نوع مقاله : مقاله پژوهشی
نویسندگان
1 دانشیار گروه حقوق خصوصی و اسلامی، دانشکده حقوق و علوم سیاسی، دانشگاه تهران، تهران، ایران
2 دانشجوی دکتری حقوق نفت و گاز، دانشکده حقوق، دانشگاه تهران (دانشکدگان فارابی)، قم، ایران
کلیدواژه‌ها
عنوان مقاله English
نویسندگان English
Introduction
Joint venture arrangements emerged in response to the need to pool capital and capabilities, as well as to ensure an appropriate allocation of risk. As one of the most significant legal and economic instruments for the implementation of large-scale and complex projects, particularly in capital-intensive and multi-stakeholder sectors such as energy infrastructure and oil and gas, joint venture contracts play a fundamental role in achieving the core objectives of such collaborations, namely risk-sharing, consolidation of financial and technical resources, and synergy of the parties’ interests.
Joint venture agreements are complex agreements that are necessary to regulate the conduct of partners and coordinate joint activities.
However, failure to reach the required decision-making threshold in partnership agreements, as a structural and foreseeable risk, is often inadequately identified, analyzed, and managed. In many instances, contract drafters limit themselves to specifying a voting percentage or majority threshold, while neglecting to address the practical consequences of failure to attain such a threshold and to provide alternative decision-making mechanisms. Practical experience in partnership arrangements shows that inability to meet the decision-making threshold is among the most frequent and highest-risk challenges in the performance of these agreements.
This situation may arise from conflicting interests among the partners, the absence or deliberate non-participation of certain parties, an imbalanced allocation of voting power, or even strategic abuse of veto rights. In many cases, the result is a decision-making deadlock, delays in project implementation, cost overruns, erosion of mutual trust, and ultimately the emergence of extensive legal disputes. Such outcomes seriously call into question the rationale of the partnership agreement and, where no appropriate deadlock-resolution mechanism is provided, may lead to the collapse of the joint venture.
The existing research gap in this field lies in the absence of a unified theoretical framework for the management of deadlock in joint ventures. In addition, the lack of a systematic contractual model for the prevention and resolution of deadlocks, the lack of integration of governance and exit mechanisms, the limited availability of comparative legal analysis in Persian-language literature, and the absence of legal-economic analysis of deadlock represent further gaps that this study seeks to address.
Research Question(s)
The study seeks to answer the question of how the risk of decision-making deadlock in joint ventures can be managed through the design of appropriate governance and contractual structures, in a manner that preserves the balance between efficiency and the protection of minority partners’ rights.
2. Literature Review
With respect to Persian-language scholarship, although the domestic literature on decision-making deadlock in joint ventures remains limited, a considerable body of research has examined the closely related institution of the Economic Interest Grouping (EIG). Oloumi Yazdi, in Legal Challenges to the Formation of Economic Interest Groupings,¹ and Mirzahosseini, Oloumi Yazdi, and Masoudi, in A Comparative Study of Economic Interest Groupings in Iranian Law and Similar Contractual Arrangements, have analyzed the relationship between the EIG and legal institutions such as joint ventures, consortia, civil partnerships, and profit-sharing partnerships. In addition, Withdrawal of Partners from Economic Interest Groupings from the Perspective of Islamic Jurisprudence and Iranian Law by the same authors, together with the studies of Isaei Tafreshi and Kabiri Shahabad on the establishment and governance of Economic Interest Groupings, constitute the principal Persian-language sources on this subject.
Collectively, these studies indicate that, although the EIG is not legally identical to a joint venture, it can, as a contractual cooperative institution, provide a suitable domestic model for examining the need for the design of decision-making mechanisms, deadlock prevention, minority protection, and exit arrangements.
One source relevant to the present study is the article by Pasban and Ghorbani Zolikhai entitled Rights, Obligations, and Liabilities of Partners in Joint Venture Agreements with Emphasis on Economic Interest Groupings. Unlike some general studies addressing the legal nature of joint ventures, this article specifically examines the legal position of the parties, their rights and obligations, liabilities toward one another and third parties, and the relationship between joint ventures and Economic Interest Groupings under Iranian law. Its relevance to the present study lies in demonstrating that decision-making deadlock is not merely a procedural issue concerning voting mechanisms but is closely connected to the allocation of partners’ rights, obligations, and liabilities. The study therefore reinforces the importance of clearly defining these matters in joint venture agreements, since failure to do so may create uncertainty not only in the decision-making process but also in determining the responsibility of the partner or partners contributing to the occurrence or continuation of a deadlock.
3. Methodology
This research has been conducted using a descriptive-analytical method with a mixed approach, based on doctrinal analysis and the examination of sample contracts, and the data were collected through library-based research.
4. Results and Discussion
The proposed hypothesis is that the combination of multi-level decision-making and deadlock-resolution mechanisms with contractual exit mechanisms can constitute the most efficient solution for managing deadlock in joint ventures.
The proposed model of this research is a multi-tier framework for deadlock resolution. At the first level, drawing on the theoretical literature on incomplete contracts and control rights, deadlock is examined as a natural consequence of the asymmetric distribution of bargaining power. The findings indicate that reliance solely on a voting mechanism or a deadlock resolution mechanism is not an appropriate solution. Accordingly, issues should be classified in advance according to different decision-making thresholds in order to reduce the likelihood of deadlock and help protect the rights of minority partners. Similarly, a range of mechanisms should be used to resolve deadlocks.
5. Conclusion
At the first stage, contractual prevention is achieved through the careful design of the voting mechanism and the incorporation of alternative contractual techniques that automatically facilitate the resolution of deadlock. Reliance on previous resolutions and the implementation of the minimum undisputed scope of the partners’ agreement fall within this stage.
The second stage comprises internal governance mechanisms such as a casting vote or referral to senior managers. The third stage includes third-party intervention or neutral mechanisms, including expert determination, mediation, arbitration, and drawing lots. Finally, the fourth stage encompasses exit mechanisms and reallocation of property rights.
The practical application of this model in joint venture contracts is that it can serve as a checklist for contract design and the allocation and gradual modification of control rights, mitigate the risk of operational stoppage and harm to investment, limit dispute costs, and ensure operational continuity of strategic projects; in other words, it moves from ex post dispute resolution towards ex ante and preventive governance.
کلیدواژه‌ها English
