Our Corporate and Securities Group has participated in a large number of joint venture and strategic alliance transactions. We have worked on significant transactions in virtually every major industry, including entertainment and media, medical, healthcare and pharmaceutical, technology, manufacturing, financial services, automotive, industrial and building materials. We have represented both investors and the entities themselves in the structuring, formation, implementation, governance and winding up of a variety of domestic and international ventures and strategic alliances.
We understand the unique issues that confront these enterprises and those who invest in them. Working closely with our colleagues in other disciplines such as tax, antitrust and intellectual property, we help our clients develop, negotiate and implement the appropriate structure, capitalization and governance for their diverse needs. In addition, if the venture involves a regulated industry, such as healthcare, telecommunications or financial services we rely on the unique and extensive expertise of our colleagues who practice in these areas.
We regularly counsel clients regarding non-competition and exclusivity provisions, buy/sell provisions, exit strategies and with respect to the addition or removal of members. The depth and breath of our experience in this area, as well as our willingness to creatively deal with unusual issues, provide a sound basis to represent any party to a joint venture or strategic alliance transaction.
The following are a sampling of the representative matters we have handled:
- Degussa Corporation and its German parent, Degussa AG, in the negotiation of a joint venture partnership with Engineered Carbons, Inc. to form Degussa Engineered Carbons L.P., one of the largest producers of carbon black in the NAFTA region.
- A publicly-traded cable company in connection with several joint ventures to form new cable channels, including content license agreements with joint venture partners, channel distribution agreements, and marketing, management and other commercial arrangements.
- A medical practice in a joint venture with a hospital to finance, develop and operate a hospital-based ambulatory surgery center, including negotiation of Confidential Offering Memorandum and LLC Operating Agreement and advice through our health care regulatory practice team regarding healthcare regulatory issues.
- A number of joint ventures involving the development, commercialization, supply and licensing of pharmaceutical products.
- A paper products company in the disposition of a joint venture operating in Singapore, Australia and China.
- Representation of German-based currency arbitrage advisory firm in formation of global joint venture with a large bank.
- Representation of a university medical center in the formation of a joint venture with a national leader in developing mathematical-driven models to improve supply-side efficiency.
- Representation of a university medical center in the formation of a joint venture with a technology company for development of proprietary technology.