Joint Ventures 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Joint Ventures 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editor Giorgio Vagnoni LAWP Studio legale e tributario

Global Practice Guides

Joint Ventures Contributing Editor Giorgio Vagnoni LAWP Studio Legale e Tributario

2025

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair and Stephen Dinkeldein Content Reviewers Vivienne Button, Lawrence Garrett, Sean Marshall, Marianne Page, Heather Palomino and Adrian Ciechacki Content Coordination Manager Nancy Laidler Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Hannah Leinmüller Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario p.4

SWEDEN Law and Practice p.140 Contributed by CMS Wistrand Trends and Developments p.155 Contributed by CMS Wistrand

GERMANY Law and Practice p.8 Contributed by LPA Trends and Developments p.28 Contributed by LPA

SWITZERLAND Law and Practice p.160 Contributed by MLL Legal

TAIWAN Law and Practice p.178 Contributed by Lee and Li Attorneys-at-Law Trends and Developments p.190 Contributed by Lee and Li Attorneys-at-Law THAILAND Law and Practice p.196 Contributed by MSC International Law Office Trends and Developments p.209 Contributed by MSC International Law Office Contributed by Holland & Knight LLP Trends and Developments p.230 Contributed by Holland & Knight LLP UZBEKISTAN Law and Practice p.236 Contributed by GRATA International law firm USA Law and Practice p.214

ITALY Law and Practice p.32 Contributed by LAWP Studio Legale e Tributario JAPAN Law and Practice p.50 Contributed by Mori Hamada Trends and Developments p.63 Contributed by Anderson Mori & Tomotsune

KUWAIT Law and Practice p.69 Contributed by Meysan LUXEMBOURG Law and Practice p.85

Contributed by GSK Stockmann SA Trends and Developments p.101 Contributed by GSK Stockmann SA MEXICO Law and Practice p.107 Contributed by Aziz & Kaye Business Law

SOUTH KOREA Law and Practice p.122 Contributed by Lee & Ko

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INTRODUCTION

Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario

LAWP Studio Legale e Tributario is a law and tax firm with over 20 years’ experience of providing as - sistance in corporate and commercial transactions (including M&A, financing and joint ventures), and in tax matters, to both private and corporate clients. It successfully operates in civil, commercial and tax law, and its professionals are particularly appreciated

for their handling of complex issues requiring diverse skills and innovative solutions – and for assisting national and international clients in connection with cross-border matters impacting several jurisdictions. LAWP helps clients set up and manage joint ven - tures, both domestically and internationally, across multiple industries.

Contributing Editors

Maurizio Marullo is a senior partner at LAWP with extensive expertise in corporate and commercial law, international tax law and sports law. He also has extensive experience in shareholding acquisitions, joint

Claudia Marongiu is a counsel at LAWP. Her practice is mainly focused on civil, corporate and commercial law. She has experience in commercial contracts and corporate law, with a particular focus on M&A

ventures and corporate finance transactions, and in business contracts, providing assistance to sports clubs, players and agents. Maurizio is the author of numerous publications and the co-author of a chapter on the Italian tax system in the International Tax Systems and Planning Techniques manual. He is also a lecturer and speaker at training seminars and professional conferences on commercial law. Maurizio is registered with the Milan Bar Association and was admitted to practise law in higher jurisdictions.

transactions, both domestic and cross-border, joint ventures and corporate governance. Claudia’s areas of expertise also include legal assistance on data protection law, as well as organisational and governance aspects of cyber-risk management and the use of artificial intelligence systems.

Pasquale Ambrosio Cepparulo is an associate at LAWP. His practice is mainly focused on civil, corporate and commercial law. Pasquale has experience in commercial contracts and corporate law, as well as in civil litigation.

Giorgio Vagnoni is a partner at LAWP. His practice is mainly focused on M&A, corporate, commercial and sports law. Giorgio has extensive experience in the acquisition of companies and assets, corporate

governance matters, joint ventures and corporate finance transactions, both domestic and cross- border, and in providing assistance to national sport clubs and international athletes. He has acted as counsel in international commercial arbitration in sports and commercial claims and is registered with the Milan Bar Association.

