JV Negotiation Strategy and Facilitation: A Faster Path Forward

Why JV negotiations are uniquely challenging

JANUARY 2022 — Joint venture (JV) and partnership negotiations are a marathon, not a sprint. They typically take six to 18 months, and by the time a deal is signed, deal teams are exhausted, senior sponsors wonder what took so long, and all parties are left with little energy for the heavy lifting of setting up and launching the partnership.

There are several reasons negotiations take longer than expected. Corporate deal teams are often less experienced doing JVs, and JVs tend to be done on the side by executives already fully allocated to running the business. JVs and non-equity partnerships often involve resolving more complicated issues than a full acquisition – the parties not only need to agree on price and representations and warranties, but also must agree to many terms related to scope, exclusivity, intellectual property ownership, and the ongoing operation and governance of the partnership. Because JVs are less common than mergers and acquisitions (M&As), there is often a lack of benchmarks available on JV terms to help resolve disagreements on what is “market” or what terms should be included in the deal. Meanwhile, companies rarely use external advisors to help drive a disciplined deal process – relying solely on lawyers to help finalize a deal. While lawyers can endeavor to help clients navigate delicate negotiations, at the end of the day their duty of care prevents them from being neutral parties resolving issues.

Part of the problem is that effectively negotiating a partnership requires clearing answers to a variety of questions in advance. For instance, should a company negotiate exclusively with one counterparty or run parallel processes? How far should the parties advance joint business planning and technical feasibility studies before starting to negotiate contractual terms? Who should be in the room for deal negotiations, and what role should external advisors play? What negotiating tactics should a company use? What arguments should they bring to bear to convince potential partners of their views on key terms? These and other questions are not easy to answer.


Ankura has extensive experience negotiating and structuring JV and non-equity partners transactions to help clients get to a “good yes” or a “quick no” – saving time, money, and headaches. Specifically, we assist with JV negotiations in two ways.

1. Negotiation Strategy.  Ankura advises clients on how to maximize their leverage and get the deal they want done. This includes advice on what deal or terms to put on the table, when and how to negotiate, and who should negotiate (Exhibit 1). We also advise on the art of the possible – finding creative approaches or tactics to resolve seemingly intractable issues at the negotiating table. Our approach is grounded in meeting each partner’s core interests and working within each partner’s constraints to find a deal that works for all parties but still gives our clients the best deal possible. We leverage our proprietary databases, benchmarks on deal terms, analogous transactions, and diligence on how partners approach negotiations and deal terms to inform our advice and to give clients the tools and data to use during negotiations.

EXHIBIT 1: Negotiation Strategy


Negotiating Positions
Negotiation Positions

  • What are our “ideal” deal terms?
  • What do we anticipate are our partner’s “ideal” deal terms?
  • What is our best alternative to a negotiated agreement (BATNA)? Our partner’s?
  • What are our ingoing and walk-away positions on each key deal term? Where should we negotiate hard vs. be ready to trade?
  • How should concessions be prioritized?
  • To what extent will we be 100% candid about the potential sources of value in the partnership for us and our exit strategy?
  • If we are negotiating with multiple potential partners, how do we sequence, prioritize, and manage those negotiations to increase our leverage?

Negotiating Process
Negotiation Process

  • What is our timeline for interim deadlines like a term sheet and the deal overall? Do we have a drop-dead date to get this done?
  • Who within the potential partner is best to approach first about a potential venture? Who on our side will initiate the contact? How and what will they say?
  • What will our meeting/negotiation cadence be internally and with our counterparty, and what topics will we cover at each meeting?
  • What workstreams will we have internally and with our potential partner(s)? How will these workstreams connect to core deal negotiations?
  • What activities (e.g., analyses, studies) do we do with the partner vs. alone?
  • What approvals do we need and at what point in the process?

Negotiating Team
Negotiation Team

  • What is the size, composition, and percent-dedication of our negotiating team (e.g., small full-time team vs. larger part-time team)?
  • What is each individual’s role during the negotiation session (e.g., chair, topical expert)?
  • Do we have an executive champion in place who can set boundaries, resolve issues, and push the team to reach agreement?
  • When (and how) do we involve lawyers and other advisors (e.g., accountants, tax advisors) in the negotiation process?

© Ankura. All Rights Reserved.

2. Negotiation Facilitation.  Ankura facilitates JV and partnership negotiations. Unlike legal and other advisors who have responsibilities to a single client, Ankura can facilitate negotiations on behalf of all partners as a neutral third party; we can also do so while representing a single partner. As a facilitator, Ankura drives a disciplined deal process, preventing the downfall of many partnership transactions – lost momentum and delays in agreeing on a deal. Ankura further brings independent perspectives, decades of experience on JV and partnership deals, and benchmarks and data to the discussion to help resolve outstanding issues and develop creative solutions.  Having a negotiation facilitator helps partners get to yes faster and with a deal that is based on best practice.

Having Ankura as a JV advisor to help you navigate JV negotiations and structuring can save you time and energy and get you to a better deal. Interested in learning more about partnership negotiation strategy or negotiation facilitation? Contact James Bamford or Tracy Pyle.

How We Help: Transactions

We understand that succeeding in joint ventures and partnerships requires a blend of hard facts and analysis, with an ability to align partners around a common vision and practical solutions that reflect their different interests and constraints. Our team is composed of strategy consultants, transaction attorneys, and investment bankers with significant experience on joint ventures and partnerships – reflecting the unique skillset required to design and evolve these ventures. We also bring an unrivaled database of deal terms and governance practices in joint ventures and partnerships, as well as proprietary standards, which allow us to benchmark transaction structures and existing ventures, and thus better identify and build alignment around gaps and potential solutions. Contact us to learn more about how we can help you.

About the Authors

James Bamford

James Bamford is a Senior Advisor at Ankura based in Washington, DC. He joined Ankura with the firm’s 2020 acquisition of Water Street Partners, which he co-founded in 2008. Water Street Partners has been independently ranked as the number one global advisor on joint ventures since 2017. Prior to Water Street, he was global co-lead of the Joint Venture & Alliance Practice at McKinsey & Company.

Tracy Branding Pyle

Tracy Branding Pyle is a Managing Director at Ankura who specializes in helping organizations navigate complex transactions, and, in particular, joint venture-related transactions. She works with a wide array of U.S. and international companies across industries to help them structure, negotiate, approve, and launch joint ventures to set these ventures up for success. She additionally advises on governance of individual joint ventures and portfolios of joint ventures to help companies to minimize risk, increase efficiencies, and find value. Prior to joining Ankura, Tracy practiced law at Hogan Lovells, where she advised clients on joint ventures, public and private mergers and acquisitions, and corporate governance matters. Tracy is based in Washington, DC.


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