INTRODUCTION Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
Legal Architecture of JVs Behind the commercial rationale of any JV lies a com - plex legal architecture. While the details differ across sectors and jurisdictions, several issues recur. Choice of structure The choice between an incorporated entity (corpo - rate JV) and a purely contractual arrangement is fun - damental. Incorporated JVs benefit from separate legal personality, limited liability and clear ownership structures. Contractual JVs may be more flexible but often carry higher risks of liability and enforcement challenges. Governance and control Governance arrangements are often decisive for a JV’s success or failure. The allocation of board seats, voting thresholds, veto rights and reserved matters must strike a balance between efficiency and the pro - tection of minority interests. Cross-border ventures add cultural differences and different legal frameworks into the mix, making it even more important to antici - pate how decisions will be made and how deadlocks JVs are not intended to last forever, and planning for exit is therefore essential. Mechanisms may include buyout rights, put or call options, IPOs or liquidation. If these provisions are poorly designed, disputes are almost inevitable. The challenge lies in combining flex - ibility with predictability, ensuring that neither party is unfairly disadvantaged when circumstances change. For this reason, agreeing upfront how the exit can be triggered; what the shareholders’ rights are; how valuations, assets and IPs are assigned; and what mechanisms would be employed can all make for a smoother exit. Dispute resolution Disputes in JVs tend to be multifaceted, involving not only straightforward contractual claims but also fiduci - ary duties, shareholder rights and, occasionally, regu - will be resolved. Exit strategies
latory compliance. For this reason, the mechanisms chosen for dispute resolution are of critical impor - tance. Arbitration continues to be the preferred forum for cross-border disputes, offering neutrality and flexibility, but it is rarely the only step in the process. Increasingly, parties adopt multi-tiered clauses that require preliminary negotiation or mediation before escalation to arbitration or litigation, with the aim of preserving the commercial relationship and contain - ing costs. Equally decisive is the choice of governing law and jurisdiction. In international ventures, parties must carefully determine both the substantive law applica - ble to their contractual relationship and the procedural framework that will govern the resolution of disputes. These choices have far-reaching implications: they influence the interpretation of key provisions, the enforceability of contractual protections, the scope of available remedies and even the allocation of evi - dentiary burdens. Compliance and risk management Compliance obligations cut across anti-bribery rules, sanctions, competition law, data protection and sec - tor-specific regulation. Failure in any of these areas can undermine the success of the JV. Effective gov - ernance therefore requires comprehensive compli - ance programmes, independent audits and a clear allocation of responsibility between the partners. Conclusion JVs in 2025 operate within a multifaceted framework shaped by geopolitical developments, economic dynamics, technological progress and sustainability requirements. They are influenced by regulatory shifts, the cost and structure of capital, the centrality of IP and data, and the increasing relevance of ESG factors. From a legal standpoint, JVs require careful consider - ation of structural models, governance mechanisms, exit strategies, the dispute resolution framework, compliance assessment and risk management.
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