Entity Formation, Joint Ventures and Strategic Alliances

Freeman Freeman and Smiley’s Business Transactions and Tax Practice has extensive experience in structuring, negotiating, and documenting partnerships, multi-party joint ventures, and strategic alliances, including transactions involving technology development and exploitation. Such transactions can involve the following aspects:

• Formation and tax planning
• Exclusivity of rights by industry, geography, or time
• Triggers of consequences based upon performance criteria
• Transfers or licensing of key intellectual property
• Determination and documentation of management and governance rights of the parties
• Documentation of strategic goals and milestones
• Economic arrangements, such as profit and loss allocation and distribution priorities during the operational period or upon sale of all or a portion of the business
• Planning for possible termination of the relationship, including rights to tangible and intangible assets and buy-sell arrangements
• Non-competition agreements