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INTRODUCTION Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario

LAWP Studio Legale e Tributario Corso Monforte 16 Milano Via Leoncino 26 Verona Italy Tel: +39 02 8699 5564 Email: marullo@lawp.it, vagnoni@lawp.it Web: www.lawp.it

Joint ventures (JVs) remain among the most resilient and versatile instruments available to businesses seeking growth, innovation and cross-border col - laboration. In today’s increasingly volatile global landscape, com - panies are compelled to rethink their business models in order to confront novel challenges and seize emerg - ing opportunities. A JV can provide a nimble platform for reducing risk, securing access to new markets or technologies, and sharing the considerable costs of large-scale projects. Unlike mergers and acquisitions (M&A) – where the emphasis is often on full integration – JVs tend to pre - serve flexibility, enabling partners to pool resources while maintaining their own identity and strategic independence. According to a survey conducted by Boston Consult - ing Group in 2025, 60% of CEOs and business leaders said that forming JVs and partnerships will be more critical to growth over the next three to five years than pursuing M&A. In this context, the legal and regulatory dimensions of JVs have been evolving in parallel with broader mac - roeconomic, geopolitical and technological shifts. In 2025, a JV is no longer a simple contractual arrange - ment; instead, it is a complex and often delicate part - nership that requires careful navigation of interna - tional regulatory regimes, market dynamics, cultural differences and environmental, social and governance (ESG) expectations. For executives, investors and legal advisers alike, this increased reliance on JVs highlights the importance of solid governance frame -

works, forward-looking risk assessment and carefully designed contractual provisions. The Global Context The operating environment for JVs in 2025 is more complex than at any time in recent memory. Tradition - al commercial considerations now intersect with geo - political, economic, technological and social forces. Geopolitical and regulatory profile Geopolitical fragmentation has started to reshape investment decisions and, by extension, the struc - turing of JVs. Regional conflicts, tariffs and renewed political rivalry between major powers have exposed vulnerabilities in global supply chains. Cost-efficiency is no longer the only priority. Resilience, diversification and security of supply are now strategic imperatives. This shift has encouraged companies to establish “friend-shoring” or “ally-shoring” ventures in jurisdic - tions aligned politically or economically. Protectionist tendencies are also gaining ground. A growing number of countries have expanded their for - eign direct investment (FDI) screening regimes, often linking them explicitly to national security. Even tradi - tionally open economies such as the United States, the United Kingdom, Canada, and several EU member states now subject foreign investors to detailed scru - tiny. Legal due diligence must therefore go beyond the financial strength or commercial reputation of a potential partner: it must include a thorough assess - ment of political and regulatory risks, together with a clear strategy for addressing potential government concerns. In practice, this may mean redesigning the JV’s corporate structure, limiting sensitive activities or engaging proactively with regulators at an early stage.

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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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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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GERMANY

Berlin

Poland

Germany

Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li LPA

Czech Republic

France

Slovakia

Austria

Contents 1. Market Conditions p.10 1.1 Geopolitical and Economic Factors p.10 1.2 Industry Trends and Emerging Technologies p.10 2. JV Structure and Strategy p.11 2.1 Typical JV Structures p.11 2.2 Strategic Drivers for JV Structuring p.11 3. JV Regulation p.12 3.1 Legal Framework and Regulatory Bodies p.12 3.2 Anti-Money Laundering Compliance p.12 3.3 Sanctions, National Security and Foreign Investment Controls p.12 3.4 Competition Law and Antitrust p.13 3.5 Listed Companies and Market Disclosure Rules p.14 3.6 Transparency and Ownership Disclosure p.14 4. Legal Developments p.15 4.1 Notable Recent Decisions or Statutory Developments p.15 5. Negotiating the Terms p.15 5.1 Preliminary Negotiation Instruments and Practices p.15 5.2 Disclosure Obligations p.16 5.3 Conditions Precedent, Material Adverse Change and Force Majeure p.17 5.4 Legal Formation and Capital Requirements p.17

7. The JV Board p.22 7.1 Board Structure p.22 7.2 Duties and Functions of JV Boards and Directors p.23 7.3 Conflicts of Interest p.23 8. IP and ESG p.24 8.1 Ownership and Use of IP p.24 8.2 Licensing v Assignment of IP Rights p.24 8.3 ESG Considerations in JVs p.25 9. Exit Strategies and Termination p.25 9.1 Termination of a JV p.25 9.2 Asset Redistribution and Transfers p.26 9.3 Exit Strategy p.27

