By completing this M&A Master Class you will be better prepared to:

  • Negotiate joint ventures to maximize the economic benefit of a transaction

  • Properly identify the risks associated with joint ventures and manage exposure

  • Reduce the amount of time absorbed when negotiating a joint venture


CURRICULUM

Determining the integration principles

  • Developing a strategic basis for jointProfessor Cathy Hwang ventures
  • Using an equity structure v. a joint commercial agreement
  • Typical JV capital structures and associated rights
  • Asset contributions and risk allocations
  • Financial contributions from participants
  • Models for financial sponsor involvement / external debt
  • Securing strategic value from the joint venture


Governance for joint venture investments

  • Founding management teams and contributed employees
  • Leadership team incentive compensation
  • Employees transfers vs. secondments vs. hiring
  • Investment committee and management rotations
  • Structuring financial controls and audit rights
  • Board structures and fiduciary duties
  • Navigating regulatory and antitrust considerations


Determining frameworks for disputes and dissolving a joint venture

  • Alignment of voting rights and economic interestsProfessor Matthew Jennejohn
  • Minority rights and escalation processes
  • Call options and other control / exit rights
  • Buyout structuring including auctions / shoot-out approaches
  • Wind-down methods / ongoing commercial agreements
  • Measuring financial or strategic returns from joint ventures

FACULTY

Professor Cathy Hwang is a Professor of Law at the University of Virginia where her research and teaching focus on business law, including mergers and acquisitions, corporate contracts, and corporate governance.

Her work has been published in Columbia Law Review, California Law Review, the University of Pennsylvania Law Review, Virginia Law Review, and Northwestern University Law Review, among others. Earlier in her career she practiced M&A law at Skadden.


Professor Matthew Jennejohn is a Professor of Law, Brigham Young University, J. Reuben Clark Law School. His research and teaching centers on mergers & acquisitions, technology alliances, contract theory, and corporate governance.

Earlier in his career he practiced at Shearman & Sterling and served as a law clerk for Vice Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery.


AWARDED UPON COMPLETION

You will receive:

  • A tombstone for your desk
  • CLE (5.5 hours) and CPE credit
  • Course certification for LinkedIn


SCHEDULE

This Master Class will run live online on
Monday November 22, 2021 from 10:00 am - 4:30pm (CST)