PROGRAM OBJECTIVES
Complete this M&A course to:
Effectively structure joint ventures to maximize the economic benefit
Properly identify risks and manage exposure to liabilities
Head-off disputes and suboptimal dissolvements
Curriculum | Structuring Joint Ventures
Friday, October 18, 2024
10:00am - 4:30pm (CST)
Live Online
Determining the guiding principles
- Developing a strategic basis for joint 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 interests
- 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
Upon completion you will receive 5.5 CLE credit hours (if applicable) and a Certificate of Completion.
You will also be invited to join a confidential discussion space for exchanging ideas, best practices, recommendations, and information with other M&A Master Class alumni.
Faculty | M&A Negotiation Master Class
Sergio Letelier is Senior Vice President and Head of Corporate Development at Hewlett Packard Enterprise. Sergio is also an advisory board member of the Rice Alliance for Technology and Entrepreneurship at Rice University in Houston Texas.
Previously, he was Deputy General Counsel - Corporate, Securities and M&A, which included responsibility for Corporate Compliance and Governance matters as well as support for HPE’s worldwide Tax Department around corporate restructurings.
Mr. Letelier joined HP France’s legal department in 2002 as corporate lawyer. He subsequently joined HP’s Corporate, Securities and M&A EMEA section in 2004 and worked on a variety of M&A transactions, integrations, restructurings and governance matters before assuming the role of Corporate, Securities and M&A International Operations Director in 2008.
He earned a Master’s and a Postgraduate degree in Law from the University of Paris Pantheon-Sorbonne, a Master of Laws from the University of Cologne in Germany, and a Postgraduate degree in taxes and international financial strategy from HEC Paris.
He has been teaching for the Transaction Advisors Institute since 2018.
“This M&A Master Class provides a solid base for understanding and evaluating joint venture opportunities. A great introduction or enhancement to education on the topic."
Executive Director, Corporate Development
JLL
Head of Business Development and Licensing
Ascensia Diabetes Care
"I found the scope of coverage and level of detail and insight provided in this session to be extremely informative and helpful. I look forward to referencing the course materials when considering future JV structures for my organization."
General Counsel
Perfect Day
"This Master Class was full of very interesting ideas. It was also helpful to have such an interactive session and to learn from the experiences of other participants.”
Who Should Participate
M&A Master Classes are solely for public-company corporate development and integration leaders, in-house M&A counsel, chief financial officers, chief executive officers, board members, and private equity investors. See past M&A Conference Speaking Faculty. If you are a qualified corporate M&A professional.
Registrations for individuals who are not in-house M&A professionals will be canceled and refunded, less a $100 bank fee.
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