Drafting Joint Venture Agreements: Deal Rationale, Partner Fit, Scope and Structure, Finances, Governance

JVs are widely used and not limited to an individual sector, industry, or geography. Joint ventures are useful for various reasons, including sharing costs and risks, developing new technology, and entering new markets. Joint ventures can take various forms and can be creatively structured to fit the desires and goals of the parties. In this webinar, our panel will discuss many vital considerations parties need to consider when deciding whether to enter into a JV and the various parameters governing such a relationship.

For instance, when considering the use of JVs, the parties must consider the deal rationale and structure the transaction to avoid unnecessary complexity. In addition, parties should consider avoiding a complex JV relationship where a more straightforward business arrangement with less shared control and complexity is advantageous. Parties to a JV must determine if the partners share corporate values and policies and a compatible long-term vision and strategy.

There is rarely a single best answer for how to structure a JV. There are often several viable options, and the parties must determine where to focus their attention. In particular, the legal document must detail the allocation of control, costs, profits, and risks, as well as contemplate both the long-term and day-to-day governance of the JV.

Listen as our panel provides strategies to counsel drafting JVs for various types of commercial transactions. The panel will focus on the elements necessary to create a workable agreement that will provide structure throughout the life of the JV. The panel will address the steps necessary to draft a commercial JV to answer the questions for each party to allocate risk and create clarity for an ongoing concern with best practices and practical advice.

I. Joint ventures generally

II. Elements

A. Deal rationale

B. Partner fit

C. Deal scope and structure

D. Finances

E. Governance

III. Specialty provisions

A. Exclusivity

B. Noncompetition

C. Deadlock

The panel will review these and other relevant topics:

• When is a JV appropriate for a business transaction?
• Before entering a JV, what are the parties' considerations for the deal rationale?
• What values and corporate policies must parties share for a successful future JV?
• How do parties to a JV appropriately narrow the scope of their agreement?
• How can JVs allocate costs, profits, future investments, and the subsequent risks in a JV agreement?
• What should parties think through when determining the governance structure of a JV?