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Joint Ventures

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This document is an advertisement for a two-day seminar on negotiating and structuring joint ventures and strategic alliances. It provides details on the seminar topics, speakers, schedule, location, and registration fees. More and more companies are forming joint ventures and strategic alliances for benefits like flexibility, tax advantages, and customized benefits for participants. The seminar will focus on key elements of these complex deals, structural considerations, drafting agreements, special intellectual property issues, and marketing alliances. It concludes with a case study and discussion of recent legal developments. Registration is $795 and includes course materials.

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Law Journal Seminars Pre-Sort Standard 345 Park Avenue South U.S. Postage New York, New York 10010 PAID L a w Permit No. 21 Burlington, VT J o u r n a l YES, please register me for the Negotiating and Structuring Joint Ventures & Strategic Alliances seminar on June 11 & 12, 2001, the New York Marriott Marquis Hotel, New York City, #315A1. S e m i n a r s Registration fee, including course book — $795. Return Form with payment to Law Journal Seminars Each additional registrant from same company/firm — $695. 345 Park Avenue South, New York, NY 10010 P r e s e n t s I cannot attend the seminar, but I would like to order: Coursebook for $75 (#315) Audio Cassettes for $395 Video Cassettes for $495 CLE credit by self-study is not available to transitional attorneys in New York. Audio & video cassette Negotiating and orders include coursebook. Orders will be shipped after the seminar and will not be processed until payment is received. Residents of CA, CT, DE, FL, GA, IL, MA, NJ, NY, PA, TX, and Washington, DC, please add appropriate sales tax to book and cassette orders. Make checks payable to Law Journal Seminars. Check enclosed for $_______ Bill Me Bill My Firm/Company Charge my American Express VISA MasterCard Card No. ________________________________________ Exp. Date ___________ Signature ___________________________________________________________ Telephone Number ( ) ___________________________________________ Structuring Joint Ventures e-mail Address ______________________________________________________ Please indicate additional registrants on your firm's stationery. OL NM & Strategic Alliances June 11 & 12, 2001 Negotiating and The New York Marriott Marquis Hotel New York City Structuring Joint Ventures Earn CLE Credit Beginning its ninth season, this program details the latest strategies and techniques used in these complex deals. Special sections include: & Strategic Alliances Strategic Partner Equity Investments Marketing and Distribution Alliances Lessons from Winners June 11 & 12, 2001 Case Study and Mock Negotiation The New York Marriott Marquis Hotel New York City LAW JOURNAL SEMINARS Quality Programming for Experienced Attorneys
More and more joint ventures and Program Schedule Negotiating and strategic alliances are being formed because of their flexibility, favorable tax attributes and benefits that can be tailored to the participants. First Day: I. 9:30 - 9:45 Introduction (Harroch) June 11 & 12, 2001, The New York Marriott Marquis Hotel VI. 2:30 – 3:15 Special Issues in Strategic Alliances Involving Technology Related Companies (Harroch • Raysman) Structuring Joint Ventures In addition, these arrangements can help a II. 9:45 - 10:45 Structural Considerations (Lieberman • Pelster) A. Structure of recent deals A. Choice of entity—limited partnership, joint venture, B. Scope of alliance/impact on other alliances growing company acquire a cash infusion or corporation, limited liability company C. Exclusivity obtain marketing, distribution and manufacturing B. Liability considerations D. Payments partners. C. Antitrust issues E. Custom ownership & Strategic Alliances The Negotiating and Structuring Joint Ventures & Strategic Alliances seminar focuses on the most important elements of these D. Confidentiality agreements 10:45 - 11:00 Coffee Break III. 11:00 - 11:15 Letters of Intent and Term Sheets (Harroch) IV. 11:15 - 12:15 Drafting Joint Venture Agreements (Glover • Wasserman) A. Scope of the venture 3:15 - 3:30 VII. 3:30 - 4:15 F. Term G. Affiliate deals Coffee Break Strategic Partner Equity Investments (Olton • Prague • Roth) complex deals. After an important preliminary June 11 & 12, 2001 discussion of structural considerations, the expert faculty will identify and explain B. Initial capital contributions C. Follow-up capital requirements A. Structure B. Goals of strategic partnership the key elements involved