A joint venture (JV) is a commercial arrangement in which two or more parties combine resources to pursue a specific project or business activity, sharing investments, risks and returns according to contractually defined terms. It may take the form of a separately incorporated entity (equity JV) or a contractual arrangement without a separate legal structure (contractual JV). In M&A, joint ventures are used as an alternative to full acquisitions to test a new market, share project risk, or combine complementary capabilities. Their governance — voting rights, decision thresholds, exit mechanisms — must be carefully structured to prevent deadlock.

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Example: a Swiss industrial group and a French technology specialist create a 50/50 joint venture to develop and commercialise a surface treatment technology. The JV is incorporated as a Swiss SA with CHF 4.0 million capital (CHF 2.0 million per partner). The shareholders' agreement defines reciprocal veto rights, a tag-along mechanism and a buy-or-sell clause (shotgun) to resolve potential deadlocks after 5 years.

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Hectelion advises on the structuring, valuation of contributions and governance of joint ventures in Franco-Swiss cross-border contexts.