Partner Partner Partner Partner +1 202 263 3241 +1 202 263 3241 +1 202 263 3241 + 1 202 263 3038 + 1 202 263 3038 + 1 202 263 3038 rgoeke@mayerbrown.com rgoeke@mayerbrown.com 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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• Developing and • Developing and • Defining parties’ • Defining parties’ • Renegotiating • Renegotiating • Advice on ongoing • Advice on ongoing • Going public • Going public negotiating term negotiating term roles and roles and terms as roles and terms as roles and governance matters governance matters • Addition of new partners sheets to establish contributions interests change • Helping to define & • Helping to define & agreement on key agreement on key • Buy-out of a partner’s • Buy-out of a partner’s • Structuring to meet • Structuring to meet • Establishing • Establishing business terms business terms resolve disputes resolve disputes interest interest the parties’ the parties’ employee benefits employee benefits informally informally • Advising on detailed • Advising on detailed operational, tax operational, tax and agreements and agreements • Selling all or part of a JV • Selling all or part of a JV • Advising and legal issues, such as and accounting • Helping to protect, • Helping to protect, or its assets to new or its assets to new mechanics of dispute mechanics of dispute assisting in assisting in goals goals investors investors license and exploit license and exploit resolution resolution mediating disputes mediating disputes • Conducting • Conducting developed IP developed IP • Winding down and • Negotiating • Negotiating • Litigating for parties • Litigating for parties antitrust and other antitrust and other • Negotiating distribution of assets distribution of assets Negotiating contracts that secure if necessary legal and customer, supplier, customer, supplier, commitments, commitments, regulatory review regulatory review • Bankruptcy and • Bankruptcy and • Evaluating IP rights • Evaluating IP rights real estate and real estate and provide options, and provide options, and restructuring restructuring • Reviewing cross- • Reviewing cross- inside and outside inside and outside other contracts other contracts align incentives align incentives venture venture border issues border issues • Advising on with • Preparing legal Advising on with • Resolving • Resolving • IP assessment and • IP assessment and local and local and documentation as documentation as employment employment planning planning international international needed to form needed to form disputes and disputes and regulations regulations entities and establish entities and establish • Evaluating third- commercial commercial ownership rights ownership rights • Cybersecutity and party rights and party rights and Cybersecutity and disputes restrictions restrictions data privacy advice data privacy advice 3 3
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 4
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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. 12 12
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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; otherwise it becomes difficult to resolve differences. otherwise 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. 23 23
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