Defined Terms and Documents     Discussion Paper       Annexure A    Annexure B    

Joint Venture or JV means a legal entity that describes the relationship between two or more parties which enter into a legal agreement to undertake economic activity together with the same strategic goal(s) while remaining separate entities.  JVs occur across most industries where companies may combine forces for a specific project but may be competitors for others.

An example is the media joint venture Yahoo!7, combining the search engine Yahoo! with Channel 7 in Australia. The Yahoo!7 JV is an Australian online strategy only: Yahoo! remains a standalone search engine outside Australia, and Channel 7 still broadcasts in a different medium (television) with no Yahoo! influence.  The alliance works on the principle that the strength of their brands combined online garner a higher market share than two separate, smaller brands.  ninemsn is another.

 

Whilst a JV identifies two or more parties "partnershiping" for a common goal, a JV is not a legal 'Partnership', as a 'Partnership' is more integrated, working across all business activities over a long term.  A JV differs in that it relates to a specific project(s) or business goal(s).

The JV parties agree to create a new entity by both contributing equity, and they then share in the revenues, expenses, and control of the enterprise.  The venture can be for one specific project only, or a continuing business relationship such as the Sony Ericsson JV.

The name of each JV generally describes the purpose of the JV and not to a type of entity.  Therefore, a JV may be a corporation, limited liability company, partnership or other legal structure, depending on a number of considerations such as tax and tort liability.

The first JV that the Writer was involved with was Transfield when it created a JV called Sydney Harbour Tunnel with the Japanese tunnel building company, Kumagai, in order to build, own and operate the Sydney Harbour Tunnel.  The Business Plan Developer acted as Agent Bank' for the Transfield syndicated debt facility with 9 'Participant Banks'.

Other JVs which the Writer was involved with was between -

(i)          two construction companies Australand and Multiplex to share project risk on residential developments at Darling Harbour.

(ii)        Transfield and Obayashi which created the new company, Transurban, to build the Melbourne City Link toll-roads (initially termed the Southern and Western bypasses).  Transurban is now a much larger company than Transfield..