Joint Venture Consulting and Advisory

Designing More Durable JV Agreements: Injecting Elasticity into Exclusivity and Non-Competition Clauses

WHEN HONEYWELL restructured its highly-successful joint venture in Japan with Yamatake in 1990, the dealmakers included vaguely-defined scope and exclusivity terms – a decision that ultimately contributed to the end of the 40-year partnership. These terms allowed both Honeywell and the JV to compete in “Other ...

Governing a Portfolio of Joint Ventures: How Do You Measure Up?

A DECADE AGO, we established a set of objective tests to allow companies to calibrate how well they are governing their portfolios of joint ventures. At the time, many companies were waking up to the materiality, risks, and untapped performance potential of their joint ventures, especially those that the ...

Fixing Flawed Environmental Clauses in Joint Venture Legal Agreements

COMPANIES IN THE OIL AND GAS, chemicals, and mining sectors are among those with the highest environmental, social, and governance (ESG) risk profile². Concern about this risk profile is growing significantly among investors, who no longer appear willing to accept certain behaviors as the cost of doing ...

Joint Venture Governance Index: Calibrating Joint Venture Governance Strength

TWELEVE YEARS AGO, we co-authored with CalPERS a set of guidelines for joint venture governance.¹ At the time we argued, and still believe, that good governance in joint ventures strongly correlates with sustained financial performance, sound management of risks, and the ability of JVs to adapt to the changing ...

Running for the Exits: Getting Joint Venture Exit Right

JOINT VENTURE (JV) EXIT is a key issue for dealmakers and corporate executives whose portfolios contain material JVs spanning the globe.One way or another, companies eventually exit their JV investments – sometimes sooner than expected. Recent analysis of JV lifespan data shows that newer vintages of JVs are ...

Shareholder Representatives in JVs: Legal Proxy, Accountable Executive, or Muddying Interloper?

IN CERTAIN INSTANCES, a company will appoint an individual to serve as its “Shareholder Representative” to a joint venture. The basic premise is that the Shareholder Representative is expected to act as the company’s agent with regard to the venture – a role that is empowered but not necessarily limited to ...

Innovation in Joint Ventures: Do or Die?

IN INDUSTRIES LIKE HIGH-TECH, telecommunications, and healthcare, innovation is critical to sustained competitiveness and performance. Joint ventures operating in these fast-moving markets often must compete with innovation machines like IBM, and with PE-backed startups. In our experience, the ownership ...

JV Dealmaking: When to Kick the Can Down the Road

IMAGINE YOU HAVE been tasked with negotiating a joint venture agreement. Months of grueling negotiations have consumed significant resources and have led to agreement between your company and the counterparty on all but a couple of items. These items will require significant work to resolve and are critical to ...

Consolidation Joint Ventures: Why to Consider These Deals

SOMETHING BIG SEEMS TO BE happening at corporate lunch counters the world over. We’ve recently been involved in a series of client conversations involving the formation of new consolidation JVs – that is, ventures to combine mature businesses into a jointly-owned entity. The oil and gas industry, beset by low ...

WATER STREET PARTNERS

WATER STREET ON TRANSACTIONS

WATER STREET ON GOVERNANCE