Many joint-venture agreements fail to cover the contingency that one of the venturers may want unilaterally to sell its interest, giving rise to controversy whether a right of first offer or first refusal should be implied. A more difficult issue is posed if the success of the joint venture is dependent on the continued operation of a segment of one of the venturers' main businesses. Reportedly, Sony was prepared to sue CBS to enjoin the sale of CBS's record division to anyone other than Sony, based on a long-standing joint-venture agreement between the two firms respecting, among other things, the manufacture of compact discs. If the venture is a general partnership, it is easier to imagine court-enforced restraints on the introduction of new proprietors called "partners" in view of the historical intimacy of the partnership relationship. This is no excuse, however, for failing to codify the parties' intention on this subject in a formal, comprehensive document—whether a partnership agreement or an agreement amongst shareholders. The touchiest area for negotiation, vide the CBS/Sony dispute, will be the responsibility of each venturer to maintain necessary infrastructure. If software company A joint ventures with hardware company B to exploit a particular system should B be required to stay in the hardware business? What if B is losing money on that line? If B's agreement is all-embracing, is the joint venture something B's shareholders should vote on-what amounts to "hypothecation" or "lease" of substantially all B's assets, perhaps?
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