6. Core Terms of a JV Agreement p.18 6.1 Drafting and Structure of the Agreement p.18 6.2 Governance and Decision-Making p.18 6.3 Funding p.19 6.4 Deadlocks p.19 6.5 Other Documentation p.20 6.6 Rights and Obligations of JV Partners p.20 6.7 Minority Protection and Control Rights p.21 6.8 Applicable Law and Dispute Resolution in International JVs p.21

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

LPA is an international law firm with 14 offices world - wide, including three in Germany, in Frankfurt am Main, Munich and Hamburg; its Paris headquarters alone is home to more than 150 lawyers. Thanks to the firm’s global focus, clients value its high stand - ards, particularly in complex cross-border matters. Its expertise spans all major areas of business law, including corporate, M&A, PE/VC, capital markets, governance, competition/antitrust, litigation, real es -

tate, financial services, IP/IT, banking and finance, renewable energy law, restructuring, employment, non-profit, and tax and audits. By taking an inter - disciplinary approach and combining the expertise of lawyers, tax advisers and auditors, LPA provides comprehensive advice and tailored solutions that deliver the best possible economic outcomes for cli - ents.

Authors

Leif Gösta Gerling is a partner at the Frankfurt office of LPA, leading the corporate/M&A division in Germany and co-heading LPA’s China desk. He has advised on numerous in- and outbound M&A transactions,

Anna Reuber is a lawyer and associate at LPA, and has four years’ experience in practising corporate law, specialising in M&A, private equity and venture capital. Her experience encompasses a wide

including (share/asset deal) acquisitions, conversion law-related measures and establishing domestic and cross-border joint ventures. Leif also has 18 years’ experience in venture capital and private equity financing. He holds a PhD in competition law and obtained an LLM in Los Angeles, focusing on M&A, business associations and competition law. Before joining LPA, Leif worked for international law firms in Germany and abroad.

range of cross-border matters, including acquisitions, mergers, joint ventures, restructurings, carve-outs and exits. Anna also supports funds, investors, corporates and start-ups across the full life cycle of growth companies, including equity, debt and mezzanine financings, and works across numerous industries and business sectors. In addition, she regularly advises clients on all aspects of corporate law. Anna previously worked at a private equity firm and in large international law firms. practising law at major international firms in China and Germany, and her deep understanding of both legal landscapes allows her to advise international clients on complex transactions, with a particular emphasis on advising Chinese companies on their inbound investments in Europe. Jiabao holds an LLB and LLM from the China University of Political Science and Law, an LLM from the USA, and an LLM (international finance) from Germany. She is a member of the Association of Chinese Lawyers in Europe. Jiabao Gerling-Li is a foreign practice attorney in LPA’s Frankfurt office, specialising in cross-border M&A. Her previous experience includes

Matthias Krämer is a partner and head of the tax/M&A/reorganisation group at LPA Germany. He is also a tax adviser, certified international tax

adviser and specialist tax lawyer. Matthias advises predominantly international groups on complex national and international tax law matters relating to cross-border transactions, joint ventures, investment and restructuring. He represents clients in court and conducts proceedings before the Federal Fiscal Court. Matthias is co-author of the guiding tax handbook on M&A (“Unternehmenskauf in der Praxis”, Springer Edition) and was a member of the examination board of the Frankfurt Bar for specialist tax lawyers.

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

LPA WestendGate Hamburger Allee 2-4 60486 Frankfurt am Main Germany Tel: +49 69 979 61 0 Fax: +49 69 979 61 100 Email: lgerling@lpalaw.tax Web: www.lpalaw.tax

