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| Joint Ventures & Strategic Alliances |
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As an integral part of the corporate practice at Stikeman Elliott, the Joint Ventures Group has been involved in structuring, negotiating, documenting and closing joint ventures and strategic alliances, from the simple to the complex, in virtually every industry sector, Canadian and international, public and private. We believe that our commitment to the highest possible service levels and quality, along with our experience, can add value to any proposed joint venture or strategic alliances. Our service offerings include providing advice on:
- Forms of joint ventures, including the use of Nova Scotia Unlimited Liability Companies in cross-border joint ventures, limited partnerships and co-ownership structures
- Exit strategies, including the recent use of income trusts as an exit strategy
- Governance models, including the creative use of an alternative voting mechanisms
- Using different classes and series of shares for economic and control purposes
- Complying with foreign ownership and similar constraints through charter/by-law/and contractual provisions
- Recent case law, such as consent requirements for indirect transfers of control, non-competition covenants and indemnities and limitation of liabilities
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Companies are increasingly turning to joint ventures and strategic alliances as a means to grow their market share and diversify their product or service offerings. Partnering with another company provides many advantages, such as enhancing a client's distribution capacity or streamlining production methods, but there are risks associated with this type of arrangement. Stikeman Elliott provides advice on how to form alliances that increase returns while ensuring that technology and other interests are protected.
Planning, negotiating and implementing the appropriate form of joint venture or other strategic alliance is vital. Our technology lawyers have extensive experience in guiding clients through the relationship-structuring phase and corresponding issues, such as corporate governance, financing, intellectual property ownership and licensing, management controls, profit distribution, tax structuring, dispute resolution and exit strategies.
We have helped companies in the computing, electronics, telecommunications, pharmaceutical, transportation and media industries, among others, to organize joint ventures and achieve various goals, such as sharing proprietary technical information and developing new products.
Many of our partners are acknowledged as experts in this field in their respective marketplaces by their peers, including Richard Clark and Dee Rajpal (Toronto), John Leopold (Montreal), Stuart Olley (Calgary) and John Anderson (Vancouver).
Representative Transactions
- Canada Post Corporation in its joint venture with Bank of Montreal in the EPOST electronic bill aggregation, presentment and payment system
- Gage Publishing Corporation (formerly Canada Publishing Corporation) in its book distribution business with IDG Publishing Corporation ("for Dummies" books)
- JWI Ltd. in its North American joint venture with Asten Inc. on the manufacture and sale of products for the pulp and paper industry
- a prominent Canadian retailing family in its worldwide consumer products joint venture with various financial investors
- Cap Gemini Ernst & Young in its outsourcing joint venture with Ontario Power Generation to form New Horizon Systems Company limited partnership
- Caisse de dépôt et placement du Québec (indirectly) in an international film production and distribution company with Mosaic Media Group Inc. and in another similar joint venture with Lakeshore Entertainment Group LLC
- Yum! Brands Restaurants (formerly Tricon) in connection with its joint venture with Scott's Restaurants Inc. (controlled by John Bitove) to create Prism Brandz LP. This joint venture entity is the largest franchisee of the KFC, Pizza Hut and Taco Bell concepts in Canada.
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