This course will be taught entirely online via Zoom.
This course provides a practical understanding of the primary business objectives and legal considerations in forming joint ventures (“JVs”) and the core legal documents commonly used to govern them. While the form and terms of a JV can widely vary, we will focus primarily on JVs carried out through separate legal entities and, with a few exceptions, assume the JV and JV parties are US entities. Throughout the semester, students will not only gain an understanding of common business and legal terms negotiated in the formation of a JV, but also see how those concepts are translated into the form of a legal agreement using model documents (primarily the limited liability company agreement or shareholders agreement). We will also use select facts pertaining to real life JVs (primarily Hulu) to illustrate the areas of possible tension or alignment between JV parties and how different types of JV partners (financial vs. strategic) bring different contributions and concerns to the table.
25% Class Participation/Weekly Quiz - At the beginning of the semester, each student will be assigned a "client" (or in some case a succession of similarly situated clients) out of the ownership of Hulu LLC and students may be called on to discuss the core components of the topic at hand (Ownership Structures, Governance, Transfer Rights, etc.) or the objectives and considerations of their specific client in respect of said topic. There will also be a 5 question multiple choice comprehension quiz on canvas to be completed once a week.
75% Drafting Exercises (3 total) - Over the course of the semester students will complete two drafting exercises where they will be asked to review and propose revisions to a select provisions of a joint venture agreement based on the Hulu fact pattern provided at the beginning of the semester and their assigned client’s goals and concerns as set forth in the readings and class discussions on the applicable topic(s). The "final" will be a take home assignment to draft a complete Letter of Intent/Term Sheet with respect to Hulu on behalf of a client based on readings, class discussions and a limited set of additional set of facts. Each student will receive feedback on the substance of the drafting as well as practical tips for clear and concise drafting.
It is strongly suggest students take Business Organizations/Associations as a pre-requisite or at a minimum concurrently with the course.
Vaughn, Leslie Gillette 