9.7: Allocation of Risk: Liquidation

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Abstract

The issue of what to do upon the liquidation of a joint venture is particularly thorny. Some commentators talk in terms of "rubber band" provisions, which recapture for the various venturers the assets that each has contributed. One of the obvious problems has to do with the fact that, once a trade secret has been contributed to a joint venture, it is no longer a trade secret, at least vis-…-vis the other side. The contributing party can get back the memoranda, drawings, plans, specifications; but the metrics of the intellectual property, even though protected by a confidentiality agreement remain imbedded in the hearts and minds, if you will, of the technical personnel on the other side. One special feature of intellectual property in the anti-trust context should be mentioned.