Since the 1959 Carmer decision discussed in the prior post, several other noteworthy Delaware opinions have explained what exactly a “joint venture” means for purposes of Section 273 of the DGCL.

Most notably, the Delaware Supreme Court in Warren v. Goldfinger Brothers, Inc., 414 A.2d 507 (Del. 1980) identified factors to be considered by the Court in determining whether a company qualifies as a “joint venture” as follows:

  1. a community of interests in the performance of a common purpose;
  2. joint control or right to control;
  3. a joint proprietary interest in the subject matter;
  4. a right to share in the profits; and
  5. a duty to share in the losses that may be sustained.

The Carmer and Goldfinger Brothers decisions are commonly cited and referred to when determining whether an entity qualifies as a joint venture under Section 273.

If you would like to speak to a litigator in Fox Rothschild’s Delaware office, please reach out to Sid Liebesman (302) 622-4237 or Seth Niederman (302) 622-4238.