Gerard Baynham

As a partner at Water Street Partners, Gerard runs the Joint Venture Advisory Group (JVAG) and the Joint Venture Deal Advisor (JVDA). JVAG and JVDA are Water Street Partners’ membership groups for executives overseeing JVs and partnerships, JV CEOs and management teams, and dealmakers negotiating JVs and partnerships. In this role, Gerard seeks to ensure that these groups help to address their members’ key issues.

Recent Posts

Structuring Joint Venture and Partnership Transactions: The Top 10 Joint Venture Ownership and Control Models

By Gerard Baynham | Monday, April 25, 2016

OWNERSHIP AND CONTROL are pivotal terms in negotiating a successful Joint Venture agreement. The simplest way to structure these provisions is by using what we refer to as the Standard Form Joint Venture or Proportionate Model – i.e., where each party’s ownership and control are proportionate to the value of its initial and planned future contributions, and where each company’s level of control (e.g., number of board seats, voting and veto rights, management team slots) is directly proportionate to its ownership level. It’s simple, predictable and, in our experience, the easiest model to communicate, consummate, govern, and manage. 

Read More

BHP, Vale & Brazil Miner Samarco: In JVs, Liability is Never Clean

By Gerard Baynham | Thursday, November 19, 2015

EARLIER THIS MONTH, Samarco Mineracao S.A., the iron-ore mining joint venture of BHP Billiton Ltd. (the world’s largest miner) and Vale S.A. (Brazil's largest miner), suffered a catastrophic "tailings dam" rupture which, according to The Wall Street Journal, spilled roughly 60 million cubic meters of water and iron ore waste across rural areas of Minas Gerais state. Tragically, at least 17 people are known to have been killed. Obviously, the liability of the involved parties will be determined by Brazil’s legal courts. The company and its parents will also undoubtedly be tried in the court of public opinion.

Read More

How to Pay Joint Venture CEOs (Hint: For these Companies, Carl Icahn is Wrong)

By Gerard Baynham | Wednesday, November 11, 2015

IN A RECENT POLICY paper sent to Donald Trump and others in Washington and on Wall Street, Carl Icahn expressed concern over the widening compensation gap between CEOs and the average American worker, and the level of job security CEOs enjoy irrespective of results. While there may be reason for concern, the story is much different when considered for joint venture companies.

Read More