It should come as no surprise that the majority of material decisions in 50:50 JVs require both partners’ approval. The balance of this post describes key findings from our analysis and provides five creative structuring solutions to avoid decision-making impasses in 50:50 ventures. While creative mechanisms for more efficient JV decision-making do exist, they are not present in the majority of 50:50 JV agreements. Our review of voting and related terms in 30 JV agreements with 50:50 ownership shows that most equally-owned JVs lack basic contractual protections against decision deadlock and related risks. Companies are also rightfully concerned about JV management emerging as a de facto third partner, playing the owners against each other while promoting its own growth agenda.īenchmarking of joint venture legal agreements validates some of these concerns. Other fears include a lack of clear accountability for either partner to make the venture a success, or to establish adequate controls and manage risk. The principal fear is decision gridlock, with the owners failing to reconcile competing strategies and investment appetites and trapped in JVs with no path forward. Notwithstanding the above, many companies are justifiably hesitant to enter into 50:50 joint ventures.
Notable ventures with 50:50 ownership include Chevron Phillips Chemical, a global chemicals JV founded in 2000 between Chevron and Phillips Hulu, a media streaming venture founded in 2007 between NBC Universal and News Corp (and now a 67:33 JV between Disney and Comcast) and Dow Corning, the silicon joint venture founded in 1943 and acquired by Dow in 2014.Įxhibit 1: 50:50 JV Prevalence and Lifespan Data In certain circumstances, research shows they can even outperform other structures. Our recent benchmarking of key demographic details of the world’s 600 largest joint ventures formed since 1990 shows that 50:50 ventures are the most prevalent ownership structure across industries, compared to asymmetric bilateral and multi-owner JVs, and also have a longer average lifespan (Exhibit 1). Or, companies may favor 50:50 ownership due to a desire to build an independent, long-term sustainable business based on balanced contributions, risks, and rewards between complementary partners. The choice of 50:50 is often the default practical solution for partners when contributions are roughly equal and neither is willing to cede control. Beyond this, equal ownership might be a function of regulatory requirements for local partners to hold at least a 50% ownership stake, or a reflection of neither party wanting to consolidate the venture’s financials. Most simply, such structures reflect the partners making equivalent cash and non-cash contributions to the venture upon formation. There are a number of factors that might drive JV partners to an equal equity split. Being a minority partner, however, is also appealing in certain cases by limiting capital outlays, reducing operating responsibility and resource demands, lowering risk exposures, and keeping the JV off of the company’s consolidated financials. Given a choice, most companies would prefer to be the majority partner, believing such a structure provides greater control and decision-making efficiency. When companies decide to pursue a joint venture (JV), a critical first step is determining the appropriate level of ownership and control.
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