Effectively structure deals to maximize the economic benefit
Properly identify the risks and manage exposure to liabilities
Head-off disputes and antitrust investigations
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
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 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.
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.