in drafting joint venture agreements. Special sections on D. Veto rights C. Preferred stock terms The New York intellectual property and marketing & distribution alliances are also included. E. Management F. Dispute resolution D. Marketing and distribution agreements E. Special rights as a shareholder Marriott Marquis Hotel The strategic alliances section of the program will include a case study and mock negotiation to help put the complex information into practice. The program will G. Buy-outs H. Termination of the venture VIII. 4:15 – 5:00 Marketing and Distribution Alliances (Kurtyka) A. Online affiliate agreements I. Special issues for LLC agreements B. Obligations of parties New York City conclude with a session on current legislative developments and recent case law. 12:15 - 1:30 Lunch on your own V. 1:30 – 2:30 Special Issues Related to Intellectual Property C. Commitments of resources D. Dedicated resources Faculty (Epstein • Jenett) E. Advertising A. Co-ownership issues F. Compensation Co-Chairs: B. Infringement analysis Second Day: C. IP due diligence IX. 9:00 - 10:00 Lessons from Winners: Addressing Business Issues in Richard D. Harroch Stephen I. Glover D. Special issues in license agreements Structuring Alliances (Harper) Orrick, Herrington & Sutcliffe LLP Gibson, Dunn & Crutcher LLP San Francisco, CA Washington, DC 1. Scope X. 10:00 - 11:15 Case Study and Mock Negotiation: Strategic Alliance 2. Exclusivity (Aquila • Buffone) 3. Term 11:15 - 11:30 Coffee Break Francis J. Aquila C. Matthew Olton 4. Royalty payments XI. 11:30 - 12:30 Current Case Law and Legislative Developments Sullivan & Cromwell Corporate Counsel 5. Termination Affecting Joint Ventures and Strategic Alliances New York City EMC Corporation E. Patent and copyright issues (Hering • Tuthill) Hopkinton, MA Steven P. Buffone Gibson, Dunn & Crutcher LLP William C. Pelster New York City Skadden, Arps, Slate, Meagher & Flom LLP New York City Information www.lawjournalseminars.com—Register Online Earn CLE Credit Listening to Michael A. Epstein Phone: (800) 888-8300, ext. 9191 or (212) 313-9191 Fax: (212) 481-8276 Tuition Assistance Weil, Gotshal & Manges LLP Ronald Prague E-mail: seminars@amlaw.com Web Site: www.lawjournalseminars.com Tuition assistance is based on need and is available upon application. Special considera- Audio Cassettes and Watching New York City Senior Attorney Mail: 345 Park Avenue South, New York, NY 10010 tion is given to public interest lawyers, government lawyers and recently admitted solo Video Tapes! Converged Communications Division When you register by phone, fax, or e-mail, please give the following information: the name of practitioners. To receive an application form, please call our Registrar at (800) 888- Neil Harper Intel Corp. the seminar; the dates and location; the seminar number; and the code above your name on the 8300, ext. 9191 or (212) 313-9191 or e-mail to seminars@amlaw.com. Professional audio and video cassette recordings Associate Principal Parsippany, NJ mailing label. McKinsey & Company, Inc. Substitutions and Cancellations of this seminar will be available shortly after the Hotel Accommodations and Course Site Substitutions may be made at any time. Cancellations are accepted and registration fees program. The cost of the audio cassettes is $395 and New York City Richard Raysman Law Journal Seminars does not arrange hotel accommodations. A block of hotel rooms has refunded (less a $75 cancellation fee) if notice is received on or before 5:00 PM (Eastern the cost of the video cassettes is $495. Both sets Brown Raysman Millstein Felder & Steiner LLP been reserved for each conference. To make your reservation for preferred treatment and rates, Louis G. Hering New York City time), June 4, 2001. No refunds will be granted after this time. All registration fees must include the seminar course materials and all postage you may write or call the hotel directly, mentioning the name of the seminar and Law Journal be paid before the first session. Morris, Nichols, Arsht & Tunnell Seminars. The special rates will only be available until one month prior to the seminar. The and handling charges. Please see the registration form Wilmington, DE Audrey M. Roth If, for any reason, Law Journal Seminars cancels this seminar, it is not responsible for seminar will be held at the New York Marriott Marquis Hotel, 1535 Broadway (between 45th for ordering details. All orders must be pre-paid. All Goodwin, Procter & Hoar LLP & 46th Streets), New York, NY 10036. Phone: (212) 398-1900, Fax: (212) 704-8930. any travel, hotel accommodations, or other costs incurred by the registrant. cassettes are sold with a money back guarantee if Bruce W. Jenett Boston, MA Registration fee including