Partner Partner Partner Partner +1 202 263 3241 +1 202 263 3241 - - PowerPoint PPT Presentation

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Partner Partner Partner +1 202 263 3241 Partner + 1 202 263 3038 +1 202 263 3241

rgoeke@mayerbrown.com

+ 1 202 263 3038 +1 202 263 3241

rgoeke@mayerbrown.com

+ 1 202 263 3038

challab@mayerbrown.com challab@mayerbrown.com

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions. logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

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• Defining parties’
• Developing and
• Renegotiating
• Advice on ongoing
• Going public
• Defining parties’

roles and

• Developing and

negotiating term

• Renegotiating

terms as roles and

• Advice on ongoing

governance matters

• Going public

roles and contributions negotiating term sheets to establish agreement on key terms as roles and interests change governance matters

• Helping to define &
• Addition of new partners
• Structuring to meet

agreement on key business terms

• Establishing
• Helping to define &

resolve disputes

• Buy-out of a partner’s
• Structuring to meet

the parties’ business terms

• Establishing

employee benefits resolve disputes informally

• Buy-out of a partner’s

interest the parties’

• perational, tax
• Advising on detailed

employee benefits and agreements informally interest

• Selling all or part of a JV
• perational, tax

and accounting goals

• Advising on detailed

legal issues, such as mechanics of dispute and agreements

• Helping to protect,
• Advising and

assisting in

• Selling all or part of a JV
• r its assets to new

goals mechanics of dispute resolution

• Helping to protect,

license and exploit assisting in mediating disputes

• r its assets to new

investors

• Conducting

resolution license and exploit developed IP mediating disputes investors

• Conducting

antitrust and other

• Negotiating

developed IP Negotiating

• Litigating for parties
• Winding down and

distribution of assets antitrust and other legal and regulatory review

• Negotiating

contracts that secure commitments,

• Negotiating

customer, supplier,

• Litigating for parties

if necessary distribution of assets regulatory review commitments, provide options, and customer, supplier, real estate and

• Evaluating IP rights
• Bankruptcy and
• Reviewing cross-

provide options, and align incentives real estate and

• ther contracts
• Evaluating IP rights

inside and outside

• Bankruptcy and

restructuring

• Reviewing cross-

border issues align incentives

• ther contracts

Advising on with inside and outside venture restructuring border issues

• IP assessment and
• Preparing legal

documentation as

• Advising on with

local and venture

• Resolving
• IP assessment and

planning documentation as needed to form local and international

• Resolving

employment planning needed to form entities and establish international regulations employment disputes and

• Evaluating third-

party rights and entities and establish

• wnership rights

regulations Cybersecutity and disputes and commercial party rights and restrictions

• wnership rights
• Cybersecutity and

data privacy advice commercial disputes

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restrictions data privacy advice

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More than half of CEO’s surveyed plan to enter into a joint venture over the next year More than half of CEO’s surveyed plan to enter into a joint venture over the next year More than 1,500 JV deals completed annually in the past 10 years More than 1,500 JV deals completed annually in the past 10 years More than 1,500 JV deals completed annually in the past 10 years 10% percent of JV deals involve large JVs (with an initial value of more than US$250 10% percent of JV deals involve large JVs (with an initial value of more than US$250 million million

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– Negotiate documentation with a shared understanding of the JV’s structure, – Negotiate documentation with a shared understanding of the JV’s structure, management and operations. management and operations. – Do not be reluctant to anticipate and address possible areas of disagreement and – Do not be reluctant to anticipate and address possible areas of disagreement and contingencies. contingencies. – Institute performance monitoring metrics and mechanisms – avoid the build up of – Institute performance monitoring metrics and mechanisms – avoid the build up of problems. problems. – Institute appropriate conciliation and resolution mechanisms. – Institute appropriate conciliation and resolution mechanisms. – Create clear policies and guidelines. Consider local legal issues in cross-border – Create clear policies and guidelines. Consider local legal issues in cross-border situations. situations. – Establish thoughtful legal strategies to manage various business outcomes AND – Establish thoughtful legal strategies to manage various business outcomes AND thoughtful business strategies to handle various legal outcomes. thoughtful business strategies to handle various legal outcomes.

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• (1) Whether resolution through arbitration is the most efficient mechanism
• (1) Whether resolution through arbitration is the most efficient mechanism

depends on nature of dispute and jurisdictions involved; depends on nature of dispute and jurisdictions involved; depends on nature of dispute and jurisdictions involved;

• (2) Mechanisms are needed for resolution before formal dispute resolution;
• (2) Mechanisms are needed for resolution before formal dispute resolution;
• therwise it becomes difficult to resolve differences.
• therwise it becomes difficult to resolve differences.
• (3) Inadequate consideration to the specific process to be followed may result in
• (3) Inadequate consideration to the specific process to be followed may result in

more costly or inefficient dispute resolution than desired. more costly or inefficient dispute resolution than desired.

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