1. Market Conditions 1.1 Geopolitical and Economic Factors Over the past 12 months, there has been an increase in joint ventures (JV) in certain economic sectors, while other (JV-oriented) areas have remained robust. Above all, there has been a particular increase in the pooling of resources and exchange of expertise in the defence, armaments, raw materials and military- related sectors (such as coating and communica - tion), to leverage financial strength and (proprietary) know-how and share risks in development, and also in capital-intensive areas. It seems reasonable to assume that the geopolitical situation (most notably the wars in Ukraine and Gaza, as well as the US withdrawal) is a key – if not the primary – driver behind the increase in JVs in these sectors in Germany. Domestically, the shift in policy priorities towards greater security through deterrence, the readiness of Germany’s own armed forces and the assumption of greater responsibility within NATO as well as the provision of considerable financial resources by the German government, which are to be invested in the defence industry and infrastructure over the next few years, provide planning security and make business models in these sectors economically more attractive, but also more appealing for private investors as well. As a result, there has been a noticeable increase in available private capital and a strengthening of invest - ment activities (including through the establishment of JVs and the pooling of private equity by setting up investment funds with a clear investment focus

towards these areas, among other methods). This increase will certainly continue and extend into 2026. 1.2 Industry Trends and Emerging Technologies Certain German industries have been significantly more active in forming JVs – a trend directly attrib - utable to the monumental capital requirements and technological shifts driven by the national and EU- wide digital and sustainable transformation ( Doppelte Transformation ). The automotive sector is highly active due to the urgent need to electrify, exemplified by the long-term JV formed by BMW and Rimac to co- develop high-voltage battery systems. Similarly, the energy sector is a hotspot for partnerships aimed at building the hydrogen economy and decarbonising industry. This surge in JV activity is ultimately down to the strategic necessity of sharing immense risks, pooling resources and combining expertise to navi - gate profound technological disruption and stringent new regulations. Emerging technologies are shifting JVs in Germany from simple risk-sharing vehicles into highly regulated structures, making it imperative to integrate critical regulatory frameworks from the outset. The EU AI Act mandates strict compliance and liability for high-risk AI systems, directly impacting a JV’s risk profile and operational costs. Simultaneously, the General Data Protection Regulation (GDPR) and data localisation rules dictate cross-border data flows, necessitating built-in governance for how data is shared, particularly with non-EU partners. Furthermore, intellectual prop - erty ownership for AI-generated output remains legally uncertain in Germany under the traditional “human

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

Distinct advantages of each form • GmbHs are highly flexible, with low minimum capital of EUR25,000 or even less in the form of an Unternehmergesellschaft ( haftungsbeschränkt ), which can be considered to be a GmbH “light”, and strong shareholder influence over manage - ment. They also offer tax exemption for capital gains on disinvestment from corporate subsidiar - ies. • GmbH & Co KGs combine limited liability with partnership-style tax treatment and contractual flexibility, and offer less formalism compared to GmbHs, AGs and SEs. They offer a check-the-box tax option and save investors from complicated withholding tax refund procedures. • AGs are best suited for ventures considering public offerings or requiring a rigid governance frame - work. They offer a capital gains tax exemption (see GmbHs). • SEs enhance mobility and harmonisation in cross- border EU contexts. They offer a capital gains tax exemption (see GmbHs). Other considerations Sector-specific regulations and the nature of the JV parties (eg, listed companies, foreign investors) can influence the choice of structure. 2.2 Strategic Drivers for JV Structuring The reasons and motives for establishing a JV are diverse and, in some cases, depend on the industry sector in question. One of the main motives is the pooling of resources or the merging of capital with product and/or service ideas or research initiatives (ie, know-how). However, aspects such as market entry or risk distribution, economies of scale and cost reduc - tion, liability limitations, tax relief, exchange of experi - ence, competitive advantages or certain legal and/or regulatory requirements in a specific market environ - ment may also be reasons for choosing to establish a JV (incorporated or unincorporated). The planning of a specific exit strategy may be anoth - er driving factor for the establishment of a JV. In this way, the JV parties can “carve out” sub-divisions of their undertakings to combine them in a JV for bet - ter commercialisation and to achieve synergy effects. After a certain period, the JV can then be sold once it

