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Introduction
Course Introduction
- Business development and M&A leaders must master the front-end art of joint venture negotiation training to select the right partners, structure balanced equity and governance arrangements and negotiate term sheets that protect long-term value before any binding contract is signed. This JV deal structuring excellence programme provides rigorous frameworks for partner evaluation, contribution valuation, risk allocation and term sheet development that create the foundation for successful jointly owned entities. Participants develop capability to manage complex negotiations, balance competing interests and produce clear, commercially sound term sheets that enable efficient transition to legal documentation. This course can be facilitated in London, Dubai, Kuala Lumpur, Nairobi, and other major business centres on client-preferred dates.
Why Choose This Course?
- • Identify and evaluate potential joint venture partners using structured criteria that assess strategic fit, cultural alignment, financial strength and operational capability
• Design balanced equity structures and contribution valuations that reflect the relative value of each partner’s inputs while creating sustainable economic alignment
• Develop clear governance frameworks and decision rights at the term sheet stage that prevent future disputes and enable efficient management of the joint venture
• Structure risk allocation, liability provisions and exit mechanisms in term sheets that protect partner interests while maintaining commercial viability of the proposed venture
• Lead effective negotiation processes that manage deal dynamics, build trust and achieve term sheets that serve as a solid foundation for subsequent legal documentation
• Integrate digital deal rooms and AI-assisted due diligence tools into the structuring process to improve speed, rigour and quality of partner evaluation and term sheet preparation
Who Should Attend ?
- • Heads of Corporate Development and M&A Directors accountable for originating and structuring new joint venture opportunities at strategic level
• Deal Structuring Managers and Commercial Leads responsible for leading partner selection, equity structuring and term sheet negotiations
• Business Development Managers and Joint Venture Structuring Managers tasked with evaluating opportunities, negotiating key commercial terms and preparing term sheets
• Finance and Valuation Managers supporting contribution valuation, financial modelling and economic term development in JV structuring processes
• Senior Deal Analysts and Structuring Analysts conducting partner due diligence, financial analysis and term sheet drafting support
• Deal Analysts and Business Development Analysts supporting opportunity screening, data analysis and documentation preparation under senior guidance
5 Days
20 Jul – 24 Jul 2026
Kuala Lumpur
£3,685
Choose the date and location that suits you:
Learning Objectives
- By the end of this programme, participants will be able to:
• Structure joint venture equity and governance arrangements that align partner incentives and protect long-term commercial value across multi-party JV structures
• Develop comprehensive term sheets that clearly define equity splits, governance rights, economic terms and risk allocation before legal documentation begins
• Conduct rigorous partner evaluation and due diligence processes that assess strategic fit, financial capacity, cultural compatibility and operational capability
• Apply joint venture valuation methodology to fairly assess and document the value of each partner’s contributions to the proposed venture
• Design risk allocation frameworks at the term sheet stage that balance protection for all parties with the commercial requirements of the joint venture
• Lead structured negotiation processes that manage competing interests, build trust and produce commercially balanced term sheets ready for legal drafting
• Integrate digital deal rooms and AI-assisted due diligence tools into partner evaluation and structuring workflows to improve rigour and efficiency
• Prepare clear transition documentation and briefing materials that enable seamless handover from structuring teams to legal and contract drafting functions
Course Delivery Approach
- • Interactive workshops focused on partner evaluation, equity structuring and term sheet development using realistic joint venture opportunity scenarios
• In-depth analysis of successful and challenged JV structuring processes with emphasis on negotiation dynamics, term sheet quality and downstream implications
• Simulation exercises requiring participants to evaluate partners, negotiate key commercial terms and produce term sheets under realistic time and stakeholder pressure
• Collaborative group projects developing end-to-end structuring proposals including partner assessment reports, term sheet drafts and negotiation strategies
• Masterclasses on specialised topics including contribution valuation, governance design at term sheet stage and managing multi-party negotiations
• Personal JV structuring projects applying programme frameworks directly to participants’ current or pipeline opportunities with expert facilitation and peer review
Course Syllabus
- MODULE 01
Strategic Rationale and Opportunity Screening for Joint Ventures
• Examining the strategic drivers that lead organisations to pursue joint ventures rather than acquisitions, organic growth or contractual partnerships
