Something we get asked about a lot with regards to joint ventures is the two-year rule (not to be confused with the “Rule of Two,” which concerns contract set-asides). We have explored this rule in the past on a few occasions, however, it has been a little while since the last such post and it’s been a perennial issue for contractors that we talk to. As such, it would be helpful to have a refresher on this rule, which may help clear up some of those questions.
Continue readingTag Archives: joint venture rules
Webinar Announcement: Joint Ventures & Teaming, April 23, 2026 hosted by El Paso Texas APEX Accelerators
If you aren’t able to attend the April 14th webinar on joint ventures & teaming agreements and how they can be essential to winning and successfully performing federal government contracts, here’s another chance!
Please join, government contracts attorneys, Nicole Pottroff and John Holtz from Koprince McCall Pottroff, as they explain how to develop, negotiate and administer agreements that are both compliant and effective. The presentations will cover both the key rules (such as flow-downs and ostensible subcontractor affiliation) and best practices for agreements that go beyond the bare minimum legal requirements.
Hope you can join us! Registration link here.
Webinar Announcement: Teaming Agreements & Joint Ventures, April 14, 2026 hosted by UT San Antonio APEX Accelerators
For large and small contractors alike, teaming agreements and joint venture agreements can be essential to winning and successfully performing federal government contracts. In this presentation, government contracts attorneys, Shane McCall and Annie Birney from Koprince McCall Pottroff, will explain how to develop, negotiate and administer agreements that are both compliant and effective. The presentations will cover both the key rules (such as flow-downs and ostensible subcontractor affiliation) and best practices for agreements that go beyond the bare minimum legal requirements.
Hope you can join us! Registration link here.
SBA OHA: On Second Thought, Managing Venturer Must Still be in Charge of JV
A few months back, we discussed a case at SBA’s Office of Hearings and Appeals that took a closer look at the actions that a Non-Managing Venturer in a small business joint venture is permitted to have negative control over—that is, those actions which the Non-Managing Venturer’s disapproval can block from happening. It also addressed what happens when a joint venture agreement does not include all of the provisions that the SBA rules require for a mentor-protégé joint venture agreement under the SBA’s Mentor-Protégé Program to avoid affiliation. Following that decision, the matter was brought to the Court of Federal Claims. Below, we discuss Multimedia Environmental Compliance Group JV v. United States, 178 Fed. Cl. 129 (2025) which covers the COFC’s review of the OHA decision.
That case reaffirmed that just having required control language in a JV isn’t enough, other provisions in the JVA cannot give inordinate control to the Non-Managing Venturer.
Continue readingGovCon FAQs: It’s Been Two Years–Has My Joint Venture Reached the End of the Road?
The lifespan of a joint venture is a frequently asked question that can be hard to find in SBA’s regulations if you don’t know where to look. Alternatively, people hear about the “two-year rule” and assume that’s the answer. This question comes up frequently because, like many topics in federal contracting, the answer requires some digging into the regulations and specifically the affiliation rules.
Continue readingGovCon FAQs: How Should a Joint Venture Allocate Profits?
It is a fairly standard business practice to divide profits according to ownership ratio. And a joint venture made up of only small business venturers only pursuing small business set-asides can follow this business practice—or any business practice—to divide up its profits (limited only by any applicable state, local, or Tribal law). But SBA does have specific and strict requirements for allocating the profits of any joint venture (1) between a small business protégé and its SBA-approved large business mentor, and (2) that qualifies for and pursues socioeconomic set-asides (i.e., 8(a) Program, WOSB/EDWOSB, HUBZone, VOSB/SDVOSB) and includes non-similarly situated entities.
Continue readingWebinar! Joint Venture and Teaming, July 9, 2024, 10:00-11:30am MDT
Please join John Holtz and me, for this informative webinar hosted by Texas El Paso APEX Accelerators as we discuss joint venture agreements and teaming. For large and small contractors alike, teaming agreements and joint venture agreements can be essential to winning and successfully performing federal government contracts. In this presentation, we will explain how to develop, negotiate and administer agreements that are both compliant and effective. The presentations will cover both the key rules (such as flow-downs and ostensible subcontractor affiliation) and best practices for agreements that go beyond the bare minimum legal requirements. Register here.