inventor” principle, forcing JV parties to contractually define these rights to mitigate legal risk. Finally, the new EU Product Liability Directive expands strict lia - bility to software and AI, compelling JV parties to pre- allocate financial responsibilities for defects, recalls and monitoring. Ultimately, these regulations require JVs to pre-emptively address novel liability risks and embed rigorous technological compliance into their very foundation to ensure viability. 2. JV Structure and Strategy 2.1 Typical JV Structures Preferred Legal Forms for Equity Joint Ventures in Germany Commonly used structures Equity JVs in Germany are most frequently structured in the following forms: • a private limited liability company ( Gesellschaft mit beschränkter Haftung – GmbH), which is the most flexible and widely used form; • a stock corporation ( Aktiengesellschaft – AG), which is suited for larger ventures or capital market access; • a limited partnership with a corporate general part - ner (GmbH & Co KG), offering a hybrid between partnership and corporate benefits; or • a European company ( Societas Europaea – SE), which is typically chosen for cross-border ventures within the EU. Key factors driving the choice of vehicle • Commercial objectives: smaller ventures often opt for simpler structures, whereas large-scale or com - plex projects require more robust governance. • Liability protection: GmbH, AG and SE all provide limited liability for shareholders. • Tax efficiency: partnerships (especially GmbH & Co KG) offer a check-the-box tax option and save investors from complicated withholding tax refund procedures. • Governance and flexibility: a GmbH allows tailor- made governance structures, whereas an AG is more regulated but aligns with capital market standards.

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

has successfully positioned itself on the market – an option that would not have been possible (or at least not in this form) if it had remained as a sub-division within the respective undertakings of the JV parties. 3. JV Regulation 3.1 Legal Framework and Regulatory Bodies Regulatory Bodies Key regulatory oversight comes from several authori - ties, as follows: • the Federal Cartel Office ( Bundeskartellamt ) enforces merger control and antitrust rules under the German Act against Restraints of Competi - tion (GWB), requiring notification for JVs meeting certain turnover thresholds; • the Federal Ministry for Economic Affairs and Climate Action (BMWK) screens investments under the German Foreign Trade and Payments Act/ Regulation (AWG/AWV) for JVs involving non-EU investors in sensitive sectors such as defence or critical infrastructure; • Data Protection Authorities (DPAs), led by the Fed - eral Commissioner for Data Protection and Free - dom of Information (BfDI), enforce strict compli - ance with the GDPR and the German Federal Data Protection Act (BDSG), and oversee virtually all JVs that process personal data; and • sector-specific bodies are also relevant, such as the Federal Financial Supervisory Authority (BaFin) for finance, the Federal Institute for Drugs and Medical Devices (BfArM) for pharma and medi - cal devices, the Federal Office for Motor Vehicles (KBA) for automotive and the Federal Network Agency (BNetzA) for energy and telecommunica - tions. Legal Framework Germany’s legal framework for JVs is not contained in a single law, but rather is a combination of cor - porate, competition and regulatory statutes. Beyond those enforced by specific regulators, core statutory foundations include general corporate and commer - cial law. The German Limited Liability Companies Act (GmbHG) provides the flexible structural basis for most incorporated JV vehicles, governing their for -

mation and governance. For partnership-style JVs, the German Commercial Code (HGB) may serve as the statutory basis. Furthermore, the German Works Constitution Act (BetrVG) mandates employee co- determination through works councils, directly influ - encing JV governance and operations where employ - ees are present in Germany, even though it lacks a single national enforcement regulator. 3.2 Anti-Money Laundering Compliance Germany’s anti-money laundering (AML) framework is built mainly on the German Money Laundering Act (GwG) and several sector-specific regulations. General compliance obligations include verifying the identity of customers and their beneficial owners; this includes, for example, checks on whether politically exposed persons are involved. JVs must assess the purpose and intended nature of the business relation - ship. This information must be continuously monitored and updated, and all available information must be incorporated into a consolidated risk analysis. If the risk of money laundering is increased according to the risk analysis, JVs must observe special due diligence obligations where necessary, such as special justifica - tion for maintaining business relationships and closer monitoring. JVs must establish clear internal responsibility for AML compliance (due to shared ownership in a typical JV), including appointing an AML officer and defining internal reporting lines. 3.3 Sanctions, National Security and Foreign Investment Controls Restrictions on Co-Operation With Joint Venture Partners in Germany The German FDI regime only applies to transactions involving the acquisition of shares or assets of a Ger - man company. Therefore, only the incorporation of a JV involving the contribution of assets forming the essential operating resources of a German company or a separable part of a German company may fall within the scope of German FDI control. Germany is considering broadening the scope of investment con - trol to cover greenfield investments, including JVs that do not involve the contribution of assets.

