• Business scope, territory, exclusivity and permitted activities.

• Choice of company, LLP or contractual structure.

• Foreign investment, sector and approval requirements.

• Initial ownership and future capital requirements.

• Cash and non-cash contributions, assets, technology, licences, personnel and customer relationships.

• Business plan, budget, performance expectations and expansion rights.

• Role of each partner in management, operations, sales, technology and compliance.

• Related-party transactions and continuing arrangements with the partners.

• Ownership and use of intellectual property, improvements, data and work product.

• Duration, transfer, termination and exit expectations.

The governance framework generally addresses board composition, nomination and removal rights, chairperson rights, quorum, voting, management appointments, delegated authority, information rights, annual business plans and budgets, audit, compliance and matters requiring shareholder or investor consent.

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Reserved matters should protect material interests without making routine operations unworkable. DB Legal assists parties in identifying the decisions that require joint approval and in setting financial, operational or materiality thresholds.

• Initial and follow-on equity contributions.

• Shareholder loans and other permitted funding.

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• Consequences of a party failing to fund.

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• Dilution, default funding and third-party capital.

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• Dividend and distribution policy.

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• Transfer pricing and commercial arrangements with the partners.

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• Financial reporting, audit and access to records.

Joint venture documents may include lock-in periods, transfer restrictions, rights of first offer or refusal, tag-along and drag-along rights, permitted transfers, change-of-control restrictions, put and call options, valuation processes, IPO provisions and sale-process rights.​

A workable deadlock process distinguishes between an operational disagreement and a fundamental impasse. Options may include escalation to senior principals, mediation, expert determination, a buy-sell process, a structured third-party sale or termination. Default provisions should address breach, insolvency, regulatory disqualification, funding failure, misconduct and consequences for ownership or control.

Depending on the transaction, relevant workstreams may include company law, foreign investment and FEMA, competition law, securities regulation, sector approvals, creditor or counterparty consents, employee transfers, stamp duty, tax coordination and tribunal procedures. The Firm identifies the applicable conditions and coordinates with specialist advisers where required.

• Term sheet, memorandum of understanding or framework agreement

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• Joint venture or shareholders' agreement.

• Subscription, share transfer or asset contribution documents.

• Amended memorandum and articles of association.

• Technology, trademark, intellectual property and know-how licences.

• Supply, services, distribution, manufacturing or management agreements with the partners.

• Employment and management arrangements for key personnel.

• Confidentiality, non-compete and non-solicitation arrangements, subject to applicable law.

For a joint venture between an overseas investor and an Indian partner, the documents must also account for foreign investment conditions, pricing and valuation, cross-border payments, technology and brand licensing, reporting, governing law, dispute resolution and enforceability in India​