Negotiating Joint-Ventures

About the Course:

Forging a joint-venture is a means to leverage the skills, resources and relationships of the partners involved. In fact, many of the world's most successful companies were built on a foundation of a partnership between their founders. Examples include:

  • Steve Jobs and Steve Wozniak (Apple)
  • Larry Page and Sergey Brin (Google)
  • Gordon Moore and Bob Noyce (Intel)
  • Ben Cohen and Jerry Greenfield (Ben & Jerry's)
  • Bill Gates and Paul Allen (Microsoft)

However, ill-conceived or ill-structured joint-ventures can lead to the implosion of the business, the loss of invested capital, the destruction of friendships and litigation. When crafting a joint-venture agreement the following are among the issues that should be crystalized:

  • Legal entity
  • Purpose and scope of the joint-venture
  • Capital structure and capital contributions
  • Governance
  • Dealings between partners and joint-ventures
  • Human resources
  • Puts and calls
  • Transferability of interests
  • Dissolution / termination

This webinar provides guidance relative to questions such as:

  • Is it prudent to operate the joint-venture as a trial before negotiating a joint-venture agreement?
  • Should one lawyer be retained to negotiate the agreement with both partners?
  • Should contributions of infrastructure be credited for equity or should fees for such contributions be received by the contributing party?
  • How can joint-venture agreements be drafted to allow both parties to use assets of the JV for separate business interests independent of the JV?
  • What are the risks for using a "shot gun" buyout mechanism for the less wealthy partner? What remedies are available to this partner?
  • Which is more preferable to the selling partner - "rights of first offer" or "rights of first refusal"?
  • What are event options and how should they be used in joint-venture agreements?

Course Leader: Kenneth A. Gerasimovich, Shareholder, Greenberg Traurig, LLP

Kenneth A. Gerasimovich has broad experience representing domestic and multinational corporations and private equity funds in mergers, acquisitions and sales of public and private companies, divisions and assets. His practice includes a broad range of related corporate matters including tender and exchange offers, proxy contests, stock and asset acquisitions and divestitures, joint ventures, special committee representations, Private Investment in Public Equity (PIPEs) and other corporate transactions, as well as general corporate advisory work.

Course Length: Approx. 1.5 hours

$295.00 PER USER

Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at