Main Practice Contacts

Arthur A. Cohen
+1 202.654.4559


Bill S. Kleinman
+1 972.680.7565


Vicki L. Martin-Odette
+1 214.651.5674


Matthew R. Schindel
+1 214.651.5368


In the News

Haynes and Boone Advises Celanese in $800 Million Methanol Joint Venture

WASHINGTON, D.C. – Lawyers from Haynes and Boone, LLP assisted Celanese Corporation in creating an approximately $800 million joint venture with Mitsui & Co., Ltd. to develop and construct a methanol production plant designed to take advantage of the abundant new supplies of U.S. natural gas. The new joint venture will be known as Fairway Methanol LLC.

The facility, to be built near the existing Celanese acetyl complex in Clear Lake, Texas, will have a capacity of 1.3 million tons per year and is expected to start operations in 2015. >>





Joint Ventures

Joint ventures are becoming more commonly used in all industries as businesses with complementary operations seek to collaborate to develop new projects, pursue joint financing to expand distribution, or realize other strategic business objectives. Haynes and Boone has extensive experience with joint ventures in various industries and practices. We work with clients on all stages of joint venture formation and management. Our Joint Ventures Practice Group focuses on specific industries:

Energy Joint Ventures

Our attorneys have significant experience in negotiating joint ventures in the energy industry. We have represented publicly traded energy companies, large private equity funds, public and private institutions, foreign investors, university endowments and a variety of taxable and tax-exempt investors in their energy investments and joint ventures. We also have significant experience in representing management teams in their negotiations with private equity fund investors. Our practice group has assembled a team of lawyers and legal professionals with diverse, but complementary, experience so that we may provide assistance in all matters affecting our energy clients and their businesses. Our lawyers have knowledge in oil and gas, power, clean energy, corporate-securities, mergers and acquisitions, partnership, tax, ERISA, international, venture capital, employment, environmental, finance, and litigation issues that affect the energy industry. This multi-disciplinary approach affords our clients efficient access to lawyers possessing the depth of experience necessary to address any need they may have, while creating a team of professionals particularly suited to providing the creativity and flexibility necessary to guide those clients through the rapidly evolving legal and regulatory landscape.

Representative Energy Experience

  • Represented a large private equity fund in an investment fund to acquire oil and gas assets in the Marcellus.
  • Represented a large private equity fund in a joint venture with a management team to acquire and develop assets in East Texas.
  • Represented a large private equity fund in a joint development agreement with an operator to develop wells in the Oklahoma Mississippian prospect.
  • Represented a joint venture between two publicly traded energy companies to build a pipeline in the Gulf of Mexico.
  • Represented an energy company in a $1 billion investment by a large private equity fund to acquire royalty properties.
  • Represented management teams backed by large institutional sponsors in the negotiation of joint venture agreements to develop oil and gas properties.
  • Represented large institutional investors in backing management teams to develop oil and gas properties.
  • Represented two large private equity funds in a joint venture with an operator to develop and acquire more than $500 million in shallow Gulf of Mexico gas assets.
  • Represented a major university in (i) the negotiation of a joint venture agreement to acquire more than $250 million of publicly traded and private assets in the energy sector; (ii) the negotiation and acquisition of a $140 million overriding royalty net profits interest for assets in the Permian Basin; and (iii) negotiation of a $25 million credit facility secured by oil and gas working interests.
  • Represent InterOil Corporation as lead developer of an LNG and NGL production and export project consisting of an LNG liquefaction facility, NGL stripping operation, gas gathering facilities and related infrastructure in Papua New Guinea, including establishment of a joint venture and related financing matters, project structuring and legal risk analysis, the negotiation of natural gas supply and LNG transportation arrangements and the development of the LNG marketing structure.
  • Project counsel to project sponsor and developer on the formation and equity and debt financing of joint venture project company for the development of three 1,000-MW power generation facilities in Paris, Texas, San Antonio, Texas and Odessa, Texas.
  • Advised on the formation of privately held limited liability company joint venture for oilfield services business relating to subsea well abandonment and plugging services with respect to subsea oil and gas wells in offshore waters of the United States and other national and international waters.
  • Project counsel to Sino-foreign joint-venture project company on the $130 million development, construction, and operation of 108,000 metric tons LPG underground cavern storage and break-bulk terminal facilities in Shantou, China.
  • Acted as project counsel to international joint venture project company on the $200 million development, construction, and operation of offshore oil and gas development project in Eastern Nigeria.
  • Advising the state owned Colombian national oil company Ecopetrol in its joint operating agreement (JOA) with Exxon Mobil and Petrobras.
  • Lead counsel to U.S. petroleum company in the formation of a proposed RMB 116 million Sino-foreign joint venture company for the construction and operation of a lubricant oil and engine coolant blending plant, with offload and transport pipeline facilities in Tianjin, China.
  • Represented private company in sale of a manufacturing business to a joint venture of public companies.
  • Represented Waste Management and its subsidiaries in a roll-up transaction by its contribution of assets and properties of two joint ventures to 1-800-Pack-Rat, LLC. Waste Management led the negotiations as a result of receiving a majority equity interest in 1-800-Pack-Rat, LLC along with board control.
  • Represented a group of private investors in the acquisition of a multinational manufacturer requiring senior and subordinated debt and equity financing, handling of multinational environmental, real estate, licensing and joint venture issues and transfer of more than 1,000 patents in 40 countries.
  • Advising U.S. company on joint venture in Mexico for steel fabrication maquila.
  • Advised in the formation and served as general counsel to a semiconductor manufacturing joint venture between Hitachi, Ltd. and Texas Instruments Incorporated.
  • Represented LLOG Exploration and private capital provider in more than $800 million joint venture financing of field development including construction and installation of production platform on Who Dat GOM Prospect.

