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 | 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 Competition.

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 | Structuring 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 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.  

Additional Course Materials | Structuring Joint Ventures

Cross Border Joint Ventures: Exit and Buyout Provisions
This discussion covered a range of strategic, financial, and governance considerations that are critical for joint ventures with varying partnership levels between the parties including; the structure of exit and buyout mechanisms, one-way and two-way buyout rights, auction/shoot-out approaches, and methods for unwinding a joint venture.

  • Patrick Bombach, Vice President and Associate General Counsel, Corporate Legal Group, Intel Corporation
  • Jonathan Duckles, Director, Senior Legal Counsel, SoftBank
  • Nicole Kelsey, General Counsel and Secretary, Amyris

Cross Border Joint Ventures: Structuring
This discussion covered mechanisms to address regulatory, cultural, and operational considerations within the structure of the transaction.

  • Andrew Gratz, Associate General Counsel, Commercial & Strategic Transactions, LyondellBasell
  • Marie Quintero-Johnson, Vice President and Director, Global Mergers & Acquisitions, The Coca-Cola Company
  • Maria Green, Independent Director, WEC Energy Group

Cross Border Joint Ventures: Governance
This discussion covered board structures, management incentives, dispute resolution mechanisms, and other governance considerations.

  • Doug Barnard, Senior Vice President, General Counsel, and Secretary, CF Industries
  • Jonathan Duckles, Director, Senior Legal Counsel, SoftBank
  • Michael Hartman, Senior Vice President, Assistant General Counsel, AT&T

Structuring Joint Ventures and Minority Investment
This discussion looked at regulatory, cultural, and transactional differences given the desired level of control and dispute resolution mechanisms and other enforcement approaches, particularly with respect to exit/buyout provisions, in both domestic and cross-border transactions.

  • Andrew Gratz, Associate General Counsel, Commercial & Strategic Transactions, LyondellBasell
  • Darin Bassin, Executive Vice President, General Counsel and Corporate Development, CBS Interactive
  • Jaakko Sulander, Head of M&A Legal, Nokia Corporation

  • 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 at JLL

  • 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 at Ascensia Diabetes Care

  • 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.

    General Counsel at Perfect Day


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