Overview
Construction joint ventures, properly conceived and implemented, enhance the marketing opportunities and organizational assets of the individual joint venturers, thereby enabling the joint venture to obtain and successfully complete larger, more complex projects than those the joint venturers could undertake individually. Construction joint ventures are excellent vehicles for combining various disciplines for a particular project and for including MBE, WBE and DBE participation. But, ill conceived or poorly implemented joint ventures can be disastrous for the project and potentially fatal for one or more of the individual joint venturers. This OnDemand Webinar focuses on best practices for the formation, structure and on-going governance of joint ventures, and emphasizes the decisions and safeguards that minimize the possibility of joint venture disasters.
Learning Objectives
• You will be able to define key economic terms of a joint venture.
• You will be able to explain joint venture governance.
• You will be able to discuss proprietary information and business secrets.
• You will be able to review dispute resolution within the joint venture.
Authors
Alan H. Goldstein, Ice Miller LLP
Azin Lotfi, Ice Miller LLP
Self Study Credit - OnDemand Webinar
| CC | 0.5 | | |
| CLE | 1.5 | AK, AZ, CA, IL, MT, NC, ND, OR, PA, TN, VA, VT, WA, WI | |
| CLE | 1.6 | AL, MS | |
| CLE | 1.8 | MO, WV | |
Self Study Credit - CD & Reference Manual
| CC | 0.5 | | |
| CLE | 1.5 | AK, AZ, CA, GA, ME, MT, ND, NV, OR, UT, VT, WA | |
| CLE | 1.8 | MO, WV | |
| CLE | 2 | CO | |
Self Study Credit - Podcast
| CLE | 1.5 | AK, CA, ME, MT, ND, NV | |
| CLE | 1.8 | MO, WV | |
Agenda
Overview of a Joint Venture
- Circumstances for Use
- JV Members and Combinations Thereof - Same Discipline Members; Mixed Discipline Members; MBE, WBE, DBE Participation
Key Economic Terms of a Joint Venture
- Initial and Subsequent Capitalization and Administration
- Allocation of Profits and Losses, and Timing of Distributions
- Establishment and Control of Joint Venture Bank Accounts
- Borrowing Against or Pledging Joint Venture Funds
- Defining Chargeable and Nonchargeable Costs as to the Joint Venture
- Insurance and Bonding Opportunities and Challenges
- Risk Allocation (Indemnification, Joint and Several Liability to Owner, Project Warranties and Correction of Defects)
- Rights and Responsibilities as to Tax Returns and Audits
- Breach of Obligation to Contribute and Maintain Required Capital
Joint Venture Governance
- Division of Services
- Management of the Project Appointment of Project Manager and Subordinate Positions, Authority of Management Personnel, Authority Over Personnel of Other Joint Venture Partners, Disclosure and Transmittal of Project Information Among Joint Venture Partners
- Management Committee Appointment and Selection of Representatives and Chair; Authority of Chair, Committee or Subcommittees; Voting Percentages of Joint Venture Participants; Requirements for and Frequency of Meetings
- Default by a Joint Venturer as to the Joint Venturer (Discussion of the Rights and Obligations of the Defaulting and Nondefaulting Party); by the Joint Venture as to The Party With Whom It Contracted
- Dispute Resolution Within the Joint Venture Forums - Litigation, Arbitration, Mediation; Timing; Settlement Problems in the Absence of Unanimity
Other Key Considerations
- Sharing and Disclosure of Proprietary Information and Business Secrets
- Solicitation of Other Joint Venturer's Employees
- Termination
- Attorney Representation of the Joint Venture - Understanding Who Is the Client; Actual and Potential Conflicts of Interest; Permitted and Prohibited Disclosure of Information by Counsel
Potential and Actual Disasters, and Tips for Best Practices