• Defining clear criteria for screening potential joint venture opportunities against corporate strategy, risk appetite and resource availability
• Identifying the key commercial and operational questions that must be resolved at the structuring stage before significant resources are committed
• Establishing processes for early-stage opportunity assessment that filter out unsuitable ventures before detailed partner engagement begins
• Recognising the resource, management attention and opportunity cost implications of pursuing joint venture structures
• Mapping the typical timeline and key decision gates from opportunity identification through to signed term sheet
MODULE 02
Partner Selection Criteria and Strategic Fit Assessment
• Designing structured frameworks for evaluating potential joint venture partners against strategic, financial, operational and cultural dimensions
• Establishing processes for gathering and analysing information on prospective partners including capabilities, track record and reputation
• Assessing cultural compatibility, management style alignment and long-term strategic intent between potential partners
• Managing the implications of asymmetric information and partner motivations during early-stage evaluation
• Developing criteria for shortlisting and prioritising potential partners before formal engagement begins
• Building organisational capability to conduct disciplined partner evaluation that reduces the risk of selecting unsuitable counterparts
MODULE 03
Due Diligence and Partner Evaluation Processes
• Designing comprehensive due diligence frameworks tailored to the joint venture context that address financial, operational, legal and reputational dimensions
• Establishing processes for planning, coordinating and interpreting due diligence findings to inform structuring and negotiation decisions
• Managing the interaction between internal analysis, external advisers and partner-provided information during the evaluation phase
• Integrating digital deal rooms and AI-assisted due diligence tools to improve the speed and depth of partner assessment
• Identifying red flags and material issues that should influence partner selection or term sheet positions
• Building organisational capability to conduct rigorous, efficient due diligence that supports confident structuring decisions
MODULE 04
Equity Structuring and Contribution Valuation
• Applying joint venture valuation methodology to assess the fair value of each partner’s proposed contributions to the venture
• Designing equity split structures that reflect relative contributions while creating appropriate incentives for ongoing performance
• Establishing processes for documenting and agreeing valuation assumptions and methodologies with all prospective partners
• Managing the implications of different contribution types including cash, assets, intellectual property and ongoing services
• Developing frameworks for addressing valuation disputes and reaching commercially acceptable equity arrangements
• Building organisational capability to produce defensible and mutually acceptable equity structures at the term sheet stage
MODULE 05
Governance and Decision Rights Design at Term Sheet Stage
• Designing high-level governance frameworks that define board composition, voting rights and key decision-making authorities
• Establishing the scope of reserved matters and veto rights that protect fundamental partner interests without paralysing operations
• Developing principles for balancing partner representation with the need for efficient day-to-day management of the joint venture
• Managing the implications of different governance models on control, information flow and dispute prevention
• Documenting governance principles in term sheets in sufficient detail to guide subsequent legal drafting
• Building organisational capability to design governance arrangements that support both partner protection and operational effectiveness
MODULE 06
Economic Terms and Value Sharing Mechanisms
• Designing economic terms that govern profit distribution, loss allocation and capital return mechanisms within the joint venture
• Establishing frameworks for addressing future capital requirements and the implications for ownership and control
• Developing principles for performance-based incentives, promoting structures and other mechanisms that align partner interests with venture success
• Managing the implications of different economic arrangements on partner behaviour, risk appetite and long-term alignment
• Documenting key economic principles in term sheets that provide clear direction for legal and financial documentation
• Building organisational capability to negotiate economic terms that create sustainable value for all partners
MODULE 07
Risk Allocation and Liability Structuring in Term Sheets
• Identifying the principal risks that should be addressed at the term sheet stage including construction, operational, market and partner-related risks
• Designing high-level risk allocation principles that assign responsibility and liability in a commercially balanced manner
• Establishing frameworks for addressing contingent liabilities, indemnities and insurance requirements at the structuring stage
• Managing the implications of different risk allocation approaches on partner willingness to proceed and on subsequent legal documentation
