Joint Ventures & Strategic Partnerships

can arise for a number of different reasons and purposes, and can be structured in a variety of ways. We are highly experienced in giving clients the very best advice in relation to the many and varied elements of such arrangements

Strategic Rationale:
- a. Motivations & Constrains
- b. Risks & Opportunities
- c. Strategic/Investment Goals
- d. Build-Buy-Ally Analysis
- e. Partnership specific Goals
- f. Strategic Case:
  - i. Desired Business Model:
    - Vertical Cooperation
    - Horizontal Cooperation
    - Project Cooperation
    - Functional Cooperation
  - ii. Desired Design:
    - Strategy & Scope
    - Control, Governance and Organization
    - Accounting & Financial
    - Legal Structure
  - iii. Desired Ownership Structure:
    - Non-Equity Corporate Alliance (Contractual Arrangement)
    - Equity minority Investments
    - Equity Joint Venture

Partner Screening, Scouting & Selection:
- a. Screening Criteria
- b. Desk Research and Analysis
- c. Scouting & Filtering Potential partners
- d. Select Candidates

Partner Engagement:
- a. Partner Approaching (Draft and Execute NDA)
- b. Strategic Partner High Level Due-Diligence
- c. Strategic, Financial & Cultural Compatibility
- d. Business Case and Preliminary Valuation
- e. Negotiation Strategy & Template
- f. Draft & Execution of Letter of Intention (LOI)
Deal Structuring and Closing:
- a. Detailed Due-Diligence
- b. Definitive Business Case & Valuation
- c. Joint Development Business Plan:
- d. Partnership Governance:
- e. Draft of Partnership Agreement (JVA in case of Joint Ventures)
- f. Internal Approvals
- g. Negotiation & Agreement Closing
- h. Communication: Internal and Market

General Considerations:
- a. Dispute Resolution
- b. Methods for Contributing Assets
- c. Competition & Anti-Trust Law
- d. Foreign Ownership Restrictions
- e. Employee Transfers and Benefits
- f. Exit & Termination:
  - i. Transfer of Interest
  - ii. Intellectual Property Considerations
  - iii. Covenants Not to Compete