Structuring Successful Joint Ventures: Navigating Formation, Capital, Control and Other Complexities

Selecting the Right Partner and Legal Structure, Negotiating Corporate Governance

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, June 3, 2014
Recorded event now available


This CLE webinar will examine the key legal considerations for forming a successful business joint venture (JV), including the appropriate legal structure for the JV, capital contributions, corporate governance issues and management and control issues. The panel will offer strategies for minimizing legal and financial risks when negotiating and structuring the JV arrangement.

Description

Joint venture arrangements between businesses are on the rise, driven by changes in economic and market conditions and for strategic expansion into new markets. While the JV model offers several advantages, failure to carefully negotiate and structure the JV could create problems and legal liabilities for all parties to the venture down the road.

Structuring and documenting the JV arrangement to define the appropriate legal form, capital contributions, who has access to what information, corporate governance requirements, and how to deal with cross-border issues involves complex legal and financial issues.

Listen as our panel of corporate attorneys explains the legal issues that need to be considered at the formation of a business JV to minimize risk for the parties. The panel will offer effective strategies for determining the JV legal structure, establishing a governance and control protocol for the venture, and minimizing financial and legal liabilities.

Outline

  1. Types of joint ventures
  2. Deciding whether to form a joint venture
  3. Negotiating and structuring the joint venture
    1. Selecting a JV partner
    2. Determining the best legal structure
    3. Cash in/cash out—and the business plan
    4. Governance and control issues
    5. Allocating financial and legal liabilities
    6. Ancillary agreements
    7. Exit and other unwind considerations
  4. Considerations for international joint ventures

Benefits

The panel will review these and other key questions:

  • What are the current legal trends regarding the establishment and operation of JVs?
  • How should governance and control issues be determined?
  • What risk allocation and risk shifting measures should be included in the JV ancillary agreement to protect JV partners?

Faculty

Greg L. Beattie, Founder
Veritas Corporate Law, Berkeley, Calif.

Mr. Beattie’s practice focuses on corporate and technology law, emphasizing private company representation, mergers, acquisitions and strategic joint ventures, raising capital, technology and trademark licensing, protection and transfers, investor representation, and securities and commercial law. He represents a broad spectrum of hardware, software and internet based companies, food and beverage companies including several wineries, cleantech/greentech companies, investment firms, and a variety of others, often serving as their general counsel.

David L. Forney, Partner
K&L Gates, Washington, D.C.

Mr. Forney has nearly 30 years’ experience as a strategic joint venture and M&A attorney, specializing in “company side” representation. His experience includes numerous domestic and international joint venture and alliance transactions for public and private clients, such as Carrier Corporation, PPG Industries, Inc., Wheeling Pittsburgh Steel Corporation, and the Voest-Alpine unit of Siemens. Joint venture and M&A transaction value experience range up to U.S. $1 billion and commercial contracts arrangements range up to several U.S. billion, both in non-public transactions.

Stephen I. Glover, Partner
Gibson Dunn & Crutcher, Washington, D.C.

Mr. Glover is Co-Chair of the Firm’s Mergers and Acquisitions Practice, and a member of the firm's Corporate Transactions Practice and Capital Markets Practice Groups.  He has an extensive practice representing public and private companies in complex mergers and acquisitions, joint ventures, equity and debt offerings and corporate governance matters. Mr. Glover was named the 2014 Washington, D.C. M&A Lawyer of the Year by The Best Lawyers in America®. His clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries.

Artur Kluz, Partner
Metropolitan Capital Solutions, Warsaw, Poland

Mr. Kluz has over 13 years of diversified legal and investment experience in global markets expansion, international transactions and multi-jurisdictional corporate governance derived from working and advising on projects in Europe, the US, the Middle East and Southeast Asia. He has overseen the legal aspects of growth capital and private equity investments, as well as the structuring, drafting and negotiating of joint ventures, strategic alliances, investment partnerships and M&A transactions.


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Mergers and Acquisitions Law Advisory Board

Charles H. Baker

Partner

DLA Piper

Igor Kirman

Partner

Wachtell Lipton Rosen & Katz

Kevin C. Logue

Partner

Paul Hastings Janofsky & Walker

Mark D. Williamson

Principal

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