Joint Venture Preparation · 7 weeks · ¥43,000
What partners need to agree on before the work actually starts
A seven-week engagement that works through the questions companies entering a shared undertaking tend to avoid — contribution, control, disagreement, and unwinding — before those questions become problems.
Back to homeWhat this engagement delivers
A written term outline — before anyone drafts a legal agreement
Lawyers draft the agreement; they rarely surface what each party actually wants from it. This engagement sits before legal drafting and works through the substance — the objectives each side holds, how decisions will be made, what happens when partners disagree, and what the exit looks like. The written term outline that results gives legal advisers something reliable to work from.
Objectives made explicit
Each party's goals for the venture are stated clearly and compared. Differences in what each side is hoping to get from it are surfaced early — when they are easier to work with.
Governance agreed in advance
How decisions will be made during the venture, and what happens when partners cannot agree, is decided before the pressure of an actual disagreement makes rational discussion harder.
The exit considered calmly
How the venture would be wound down, and under what circumstances, is discussed while the relationship is in good standing — not after things have become difficult.
Why this matters before you begin
The questions partners tend to leave unasked
Enthusiasm obscures the detail
When a partnership looks promising, both parties are inclined to move quickly and set aside the less comfortable questions. Those questions return later — with interest.
Each side's objectives may not align
Partners often enter shared undertakings with different goals. One party may be primarily interested in market access; the other in shared cost. These differences are manageable if known — less so if they surface mid-venture.
Legal drafting cannot substitute for this
A legal agreement records what was decided. It does not help parties work through what they actually want, identify where their assumptions differ, or discuss scenarios they would rather not think about. That work has to happen somewhere.
Contribution and control are rarely explicit
What each party is bringing to the venture, and what authority each expects to have over it, is often assumed rather than stated. Unstated assumptions about these things are among the more common sources of partner difficulty.
The approach
Structured discussion across five areas — before legal drafting begins
The engagement works through five areas that joint venture preparation reliably requires. Each is covered in separate preparation sessions with each company, then in structured joint discussion. The adviser holds the structure and keeps the conversation practical.
Objectives held by each side
What does each party want from this venture, stated specifically? Where do those objectives overlap and where do they diverge? The aim is not to suppress differences but to understand them clearly enough to decide whether they are compatible.
Contribution and control
What is each party bringing — capital, capability, relationships, time — and what authority does each expect in return? These two questions are often treated as separate when they are closely connected. Working through them together tends to produce a clearer picture of what the arrangement actually is.
Decision-making arrangements
How will ordinary decisions be made during the venture? What requires both parties to agree? What happens when they cannot agree within a reasonable period? These arrangements are much easier to discuss before the venture begins than after a disagreement has occurred.
How disagreement will be resolved
Beyond the governance structure, what is the intended approach when partners find themselves in conflict? Discussing this question while the relationship is positive — rather than in the middle of a dispute — produces a more considered answer.
How the venture would be unwound
Under what circumstances would either party consider ending the venture? What would that process look like? This conversation is consistently the one parties most want to avoid — and the one that most benefits from being held before things become complicated.
What working together looks like
Who participates and what to expect
Client companies
Company A — lead contact
Preparation sessions; all joint discussions
Company B — lead contact
Preparation sessions; all joint discussions
Legal advisers (each company)
Not part of this engagement — receive the term outline at close
Adviser side
Lead adviser
Separate preparation with each company; joint sessions
Facilitation note
Disagreement is named and discussed; the adviser does not adjudicate
Written term outline
Prepared and shared before legal drafting commences
A note on legal review
This engagement is not a legal service. The term outline produced is intended as preparation for legal drafting, not a substitute for it. We consistently advise both parties to obtain independent legal review before any agreement is formalised.
The investment
A defined scope, a single fee
Joint Venture Preparation
Seven weeks · Covering both partner companies
¥43,000
Total engagement fee
Included
- Preparation sessions with each company separately
- Structured joint discussions across five topic areas
- Discussion of situations partners typically avoid raising
- Written term outline prepared before legal drafting
- Advice to obtain independent legal review from each side
What to know
- Fee covers the full engagement across both companies
- Invoiced in two parts: on start and at close
- No additional charges for the written term outline
- Does not include legal drafting or legal advice
How progress is tracked
What happens across the seven weeks
Separate preparation
The adviser meets each company separately. Objectives and expectations are explored without the other party present.
Joint discussions
Five topic areas are covered across four joint sessions. The adviser structures each session and records what is agreed and what requires further discussion.
Draft term outline
The adviser prepares a draft term outline based on the joint discussions. Both parties review for factual accuracy before finalisation.
Finalisation and close
The final term outline is shared with both parties. The engagement concludes. Legal advisers on both sides receive the document as preparation for drafting.
What this engagement does not do
This engagement does not determine whether the joint venture is a good idea, advise either party on the terms they should seek, or provide legal counsel. It creates the conditions for parties to work through the relevant questions together — with structure and a neutral adviser present — and records what was decided.
Our commitment
What we stand behind
Equal standing for both parties
The adviser has no prior relationship with either company and no interest in which party's position prevails. Both companies receive the same quality of preparation and the same opportunity to be heard in joint sessions.
The term outline belongs to both parties equally
The written term outline is provided to both companies simultaneously and in identical form. We do not share its contents with either party in advance of the other.
An initial conversation at no cost
Before the engagement begins, we hold an initial conversation with the company making contact to discuss whether the scope fits. There is no charge and no obligation to proceed.
Preparation for legal review — not a replacement
We advise both parties to seek independent legal review after this engagement. The term outline is the starting point for that process, not the end of it.
Getting started
How to begin
One party makes contact
Either company can initiate. We will discuss the situation with the company making contact first and then, if the engagement looks appropriate, arrange to speak with the partner company separately before the engagement begins.
We speak with both companies
Before agreeing to the engagement, we hold a short conversation with each company separately. Both parties need to understand and agree to the scope before the work begins.
A start date is agreed with both parties
Once both companies confirm they want to proceed, a start date and schedule are agreed that work for everyone involved. The seven-week plan is set out at this stage.
Separate preparation begins in week one
The adviser meets each company separately before any joint session. The preparation work means that joint discussions start from a more informed and more honest position than they would without it.
Joint Venture Preparation · ¥43,000 · 7 weeks
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