course materials: $795 Please contact our Registrar at (212) 313-9191 if you need information about registering returned within 10 days of delivery. Heller Ehrman White & McAuliffe LLP at the door or if you do not receive a written confirmation of your registration. Additional registrant from same firm/company: $695 Menlo Park, CA Walter C. Tuthill Law Journal Seminars has been certified by the Morris, Nichols, Arsht & Tunnell All fees are payable upon receipt of invoice unless payment accompanies registration application. Sponsorship & Exhibition Opportunities: Display your company’s products and Ruthanne Kurtyka Wilmington, DE Continuing Legal Education Credit services to a targeted audience. Sponsorship and exhibition opportunities are available for New York State Continuing Legal Education Board as breakfasts, luncheons, cocktail receptions and tabletop displays. For more information, an Accredited Provider of audio and video cassette Kaye, Scholer, Fierman, Hays & Handler, LLP This program has been approved for experienced attorneys in accordance with the requirements New York City Craig M. Wasserman of the New York State Continuing Legal Education Board for a maximum of 10.5 credit hours. CLE please call Jill Winder at (212) 313-9009. recordings. Each set of cassettes is equal to 10.5 CLE Wachtell, Lipton, Rosen & Katz credit for this program is not available for transitional attorneys in New York. About American Lawyer Media: Headquartered in New York City, ALM is a leading credits in New York. CLE credit by self-study is not Nancy A. Lieberman New York City We certify that this seminar has been approved for MCLE credit by the State Bar of California in the integrated media company, focused on the legal industry. ALM currently owns and publishes available to transitional attorneys in New York. Skadden, Arps, Slate, Meagher & Flom LLP amount of 9 credits. Law Journal Seminars is a State Bar of California provider. 25 national and regional legal magazines and newspapers, including The American The following states offer CLE credit for self-study: CA, CO, FL, New York City Law Journal Seminars will apply for approval of seminars in states requiring continuing education, Lawyer, The National Law Journal, and Law Technology News. ALM’s other busi- MO, MT, NM, ND, NY, OR, TX, WA, and WV. Please consult your subject to the rules, regulations and restrictions dictated by those state organizations. For specific nesses include book, custom and newsletter publishing, production of legal trade shows and local bar association for specific information. information about CLE contact Margaret Ross at (212) 313-9034 or e-mail to cle@amlaw.com. conferences, educational seminars and distribution of content related to the legal industry.

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Joint Ventures

  • 1. Law Journal Seminars Pre-Sort Standard 345 Park Avenue South U.S. Postage New York, New York 10010 PAID L a w Permit No. 21 Burlington, VT J o u r n a l YES, please register me for the Negotiating and Structuring Joint Ventures & Strategic Alliances seminar on June 11 & 12, 2001, the New York Marriott Marquis Hotel, New York City, #315A1. S e m i n a r s Registration fee, including course book — $795. Return Form with payment to Law Journal Seminars Each additional registrant from same company/firm — $695. 345 Park Avenue South, New York, NY 10010 P r e s e n t s I cannot attend the seminar, but I would like to order: Coursebook for $75 (#315) Audio Cassettes for $395 Video Cassettes for $495 CLE credit by self-study is not available to transitional attorneys in New York. Audio & video cassette Negotiating and orders include coursebook. Orders will be shipped after the seminar and will not be processed until payment is received. Residents of CA, CT, DE, FL, GA, IL, MA, NJ, NY, PA, TX, and Washington, DC, please add appropriate sales tax to book and cassette orders. Make checks payable to Law Journal Seminars. Check enclosed for $_______ Bill Me Bill My Firm/Company Charge my American Express VISA MasterCard Card No. ________________________________________ Exp. Date ___________ Signature ___________________________________________________________ Telephone Number ( ) ___________________________________________ Structuring Joint Ventures e-mail Address ______________________________________________________ Please indicate additional registrants on your firm's stationery. OL NM & Strategic Alliances June 11 & 12, 2001 Negotiating and The New York Marriott Marquis Hotel New York City Structuring Joint Ventures Earn CLE Credit Beginning its ninth season, this program details the latest strategies and techniques used in these complex deals. Special sections include: & Strategic Alliances Strategic Partner Equity Investments Marketing and Distribution Alliances Lessons from Winners June 11 & 12, 2001 Case Study and Mock Negotiation The New York Marriott Marquis Hotel New York City LAW JOURNAL SEMINARS Quality Programming for Experienced Attorneys
