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

TESTIMONIALS

"This  M&A Master Class provides a solid basis for understanding and evaluating joint venture opportunities. A great introduction or enhancement to education on the topic."
Executive Director, Corporate Development (EMEA), JLL

"I found the scope of coverage and level of detail and insight provided in this session to be extremely informative and helpful. Thank you to instructors Cathy Hwang and Matthew Jennejohn for your preparation. I look forward to referencing the course materials when considering future JV structures for my organization."
Head of Business Development and Licensing, Ascensia Diabetes Care 

"The knowledgeable session leaders did a great job of extracting insights from the participants--this engagement really adds to the lecture element."
Strategy and Corporate Development, Bloomberg

"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, Amyris

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