Structuring Joint Ventures | November 2021

This M&A Master Class will focus on the specific decisions, information, and actions that will likely be required during the formation of a joint venture.

FACULTY

Cathy Hwang, Professor of Law, University of Virginia Law School and Visiting Faculty at the University of California Berkeley School of Law. Her teaching and research centers on business law, including mergers and acquisitions and corporate governance. She has also taught at the University of Utah and was an academic fellow at the Rock Center for Corporate Governance, a joint initiative of Stanford Law School and the Graduate School of Business.

Matthew Jennejohn, 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. 

CURRICULUM

I. Joint venture strategy considerations

  1. Developing a strategic basis for joint ventures
  2. Using an equity structure v. a joint commercial agreement
  3. Typical JV capital structures and associated rights
  4. Asset contributions and risk allocations
  5. Financial contributions from participants
  6. Models for financial sponsor involvement / external debt
  7. Securing strategic value from the joint venture​

II. Governance for joint venture investments

  1. Founding management teams and contributed employees
  2. Leadership team incentive compensation
  3. Employees transfers vs. secondments vs. hiring
  4. Investment committee and management rotations
  5. Structuring financial controls and audit rights
  6. Board structures and fiduciary duties
  7. Navigating regulatory and antitrust considerations

III. Determining frameworks for disputes and dissolving a joint venture

  1. Alignment of voting rights and economic interests
  2. Minority rights and escalation processes
  3. Call options and other control / exit rights
  4. Buyout structuring including auctions / shoot-out approaches
  5. Wind-down methods / ongoing commercial agreements
  6. Measuring financial or strategic returns from joint ventures
  7. Guest Q&A: Lessons learned & insights

WHY ATTEND

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

- Increase your expertise and ability to add value to your company's corporate development process

CLE and CPE credit will be available.

WHO SHOULD ATTEND

The curriculum is designed for public company corporate development directors, in-house M&A counsel, strategy and finance managers, and those in similar roles with 10+ years of professional experience and responsibility for M&A activities. Familiarity with M&A concepts and methods is prerequisite knowledge.

SCHEDULE

This M&A Master Class will be taught live online from 10:00am - 4:30pm CT on:

- Monday November 22, 2021

 

Members of the Transaction Advisors Institute leverage the collection of knowledge at TransactionAdvisors.com and enjoy preferred access to the programs we host throughout the year. If your Membership is not current,we will contact you to pay your annual dues.

For questions, contact ENassar@TransactionAdvisors.com / +1 (312) 625-2702.

Tuition is nonrefundable, but if you are not able to attend we will make every effort to transfer your tuition to a future program, of similar or lesser value, for a period of one year. You may also transfer your registration to another individual within your organization, upon our approval. Additional Terms & Conditions apply.