Complete this M&A course to:

  • Effectively structure deals to maximize the economic benefit

  • Properly identify the risks and manage exposure to liabilities

  • Head-off disputes and antitrust investigations


Curriculum

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

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.

After Professor Hwang completed her J.D. at the University of Chicago Law School, she joined the mergers and acquisitions practice at Skadden, Arps, Slate, Meagher and Flom in New York. 

She has been teaching for the Institute since 2021.  


Professor Matthew JennejohnProfessor 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.

He has been teaching for the Institute since 2021.  

Schedule 

This M&A Master Class is on-demand. The class recording is 5.5 hours.


Awarded Upon Completion

A course certification for LinkedIn.

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.



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 (EMEA)

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.

Head of Business Development and Licensing

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.

Vice President, Senior Transactions Counsel

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