FUJIFILM Business Innovation Corp. (Fujifilm) and Konica Minolta, Inc. (Konica) have agreed to establish a joint venture company to co-ordinate the procurement of raw materials and parts by signing a shareholders’ agreement on the 8 July to form a strategic alliance in the printer segment. Such an alliance would seek to leverage both parties’ extensive supplier networks to strengthen their supply line and streamline business processes.

Details are relatively light at present but it has been announced that the joint venture company is expected to be established at the end of September with a capital of 50 million yen and a shareholding split of 75% for Fujifilm and 25% for Konica respectively.

You would therefore expect the shareholders’ agreement to deal with such matters as the establishment of the joint venture company, how the capital will be raised and any additional finance procured, whether any existing employees of Fujifilm and Konica respectively will TUPE transfer to the new joint venture company, how management decisions will be made, what matters will require shareholder approval, how intellectual property be dealt with, as well as any exit provisions.

Crucially, given the shareholder ratio provides for a majority and a minority shareholder, care would have been taken to establish the respective rights and responsibilities between the parties depending on what they bring to the table and how decisions between them will be made.

If you have any questions on shareholders’ agreements or majority or minority shareholdings or corporate governance in general, please contact me at s.li@teacherstern.com or +44 (0) 20 7611 2362.