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

For transactions falling within the scope of German FDI control, restrictions on co-operation with JV parties may be imposed, particularly when national security or foreign policy considerations are at stake. The BMWK has the authority to prohibit or impose conditions on a foreign investment if it is deemed to pose a threat to public order or national security. This includes cases where one of the JV parties is linked to a state or entity that is subject to international sanc - tions. National Security Regulations and Foreign Investment Germany has a strict regulatory framework for nation - al security, which also applies to the creation of JVs involving foreign investors. Any acquisition reaching certain thresholds (10%, 20% or 25% of voting rights) must be notified to the BMWK, particularly in sensi - tive sectors such as defence, cybersecurity or critical infrastructure. Restrictions on Foreign Participation in Joint Ventures In certain circumstances, foreign participation in a JV may be subject to restrictions. For instance, restric - tions may apply if the threshold of 25% of voting rights is exceeded, or according to specific thresholds (10% or 20%), depending on the sector. The BMWK also monitors investors established in the EU when they are suspected of circumventing the rules via a European subsidiary controlled by a com - pany from a third country. The BMWK has the author - ity to approve or decline transactions, including those involving JVs. It may also instigate an ex officio review procedure up to five years after the JV agreement has been signed, even in the absence of prior notification. Notification obligations are the sole responsibility of the investor, including in the case of JVs. Sectors Subject to Specific Restrictions and Requirements Sensitive sectors subject to specific requirements in terms of foreign investment control include: • defence; • critical infrastructure (energy, telecoms, health, transport);

• sensitive technologies (AI, semiconductors, cloud computing, autonomous vehicles, satellites); • critical raw materials; • influential media; and • large-scale agriculture. Any JV involving foreign investment in these areas may be subject to a review procedure. The BMWK is planning to expand the list of sensi - tive sectors to include cybersecurity and strategic raw materials, while lowering thresholds and strengthen - ing requirements in sensitive cases. 3.4 Competition Law and Antitrust Antitrust Regulations Applicable to Joint Ventures German antitrust regulations do not differentiate between full-function and non-full-function JVs. According to Section 37 (4) of the German Act against Restraints on Competition (GWB), any combination of undertakings that enables one or several undertakings to directly or indirectly exercise a material competi - tive influence on another undertaking is considered a concentration. In addition, the German merger control regime is applicable to any acquisition of joint control over an existing undertaking. Joint control is defined as the ability for two or more entities to exert significant influ - ence over the operations of a company. This control can be established de jure or de facto through veto rights on strategic business decisions relating to the company under joint control. German merger control also applies to the acquisition of minority shareholdings of 25% or more of the capi - tal or voting rights of a company, even if such holdings do not confer significant influence over the company. JVs are subject to a dual regime: merger control and control of anti-competitive agreements. Section 1 of the GWB establishes the rules for evaluating anti- competitive agreements, which are pertinent to the assessment of the collaborative aspects of a JV. The collusive effects of co-ordination between JV parties are particularly emphasised in this regard.

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

Notification or Approval Requirements A JV may be subject to prior notification if it consti - tutes a concentration as defined in Section 37 of the GWB and if the following thresholds are met: • the combined worldwide turnover of the undertak - ings concerned exceeds EUR500 million; • one of the undertakings concerned must have achieved a turnover of more than EUR50 million in Germany; or • another undertaking concerned must have achieved a turnover of more than EUR17.5 million in Germany. Even if the EUR17.5 million German threshold is not met, a transaction may be subject to prior notifica - tion if it exceeds the EUR400 million transaction val - ue threshold, provided that the target has significant operations in Germany. However, if a concentration falls within the scope of EU merger control, German merger control does not apply. If the JV has no national effects (ie, no impact on the German market), notification may not be required. 3.5 Listed Companies and Market Disclosure Rules In Germany, publicly listed companies engaging in JVs must adhere to specific disclosure obligations to ensure transparency and maintain investor con - fidence. These obligations are primarily governed by the German Securities Trading Act (WpHG), the German Securities Acquisition and Takeover Act, the EU Market Abuse Regulation (MAR) and the German Stock Corporation Act. Under the WpHG, shareholders of listed companies are required to notify the issuer and BaFin whenever their voting rights reach, exceed or fall below thresh - olds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. This includes both direct holdings and those held indirectly, such as through financial instruments or derivative positions. The disclosure must be made promptly to the company and BaFin, and at the lat - est within four trading days. Failure to comply can result in sanctions, including the suspension of voting rights. The issuer must in turn publish these notifica - tions without undue delay.

