This course provides a practical understanding of the primary business objectives and legal considerations in equity co-investing and the formation of joint ventures (“JVs”) as well as 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 investments 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 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. The course will also provide a general background of private equity structures and strategies.
25% Class Participation
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 or interpretations of select provisions of a joint venture agreement using a hypothetical fact pattern and client goals based on readings and class discussions on the applicable topic(s). There will be a third and final assignment to be completed as a take-home final which will require students to analyze a hypothetical fact pattern and documents using the knowledge gained over the course of the semester
It is strongly suggest students take Business Organizations/Associations as a pre-requisite or at a minimum concurrently with the course.
Vaughn, Leslie Gillette 
Withers, Sarah K. 