risky to pursue alone. Alternatively, one partner might contribute its core technology, patents or know-how, while the other provides a different technology, a man - ufacturing process or a distribution network. The JV serves as a legal and operational entity where tech - nologies can be integrated and exploited to create a new product or service. This makes IP one of the most sensitive points of negotiation. Parties must look beyond simple licens - ing; they need to address the ownership and exploi - tation of jointly developed IP, including self-learning technologies and data-driven applications. Questions about who owns training data, or who can use the outputs of AI models once the JV ends, can be dif - ficult to resolve. Cybersecurity adds another layer of concern. The potential for cyber-attacks or the theft of confidential information means that clear contractual safeguards, governance standards and liability provi - ESG considerations are no longer secondary; they now sit at the centre of JV structuring. Investors, regulators and consumers expect transparency and concrete commitments to sustainability. ESG due diligence therefore extends well beyond compliance; it encompasses a partner’s carbon footprint, labour practices, supply chain resilience and governance culture. These assessments increasingly shape con - tractual terms. Many JV agreements now embed ESG metrics directly into governance frameworks, with dedicated committees monitoring performance and incentive structures tied to sustainability outcomes. Sectors aligned with ESG priorities are particularly attractive. JVs in renewable energy, sustainable infra - structure and the circular economy are increasing in number. sions are indispensable. Sustainability and ESG
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