The German Securities Acquisition and Takeover Act mandates that investors intending to acquire control over a listed company must make a public takeover offer. This requirement ensures that all shareholders have an equal opportunity to participate in the offer and receive fair treatment. In addition, the MAR oblig - es issuers to immediately disclose any inside infor - mation that directly concerns them, which typically includes the formation or material amendment of a JV or JV agreement, unless a temporary delay is justified. The German Stock Corporation Act further stipulates that any significant changes in shareholding or control structures must be disclosed to the JV and, in some cases, to the public. This is to prevent market manipu - lation and ensure that all stakeholders are informed of developments that could affect the company’s gov - ernance or financial stability. In summary, listed companies in Germany must navi - gate a complex regulatory landscape when entering into JVs. Adhering to these disclosure requirements is crucial for maintaining legal compliance and uphold - ing market integrity. 3.6 Transparency and Ownership Disclosure Ownership structures are disclosed by registering the ultimate beneficial owners (UBOs) with the transpar - ency register ( Transparenzregister ), which has been introduced in Germany based on the GwG. The gen - eral requirements for the identification and registra - tion of the UBO also apply for JVs, regardless of their respective legal form. UBOs can only be natural persons and are only con - sidered to be UBOs if they directly or indirectly hold more than 25% of the capital shares or the voting rights in a legal entity, or exercise control in a compa - rable manner on a legal entity. Since shareholders of a JV are usually at least two legal entities themselves, no direct UBO exists. However, if at least one of those legal entities directly holds more than 25% of the capi - tal or voting rights in the JV, any natural person con - trolling that legal entity in turn (ie, holding more than 50% of the capital or voting rights in the legal entity being the shareholder of the JV) is considered to be the indirect UBO of the JV and, therefore, must be filed with the transparency register. If no natural person

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

qualifies as a UBO at all, the managing director(s) of the JV must be filed as the UBO with the transparency register as the so-called fictional UBO. The name, date of birth, place and country of resi - dence, citizenship, and the type and scope of the economic interest of the UBO must be filed with the transparency register. This information will be acces - sible to courts and public services. Other so-called “obliged parties” (eg, banks, lawyers) pursuant to the GwG only have access on a case-by-case basis and to the extent required to fulfil their legal obligations under the GwG. Any other third party must prove a legitimate interest. 4. Legal Developments 4.1 Notable Recent Decisions or Statutory Developments During the past three years, German statutory and case law have significantly shaped the structuring and governance of JVs. The most relevant developments The Act implementing the Conversion Directive (UmRUG) now permits cross-border demergers and conversions (eg, a German GmbH into a Dutch B.V. or a Luxembourg S.à r.l.), providing more flexibility for cross-border JV structures. Partnership Law (Gesetz zur Modernisierung der Personengesellschaftsrecht – MoPeG) can be grouped as follows. Corporate Reorganisation Since January 2024, JVs structured as civil law part - nerships (GbR) must register as an “eGbR” in the new Partnership Register to retain legal capacity for hold - ing real estate or company participations. Deadlock and Governance In a January 2023 case (II ZR 76/21), the Federal Court of Justice ( Bundesgerichtshof – BGH) held that even partners barred from voting count towards quorum. In a July 2024 case (II ZR 71/23 – Hannover 96), the BGH held that shareholder resolutions are not void merely because of third-party voting agreements, pro -

