Joint Ventures in U.S. Mining of Critical Minerals: Contracting Structures and, Regulatory and Tax Considerations

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Energy
- event Date
Thursday, February 15, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will guide energy professionals and industry participants on the market trends driving recent joint ventures (JVs) in the mining of critical minerals in light of initiatives for the production of batteries, semiconductors and clean energy technologies. The panel will examine structuring JVs and the strategic considerations such as contracting structures, tax incentives and the U.S. Inflation Reduction Act (IRA).
Faculty

Mr. Kiely is a partner in Mayer Brown’s New York office and a member of the Tax Transactions & Consulting practice. His practice covers a wide range of federal income tax matters with a particular focus on international and domestic asset and finance transactions, including leasing, project financing, infrastructure, syndications, asset-backed securitizations and M&A.

Ms. Seidl is a partner in Mayer Brown's Houston office and a member of the Infrastructure Investment group and Corporate & Securities practice. Her transactional practice is focused on stock and asset acquisitions and divestitures, mergers, joint ventures and similar transactions, including advising clients on corporate governance matters. Ms. Seidl represents clients in a broad range of industries, including energy companies, chemical companies, infrastructure investment vehicles and agriculture companies. She has significant cross-border transactional experience, specifically representing clients in the United States and Latin America. Her experience includes advising clients in energy and infrastructure investments in Colombia, Chile, Mexico, Peru and Argentina.

US and multinational companies seek J. Brandon Birdsall’s advice on mergers and acquisitions, divestitures and sales of business, joint ventures, carveout transactions, restructurings, commercial transactions and other corporate matters. With a prior background in litigation, he also continues to advise multinational companies on contractual and commercial disputes.

Mr. Coles heads Mayer Brown's Africa and Mining practices and co-heads the Global Projects practice. He concentrates his practice on all aspects of bank and debt finance, ranging from projects and other structured finance to commodities financing and restructuring. Mr. Coles's represents banks and other financial institutions, sponsors, and other participants in finance transactions throughout the world.

Mr. de Bernier serves as global co-leader of Mayer Brown’s Corporate & Securities practice. He is also actively involved in the firm’s “EC/VC” (emerging companies/venture capital) practice. Mr. de Bernier's practice focuses on M&A, venture capital, private equity and other corporate transactions, including joint ventures, recapitalization and restructuring. He also advises management and boards on corporate governance, risk management and regulatory matters.

Mr. Payne is a senior advisor in Mayer Brown's Washington DC office and a member of the Tax, Public Policy, Regulatory & Political Law and International Trade practices. He joined Mayer Brown from the US House of Representatives Committee on Ways and Means, where he held a number of staff leadership roles from 2007 to 2015, including serving as policy director.
Description
Clean energy technology deployment around the world highlights the strategic issue of security of critical minerals supply chains giving rise to increased competition for resources. Strategic JVs are entered into for U.S. mining of critical minerals based on various reasons, such as access to mining expertise, technology, cost sharing and local geographical considerations.
Economic, operational, and other challenges require JVs to spread costs, overcome limitations, and mitigate risks. These JVs may include direct investment by vehicle / battery manufactures, in addition to tradition supply chain mining companies.
The potential parties to a JV must weigh several considerations when determining what type of structure to use, including issues regarding transferability of the interests acquired, management, and tax. The parties must delineate the scope and purpose of the JV and define what business activities the JV can and cannot do, as well as address potential conflicts with the parties' other businesses.
Listen as our authoritative panel of energy and mining professionals discusses the market trends driving recent joint ventures for U.S. mining of critical minerals as well as structural considerations and IRA tax incentives. The panel will also examine several issues related to joint ventures, such as management and control, transferability, mutual interest provisions and consents.
Outline
- Market trends for JVs in mining of critical minerals
- Contractual structures; allocating liability and risk
- U.S. Inflation Reduction Act – Proposed Rule defining “Foreign Entity of Control” and Clean Vehicle Credit Exclusions
- Tax issues
Benefits
The panel will review these and other key items:
- What are the structuring alternatives for U.S. mining of critical mineral JVs?
- What are the primary terms to negotiate when structuring JVs for the mining of critical minerals?
- What are the formation and operational issues to address?
- What are the key recent updates to the U.S. Inflation Reduction Act?
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