Joint Venture

News & Analysis as of

GST/HST Joint-Venture Elections and Nominee Corporations

Joint-ventures (JVs) with nominee corporations or bare trustees that have been elected to account for the GST/HST of the JV should be aware of the period of CRA administrative tolerance expiring on January 1, 2015. This...more

U.S. District in California Discusses Distinctions between Joint Ventures and Subcontractor Relationships for Miller Act Purposes

Frontier Contr. Inc. v. Allen Eng’g Contr., Inc., 2014 U.S. Dist. LEXIS 136474 (E.D. Cal. Sept. 2014) - Frontier Contracting Inc. (Frontier) entered into a teaming agreement with Allen Engineering Contractor, Inc....more

Conspiracy? Ohio Federal Court Says No; Holds That Health System Joint Venture Is a Single Entity Incapable of Conspiring in...

When competing health care providers affiliate by contract, rather than by merger or acquisition, they often face the challenge of structuring their joint activities to avoid liability under § 1 of the Sherman Act, which...more

Connecticut Law Establishes New Reporting and Governance Requirements for Health Care Entities: Part 1: Requirements Applicable to...

A new Connecticut law, Public Act Number 14-168, entitled “An Act Concerning Notice of Acquisition, Joint Ventures, Affiliations of Group Medical Practices and Hospital Admissions, Medical Foundations and Certificates of...more

Comprehensive Joint Venture Agreements

In this presentation: - What Is A Joint Venture - About Joint Ventures - Structuring A Joint Venture - Joint Ventures: Management Structure And Labor - General Provisions That Must Be...more

Nevada Supreme Court Doubles Down On Joint Venture By Estoppel

Last March, I wrote about a decision of a panel of the Nevada Supreme Court in In re Cay Clubs, 130 Nev. Adv. 14 (2014). The defendants thereafter sought reconsideration by the Supreme Court sitting en banc. Yesterday, the...more

Minority Shareholders' Alleged Control of Management and Operations Does Not Establish Domination of the Board

Emphasizing the demanding pleading standards a shareholder must meet to show that a minority shareholder controls a board of directors, on November 25, Vice Chancellor Glasscock dismissed claims for breach of fiduciary duties...more

Impact of Health Care Reform on Provider Liability

In this presentation: - The Changing Healthcare Landscape - Key Features of an ACO/CIN - ACO Standards and Quality Metrics - Examples of Quality Standards - Impact on Board and Corporate...more

Automotive News, 3/2014

This is the first issue of “Automotive News”, a regular update on current developments in the automotive industry, with a particular focus on Germany, published by Morgan Lewis’ automotive practice for clients and interested...more

Ancillary Joint Ventures Involving Taxable and Tax-Exempt Health Care Entities: Addressing the Chilling Effect of IRS Inaction

Tax-exempt health care systems facing growing operating costs and falling revenues frequently explore creation of ancillary joint ventures (AJVs) as vehicles to raise capital, share risk, expand coverage, and provide care...more

Surveying the Oil & Gas Industry Landscape: Acquisitions, Divestitures and Joint Ventures

In the rapidly evolving global oil and gas market, changes in composition of assets, financing, market players and types of transactions are among the many emerging industry trends. These topics were part of the discussion at...more

Business Entity Alphabet Soup – GP, LP, JV, LLC, C, S, QSSS – What do they mean?

As government contractors, the business universe is likely filled with familiar acronyms. However, one may not be as familiar with the meaning behind the alphabet letters that comprise the different business entities in the...more

Merger Control: Overview and updates in Thailand

Over 100 jurisdictions have adopted merger control rules around the world which apply generally to mergers, joint ventures, takeovers and acquisitions. Each country has its own set of jurisdictional thresholds to determine...more

Q&A With Carlton Fields' Jim Walker

James Walker IV is a shareholder in Carlton Fields Jorden Burt PA's Atlanta office and co-chairman of the firm’s technology industry group. His practice is focused on representing companies and investment funds in complex...more

Who Runs my Joint Venture?

One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more

Protecting Trade Secrets During Business Collaboration [Video]

Businesses are increasingly working together to develop new products and services. With that collaboration is the risk that precious trade secrets will be lost. Attorney Christopher Larus sits down with Seth Northrop to...more

Joint Venture Critical Issues: Formation, Governance, Competition And Exits

The joint venture is a vehicle for the development of a business opportunity by two or more entities acting together, and will exist if the parties have: (1) a community of interest in the venture, (2) an agreement to share...more

Status Updates - September 2014 #6

..Is Tumblr trendier? A survey released by Tumblr says the users of that social media platform have higher average incomes than users of Facebook, Twitter, or Pinterest, and a report from Adobe says that this translates into...more

SBA’s Template for Joint Venture Agreements – Is it OK to Use for your 8(a) Joint Venture?

Recently, some of our small business clients that are governed by the SBA’s Washington Metropolitan Area District Office received notice from their Business Opportunity Specialist (“BOS”) that the agency’s template for JV...more

Why Does My Joint Venture Pay Corporate Taxes? When Tax Status Doesn’t Match State Form

Most of the time the state-law classification of an entity and its federal income tax classification match. A corporation will be taxed as a corporation and a partnership will not be taxed, instead merely filing an...more

The Human Factor: Joint Venture Partner Compliance (Part III of III)

It is time for another in my series of profound grasps of the obvious – compliance comes down to people. A company violates its code or the law because of human actions or inaction....more

Inside and Out: Anti-Corruption Compliance for Joint Ventures (Part II of III)

A joint venture can create layers and layers of risk for compliance officers. It is always good to start from the inside and work your way out. If your joint venture partner is a state-owned enterprise, or even more...more

Joint Ventures and Compliance: Defining the Issues (Part I of III)

One of the more challenging areas in the anti-corruption field is navigating joint venture risks. Companies rely on joint venture partners for a variety of purposes – local partners know the geographic market, have a...more

Editorial: For Fla. Courts, Forum Selection Clause May Not Be Enough

You represent a Brazilian corporation that is entering into a joint venture with a Colombian concern. The joint venture relates to the development of a multimillion dollar wind farm in northeastern Brazil. Originally...more

FTA Publishes Guidance on Joint Development

Earlier this week, on August 25, 2014, the Federal Transit Administration (“FTA”) published Circular 7050.1, providing much anticipated guidance for grantees interested in pursuing joint development projects within FTA’s...more

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