  • 2. More and more joint ventures and Program Schedule Negotiating and strategic alliances are being formed because of their flexibility, favorable tax attributes and benefits that can be tailored to the participants. First Day: I. 9:30 - 9:45 Introduction (Harroch) June 11 & 12, 2001, The New York Marriott Marquis Hotel VI. 2:30 – 3:15 Special Issues in Strategic Alliances Involving Technology Related Companies (Harroch • Raysman) Structuring Joint Ventures In addition, these arrangements can help a II. 9:45 - 10:45 Structural Considerations (Lieberman • Pelster) A. Structure of recent deals A. Choice of entity—limited partnership, joint venture, B. Scope of alliance/impact on other alliances growing company acquire a cash infusion or corporation, limited liability company C. Exclusivity obtain marketing, distribution and manufacturing B. Liability considerations D. Payments partners. C. Antitrust issues E. Custom ownership & Strategic Alliances The Negotiating and Structuring Joint Ventures & Strategic Alliances seminar focuses on the most important elements of these D. Confidentiality agreements 10:45 - 11:00 Coffee Break III. 11:00 - 11:15 Letters of Intent and Term Sheets (Harroch) IV. 11:15 - 12:15 Drafting Joint Venture Agreements (Glover • Wasserman) A. Scope of the venture 3:15 - 3:30 VII. 3:30 - 4:15 F. Term G. Affiliate deals Coffee Break Strategic Partner Equity Investments (Olton • Prague • Roth) complex deals. After an important preliminary June 11 & 12, 2001 discussion of structural considerations, the expert faculty will identify and explain B. Initial capital contributions C. Follow-up capital requirements A. Structure B. Goals of strategic partnership the key elements involved in drafting joint venture agreements. Special sections on D. Veto rights C. Preferred stock terms The New York intellectual property and marketing & distribution alliances are also included. E. Management F. Dispute resolution D. Marketing and distribution agreements E. Special rights as a shareholder Marriott Marquis Hotel The strategic alliances section of the program will include a case study and mock negotiation to help put the complex information into practice. The program will G. Buy-outs H. Termination of the venture VIII. 4:15 – 5:00 Marketing and Distribution Alliances (Kurtyka) A. Online affiliate agreements I. Special issues for LLC agreements B. Obligations of parties New York City conclude with a session on current legislative developments and recent case law. 12:15 - 1:30 Lunch on your own V. 1:30 – 2:30 Special Issues Related to Intellectual Property C. Commitments of resources D. Dedicated resources Faculty (Epstein • Jenett) E. Advertising A. Co-ownership issues F. Compensation Co-Chairs: B. Infringement analysis Second Day: C. IP due diligence IX. 9:00 - 10:00 Lessons from Winners: Addressing Business Issues in Richard D. Harroch Stephen I. Glover D. Special issues in license agreements Structuring Alliances (Harper) Orrick, Herrington & Sutcliffe LLP Gibson, Dunn & Crutcher LLP San Francisco, CA Washington, DC 1. Scope X. 10:00 - 11:15 Case Study and Mock Negotiation: Strategic Alliance 2. Exclusivity (Aquila • Buffone) 3. Term 11:15 - 11:30 Coffee Break Francis J. Aquila C. Matthew Olton 4. Royalty payments XI. 11:30 - 12:30 Current Case Law and Legislative Developments Sullivan & Cromwell Corporate Counsel 5. Termination Affecting Joint Ventures and Strategic Alliances New York City EMC Corporation E. Patent and copyright issues (Hering • Tuthill) Hopkinton, MA Steven P. Buffone Gibson, Dunn & Crutcher LLP William C. Pelster New York City Skadden, Arps, Slate, Meagher & Flom LLP New York City Information www.lawjournalseminars.com—Register Online Earn CLE Credit Listening to Michael A. Epstein Phone: (800) 888-8300, ext. 9191 or (212) 313-9191 Fax: (212) 481-8276 Tuition Assistance Weil, Gotshal & Manges LLP Ronald Prague E-mail: seminars@amlaw.com Web Site: www.lawjournalseminars.com Tuition assistance is based on need and is available upon application. Special considera- Audio Cassettes and Watching New York City Senior Attorney Mail: 345 Park Avenue South, New York, NY 10010 tion is given to public interest lawyers, government lawyers and recently admitted solo Video Tapes! Converged Communications Division When you register by phone, fax, or e-mail, please give the following information: the name of practitioners. To receive an application form, please call our Registrar at (800) 888- Neil Harper