Project & Joint-Venture Structures

Joint-venture, sponsor and project-company structures that align partners on control, capital and risk for energy, minerals and real-asset projects.

Projects bring together parties who need one another but do not share every priority: sponsors, co-investors, operators, lenders and sometimes public agencies. The structure decides how decisions are made, who funds what and what happens when plans change.

We design and negotiate the agreements that hold a project or venture together, from formation through development and operation.

What we handle

  • Joint-venture and partnership agreements
  • Project-company and special-purpose vehicle formation
  • Sponsor, development and management agreements
  • Capital calls, funding obligations and dilution
  • Deadlock, buyout and exit provisions
  • Coordination with financing and offtake arrangements

How we work

We start by identifying where partners’ incentives may diverge over the life of the project, then build governance and economic terms that address those points in advance.

Related experience

  1. Manufacturers of a high-profile brand fan in a $500M deal with a private equity firm. The fan manufacturer is the leading manufacturer of high-volume, low-speed industrial fans, lights, and control systems. With approximately 500 patents and patent applications worldwide, as well as hundreds of trademarks, the company places an emphasis on energy efficiency for industrial, commercial and residential use.The fan manufacturer is the leading manufacturer of high-volume, low-speed industrial fans, lights, and control systems. With approximately 500 patents and patent applications worldwide, as well as hundreds of trademarks, the company places an emphasis on energy efficiency for industrial, commercial and residential use.

  2. Served as counsel and a founding equityholder of Freespeech, helping launch the venture at SXSW. Continued advising Jason Fertel on DealBurner, including its incorporation and sale to CityPockets.

  3. Represented GigLocator and founder James Proud in company matters and the sale of the business

Prior results do not guarantee a similar outcome. Representative matters may include work performed at prior law firms.

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Align the partners before the project breaks ground.

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