The third party in the room
Relative value, governance, and exit are conversations partners cannot easily have with each other. We have them for you, and the partnership survives them.
Merger & Joint Venture
Merger and joint venture advisory
for companies and principals
building together across borders.
Structure, valuation, governance, and the exit mechanics, agreed
while everyone is still friends. One firm, in confidence, across
jurisdictions. By introduction. In confidence.
Every joint venture is signed in optimism and tested in disagreement.
The work is writing the second day into
the first document.
We build the commercial logic in numbers, settle the relative value
of each side, design the governance that will actually govern, and document the whole arrangement, including how it ends. One firm coordinating counsel on both sides of the border.
The mandate suits private companies merging, corporates and families entering markets through a local partner, and principals combining assets or operations where neither side should simply sell to the other.
The venture takes several forms.
The cross-border joint venture
Your capability, their market. The structure decides whether it compounds or corrodes.
The merger of two private companies
Neither sells; both combine. Relative value is the hard conversation, and it is ours to run.
The market-entry partnership
A local partner where regulation, relationships, or reality requires one. Chosen and papered with care.
The strategic partnership with equity
Deeper than a contract, short of a merger. Cross-shareholdings and earn-in structures that keep both sides honest.
The family business combination
Two families, one enterprise. Governance matters twice as much when the shareholders share holidays.
The process.
Six phases, the same discipline every time.
Most ventures run four to eight months from logic to completion.
I
Screening
The conversation first, under NDA if you prefer. The two parties, the prize, and whether together genuinely beats alone. If it does not, we say so before the lawyers are paid to find out.
II
The logic
Why together, in numbers: the revenue, the cost, the capability, the time bought. Ventures built on strategy slides fail; ventures built on arithmetic get governed.
III
Valuation & the exchange
What each side brings, valued honestly, and the ownership that follows from it. The conversation both sides dread, run by a third
party so it can actually happen.
IV
Governance design
Board, reserved matters, deadlock, funding obligations, and exit mechanics, designed before signing. The document is written for the disagreement, not the announcement.
V
Documentation
Counsel instructed on both sides, the agreement negotiated whole, the schedules that matter treated as terms rather than paperwork.
VI
Completion & the first year
The entity live, the operating cadence set, the first board cycle run properly. Ventures are won or lost in year one's habits.
The venture that cannot survive the exit conversation before signing
will not survive it after. Have it now, on paper,
while it costs nothing.
Two into one, on terms.
The entity is easy. The terms beneath it are the venture.
Company A
the capability
Company B
the market
The joint entity
owned, governed, fundable
Governance
Deadlock
Exit mechanics
Agreed on day one, while agreement is cheap.
Two parties converge on an entity; the entity stands on three dashed boxes. The dashed boxes are dashed because most ventures never write them properly, and
it shows in year three.
Why Parties Engage Us
The logic, in numbers
The venture case built as arithmetic, not strategy language. What gets measured gets governed.
Governance that governs
Board design, reserved matters, deadlock, and funding obligations written for the disagreement, not the announcement.
Cross-border, natively
Two jurisdictions, two legal systems, one document set. Counsel coordinated on both sides by one firm.
The exit, designed in
Put and call options, first refusal, drag and
tag. How it ends is agreed while everyone
still likes each other.
Senior on the mandate
The people you meet are the people who run the process. Nothing is handed down.
The terms that decide everything.
The term
Why it decides everything
Board & reserved matters
Why it decides everything
Who controls the ordinary, and who can block the extraordinary. Most ventures
die in the space between.
Deadlock
Why it decides everything
Fifty-fifty means stuck unless the document says otherwise. Escalation, mediation, and the mechanism of last resort, chosen deliberately.
Funding obligations
Why it decides everything
Who must fund the next round, at what valuation, and what happens to the partner who cannot. Dilution is a governance event.
Exit mechanics
Why it decides everything
Put and call options, rights of first refusal, drag and tag. The only certainty about
a venture is that one day someone wants out.
The perimeter
Why it decides everything
Non-compete and non-solicit boundaries around the venture, so the partnership does not compete with its own parents.
Commonly structured as: incorporated joint ventures / contractual alliances / cross-shareholdings / earn-in structures
What we act on.
The firm acts on mergers, joint ventures, and strategic partnerships between private companies, corporates, families, and principals, typically cross-border, and typically where
the parties are peers rather than acquirer and target.
Where one side should simply buy the other, we will say so; that is a different mandate, and we run that one too.
Terms are set out plainly in the Engagement Agreement before any work begins.
Asked before most mandates.
Fifty-fifty or majority?
Fifty-fifty maximises alignment and manufactures deadlock; majority resolves deadlock and manufactures resentment. The
right answer follows from who carries the risk, and the governance
can fix most of what the split cannot.
How do we value what each side brings?
On the same basis, by the same hands, at the same time. Cash is easy; capability, brand, and market access are where ventures get quietly mispriced, and where we spend the effort.
What happens when we disagree?
Whatever the document says, which is why the document is written for that day. Escalation first, mechanism last, and a mechanism
both sides understood before they signed.
Can we get out?
Yes, on the terms designed in at the start: options, first refusal, valuation method, timing. A venture without an exit is not a partnership; it is a hostage arrangement.
What does cross-border add?
Two legal systems, two tax treatments, and usually a third jurisdiction for the entity itself. It is the firm's home ground, and the structure phase resolves it with counsel in each territory.
What does it cost?
The commercial terms are set out plainly in the Engagement Agreement before any work begins, with the substance of our fee settled at completion. There are no surprises in our paperwork. You should expect none in your partner's.
No public references.
The firm does not name clients, counterparties, or terms.
Not in marketing, not in conversation, not after the fact. The parties best placed to vouch for the work are the reason we will not ask them to. If discretion matters before the venture is public, it
should matter to the firm that drafts it.
Adjacent to this mandate.
Built together,
on paper first.
Every mandate begins with a conversation. Outline the two parties and the prize in confidence. If together genuinely beats alone, we will show you the structure that proves it. If it does not, we will say that too. Request an Introduction, in confidence. No obligation. An NDA is available before any detail is shared.