Intel Corp. the seminar; the dates and location; the seminar number; and the code above your name on the 8300, ext. 9191 or (212) 313-9191 or e-mail to seminars@amlaw.com. Professional audio and video cassette recordings Associate Principal Parsippany, NJ mailing label. McKinsey & Company, Inc. Substitutions and Cancellations of this seminar will be available shortly after the Hotel Accommodations and Course Site Substitutions may be made at any time. Cancellations are accepted and registration fees program. The cost of the audio cassettes is $395 and New York City Richard Raysman Law Journal Seminars does not arrange hotel accommodations. A block of hotel rooms has refunded (less a $75 cancellation fee) if notice is received on or before 5:00 PM (Eastern the cost of the video cassettes is $495. Both sets Brown Raysman Millstein Felder & Steiner LLP been reserved for each conference. To make your reservation for preferred treatment and rates, Louis G. Hering New York City time), June 4, 2001. No refunds will be granted after this time. All registration fees must include the seminar course materials and all postage you may write or call the hotel directly, mentioning the name of the seminar and Law Journal be paid before the first session. Morris, Nichols, Arsht & Tunnell Seminars. The special rates will only be available until one month prior to the seminar. The and handling charges. Please see the registration form Wilmington, DE Audrey M. Roth If, for any reason, Law Journal Seminars cancels this seminar, it is not responsible for seminar will be held at the New York Marriott Marquis Hotel, 1535 Broadway (between 45th for ordering details. All orders must be pre-paid. All Goodwin, Procter & Hoar LLP & 46th Streets), New York, NY 10036. Phone: (212) 398-1900, Fax: (212) 704-8930. any travel, hotel accommodations, or other costs incurred by the registrant. cassettes are sold with a money back guarantee if Bruce W. Jenett Boston, MA Registration fee including course materials: $795 Please contact our Registrar at (212) 313-9191 if you need information about registering returned within 10 days of delivery. Heller Ehrman White & McAuliffe LLP at the door or if you do not receive a written confirmation of your registration. Additional registrant from same firm/company: $695 Menlo Park, CA Walter C. Tuthill Law Journal Seminars has been certified by the Morris, Nichols, Arsht & Tunnell All fees are payable upon receipt of invoice unless payment accompanies registration application. Sponsorship & Exhibition Opportunities: Display your company’s products and Ruthanne Kurtyka Wilmington, DE Continuing Legal Education Credit services to a targeted audience. Sponsorship and exhibition opportunities are available for New York State Continuing Legal Education Board as breakfasts, luncheons, cocktail receptions and tabletop displays. For more information, an Accredited Provider of audio and video cassette Kaye, Scholer, Fierman, Hays & Handler, LLP This program has been approved for experienced attorneys in accordance with the requirements New York City Craig M. Wasserman of the New York State Continuing Legal Education Board for a maximum of 10.5 credit hours. CLE please call Jill Winder at (212) 313-9009. recordings. Each set of cassettes is equal to 10.5 CLE Wachtell, Lipton, Rosen & Katz credit for this program is not available for transitional attorneys in New York. About American Lawyer Media: Headquartered in New York City, ALM is a leading credits in New York. CLE credit by self-study is not Nancy A. Lieberman New York City We certify that this seminar has been approved for MCLE credit by the State Bar of California in the integrated media company, focused on the legal industry. ALM currently owns and publishes available to transitional attorneys in New York. Skadden, Arps, Slate, Meagher & Flom LLP amount of 9 credits. Law Journal Seminars is a State Bar of California provider. 25 national and regional legal magazines and newspapers, including The American The following states offer CLE credit for self-study: CA, CO, FL, New York City Law Journal Seminars will apply for approval of seminars in states requiring continuing education, Lawyer, The National Law Journal, and Law Technology News. ALM’s other busi- MO, MT, NM, ND, NY, OR, TX, WA, and WV. Please consult your subject to the rules, regulations and restrictions dictated by those state organizations. For specific nesses include book, custom and newsletter publishing, production of legal trade shows and local bar association for specific information. information about CLE contact Margaret Ross at (212) 313-9034 or e-mail to cle@amlaw.com. conferences, educational seminars and distribution of content related to the legal industry.