vided the core powers of the shareholders’ meeting are respected. Exclusion and Exit In a July 2023 case (II ZR 116/21), the BGH held that the exclusion of a shareholder in two-tier GmbHs takes effect once the judgment is final, irrespective of compensation payment. Dispute Resolution In a June 2024 case, the Bavarian Higher Regional Court (BayObLG) held that the law governing an arbi - tration clause may differ from that used in the main contract. In a January 2025 case (I ZB 48/24), the BGH reaf - firmed the pro-enforcement approach, maintaining arbitration as the most reliable forum for JV disputes. Financing and Insolvency In an April 2024 case (IX ZR 129/22), the BGH held that third-party loans may be treated as shareholder loans if contractual rights resemble membership, rais - ing subordination risks. Competition Law In a March 2022 case (XXXLutz/Tessner), confirmed by the BGH in 2023, the Higher Regional Court of Düs - seldorf ( Oberlandesgericht Düsseldorf )confirmed a high evidentiary threshold for proving anti-competitive effects, allowing greater leeway for incorporated JVs. 5. Negotiating the Terms 5.1 Preliminary Negotiation Instruments and Practices In the German market, preliminary negotiations for a JV typically involve several standard instruments designed to structure discussions, protect confiden - tial information and set the framework for potential future agreements. A commonly used starting point is a mutual non-disclosure agreement (NDA), which ensures that both parties can exchange sensitive commercial, financial and technical information with - out risking public disclosure or misuse. NDAs often include standard provisions regarding the definition of

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GERMANY Law and Practice Contributed by: Leif Gösta Gerling, Matthias Krämer, Anna Reuber and Jiabao Gerling-Li, LPA

confidential information, permitted use, the duration of confidentiality, and exceptions for legal obligations. Unlike in some common law markets, a formal Due Diligence Questionnaire is not market standard in Germany; due diligence is usually conducted via a structured data room and Q&A process. During advanced negotiations, parties typically exchange term sheets, which are non-binding but set out the intended structure, key commercial terms, governance arrangements, equity split, capital and/ or other contributions to the JV, and initial operational guidelines for the JV. In Germany, term sheets often include indicative timelines, exclusivity periods and conditions precedent for entering into the definitive JV agreement. Exclusivity is dealt with either in the term sheet itself or in a separate exclusivity agreement, preventing parallel negotiations for a defined period. This secures the investment of time and resources in the transaction and prevents competitive interference. Market practice also expects preliminary agreements to address regulatory compliance (eg, antitrust filings if the JV exceeds thresholds under the GWB), intellec - tual property rights and a framework for dispute reso - lution or escalation procedures during negotiations. In sum, German JV negotiations are structured around NDAs, term sheets and exclusivity deeds, with mar - ket-standard provisions focusing on confidentiality, exclusivity, governance principles, regulatory compli - ance and dispute management, aligning expectations and providing a disciplined path toward the formal JV agreement. In Germany, public disclosure is not required at the early negotiation stage or when signing a letter of intent (LOI) or memorandum of understanding (MOU). However, certain regulatory filings must be considered before implementing a JV, including the following. • Merger control clearance under the GWB is required if the combined turnover of the JV parties exceeds national thresholds. Notifications must be submitted before closing. 5.2 Disclosure Obligations Regulatory Filing Requirements

• EU-level clearance under the EU Merger Regulation (FKVO) as amended by the Implementing Regu - lation (EU) 2023/914 applies when EU turnover thresholds are met. The JV cannot be implemented until approval is obtained. • Assessment of timing and sequencing: filings must be planned carefully to avoid delays in implement - ing the JV. • Consideration of national and EU requirements together is particularly relevant in cross-border JVs, to ensure compliance with all applicable juris - dictions. • The scope of information required in filings includes details on the parties, the JV structure and the projected commercial impact. • Legal consequences of non-compliance: failure to submit the required filings or obtaining clearance prematurely can lead to fines or restrictions on implementing the JV. These measures ensure that the JV is legally compli - ant before operations commence, and help to prevent regulatory risks. Corporate Disclosure After incorporation, the JV must be registered with the German Commercial Register, including the registra - tion of: • the shareholders and managing directors of the JV; • the articles of association (GmbH and AG), but not

the JV agreement (if any) itself; and • the share capital and legal form. This information is publicly accessible. Capital Markets and Ad Hoc Obligations

If a party to the JV is a listed company, disclosure obligations arise under both MAR and the WpHG, as follows: • inside information affecting share price must be disclosed without undue delay, potentially as early as the signing of binding agreements; • limited deferral of disclosure is possible under MAR and its delegated/implementing regulations; and • the EU Listing Act package (Regulation (EU) 2024/2809, Directive (EU) 2024/2810, Directive (EU)

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