• Documenting agreed risk allocation principles in term sheets to reduce later negotiation friction
• Building organisational capability to structure risk allocation that protects partner interests while enabling the venture to proceed
MODULE 08
Term Sheet Development and Key Commercial Terms
• Designing comprehensive term sheet structures that capture all material commercial, governance and risk allocation agreements in clear, concise language
• Establishing processes for drafting, reviewing and iterating term sheets with internal stakeholders and prospective partners
• Managing version control, issue tracking and negotiation of outstanding points during the term sheet phase
• Integrating legal, financial and commercial perspectives into cohesive term sheet documents that serve as effective instructions for legal drafting
• Developing protocols for obtaining internal approvals and partner sign-off on term sheets before proceeding to contract phase
• Building organisational capability to produce high-quality term sheets that minimise downstream legal and commercial disputes
MODULE 09
Negotiation Strategy and Deal Dynamics Management
• Developing structured approaches to JV negotiation that balance assertive pursuit of commercial interests with relationship-building requirements
• Establishing processes for preparing negotiation positions, identifying trade-offs and managing concessions during term sheet discussions
• Managing multi-party dynamics, cultural differences and power imbalances that commonly arise in joint venture negotiations
• Developing techniques for breaking deadlocks, reframing issues and maintaining momentum towards agreed term sheets
• Integrating internal stakeholder management with external negotiation processes to maintain alignment and decision-making speed
• Building organisational capability to lead complex, multi-party negotiations that produce commercially sound and relationship-preserving outcomes
MODULE 10
Transition to Legal Documentation and Post-Term Sheet Process
• Establishing clear processes for transitioning from agreed term sheets to legal documentation phases
• Developing comprehensive briefing materials and instructions that enable legal teams to draft agreements efficiently and accurately
• Managing the interaction between structuring teams and legal counsel during the contract drafting phase to maintain commercial intent
• Identifying common areas where term sheet ambiguity creates downstream issues and developing practices to minimise such gaps
• Establishing protocols for managing changes requested during legal drafting that protect the commercial deal agreed at term sheet stage
• Building organisational capability to manage the critical handover from deal structuring to legal execution with discipline and clarity
Organisational Impact
- • Higher quality joint venture opportunities reaching term sheet stage through more disciplined partner evaluation and structuring processes
• Reduced time and cost in legal documentation phases through clearer, more complete term sheets that minimise ambiguity
• Stronger protection of commercial interests through robust risk allocation and governance design at the earliest stage of JV formation
• Improved ability to manage complex, multi-party negotiations while preserving relationships and deal momentum
• Sustainable improvement in JV origination and structuring capability that increases the probability of successful, value-creating joint ventures
• Enhanced organisational reputation with potential partners through professional, well-prepared structuring processes
Personal Impact
- • Advanced practical expertise in joint venture partner evaluation, equity structuring and term sheet negotiation at a strategic level
• Enhanced ability to lead complex multi-party negotiations and manage competing interests to achieve commercially balanced outcomes
• Clearer professional pathway towards Head of Corporate Development, M&A Director, Deal Structuring Director and similar senior business development leadership roles
• Immediately applicable skills in due diligence design, contribution valuation and term sheet development that strengthen current deal execution capability
• Expanded perspective on JV structuring dynamics, negotiation strategy and transition to legal processes that support long-term career relevance
• Greater personal confidence and credibility when leading JV structuring discussions, advising internal stakeholders and representing the organisation in partner negotiations
• General Notes
• Sector customisation available on request
• Training material provided
• Elevoris Certificate of Training issued to all participants
• Optional post-programme advisory coaching available
• Joint venture structuring success is determined long before any contract is signed. The quality of partner selection, equity design, governance principles and term sheet clarity directly determines whether a joint venture creates lasting value or becomes a source of friction and underperformance. This programme provides participants with the frameworks, negotiation discipline and structuring rigour required to originate and shape joint ventures that stand the test of time.
• Enrol now in the Joint Venture Negotiation & Structuring Excellence programme to develop the partner evaluation expertise, term sheet mastery and deal leadership capability required to structure high-quality joint ventures from the very beginning.
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