JV Alchemist Editorial Team

Overview of issues, key deal terms, and sample contract language related to intellectual property when structuring a JV.

Process for structuring control in a JV via the governance model.

Framework and ordered set of questions on tax and accounting issues for non-subject matter experts that are involved in structuring a JV.

This guide is part of the Structuring the JV Agreement Series.

The purpose of this memo is to summarize seven common JV ownership and control models – including a number of creative constructs designed to meet different shareholder needs for control, to better manage uncertainties around the value of contributions (such as products under development or IP), and to accommodate future differences in shareholder appetites for JV growth and investment.

Overview of issues, deal terms, and sample contract language related to structuring information and audit rights.

High-level set of questions for selecting the corporate form for a new JV.

Generating a robust set of deal options. Using the “Deal Wheel” to drive 5 key analyses. Case examples, templates, and checklists to support deal teams.

Governance practices that CalPERS believes all JV Boards should adopt.