Chinese Joint Ventures

Forming a joint venture in China can be a lengthy and complicated process and we have the experience to help. There are different types of joint ventures involving Chinese companies. There are offshore joint ventures (typically domiciled in the Cayman Islands or in Hong Kong) between foreign and Chinese companies, one of the more famous ones is the joint venture formed between Huawei and 3Com. These are not fundamentally different from typical U.S.-style joint ventures but obviously with a Chinese twist to it. There are also on-shore foreign Chinese joint ventures, which are actually special entities created and governed by specific Chinese laws and regulations, which are more common in China. Venturers typically use two types of Sino-foreign JVs under the relevant Chinese law: contractual joint ventures and equity joint ventures with similar but different rules applying to each type. Pros and cons attach to each type of joint venture depending on the transaction and counterparty and we can help our clients make the decision and guide them throughout the process.

Representative Experience for Chinese Joint Ventures

  • Project counsel to Sino-foreign joint-venture project company on the $130 million development, construction, and operation of 108,000 metric tons LPG underground cavern storage and breakbulk terminal facilities in Shantou, China.
  • Represented a U.S.-based telecommunication startup in forming a proposed joint venture in Zhejing Province with a Chinese partner.
  • Represented U.S. pressure control products manufacturer and distributor in its venture with a Chinese petrochemical machinery company.
  • Represented a New Zealand company in forming a series of high profile Sino-foreign joint ventures with one of the largest state-owned enterprises in China.
  • Represented a Silicon Valley-based solar company in forming a joint venture in Zhejiang Province with a number of local enterprises.
  • Represented an NYSE-listed and China-based hotel management company in forming a proposed $100 million offshore joint venture to manage high-end hotels with a major U.S. private equity fund.

Projects Joint Ventures

Haynes and Boone has extensive experience counseling joint ventures and investors in joint ventures, often in cross-border situations. Our lawyers work closely with consortium members or venturers and their in-house counsel, or with an individual investor in a project, to identify their business, tax, financing, governance and other concerns and priorities, and to develop appropriate structures and approaches. Our experience and understanding of the underlying business allows us to provide practical advice to help clients achieve project success.

The significant capital costs and high commercial risks associated with the energy industry frequently create the need for complicated and innovative joint venture structures to achieve economies of scale, to allocate risks and to access market opportunities for substantial capital investments, including joint ventures involving oil and gas exploration and development, electric power projects, gas storage facilities and pipeline and LNG projects. We have structured, negotiated and documented joint venture arrangements in many sectors of the energy industry, where industry participants frequently act through joint ventures.

In addition to the energy sector, we have extensive joint venture experience across many other industries, including telecommunications (cable, telephony, satellite services and the Internet), transportation (airlines), pharmaceuticals and healthcare, entertainment and sports, real estate, information technology, computer technology, software development, transportation and mining.

Haynes and Boone’s corporate practice handles entire joint venture endeavors from inception to final agreement, with special emphasis on structuring the venture entity, tax planning and corporate governance between or among the partners.

Representative Experience for Projects Joint Ventures

  • Represent InterOil Corporation as lead developer of an LNG and NGL production and export project consisting of an LNG liquefaction facility, NGL stripping operation, gas gathering facilities and related infrastructure in Papua New Guinea, including establishment of a joint venture and related financing matters, project structuring and legal risk analysis, the negotiation of natural gas supply and LNG transportation arrangements and the development of the LNG marketing structure.
  • Project counsel to Sino-foreign joint-venture project company on the $130 million development, construction, and operation of 108,000 metric tons LPG underground cavern storage and break-bulk terminal facilities in Shantou, China.
  • Represent major US chemical company in the project development of 1.5mm ton methanol plant in Texas.
  • Represent joint venture among developers of $3B energy facility in Maharashtra, India.
  • Counsel to owners of large international project development partnership and auction sale by such owners of over $1 billion of project financed assets of such partnership.
  • Represented the lead developer in forming a joint venture for development of Transcaspian Gas Pipeline.
  • Represented major U.S. oil and gas company in forming a joint venture for development of Azerbaijan chemical facility.
  • Represented one of the developers in forming a joint venture for development of the Uch Power Project in Pakistan.
  • Represented developers in forming a joint venture for acquisition of the Mayakan Pipeline in Mexico.

Real Estate Joint Ventures

Real estate joint ventures are a common vehicle for blending development expertise, product expertise and local knowledge with capital sources. These capital sources include public funds, private funds, high net worth individuals, and tax-exempt investors (including retirement funds and sovereign funds). Haynes and Boone has extensive experience in the formation of joint ventures representing the service provider and the capital source. Haynes and Boone's experience extends to the formation of joint ventures involving tax-exempt entities in joint enterprises with taxable entities. Our joint venture experience includes both acquisition and development of the following real estate product types: multifamily, office, hospitality, medical, retail, mixed use, special venues, and land development.

Technology Joint Ventures and Strategic Alliances 

Among the common ways to drive growth - organically, through acquisition, and through alliance - alliances and joint ventures are among the most important strategic tools employed by technology companies to rapidly gain access to new technologies, develop new products and enter new markets. From agreements to license a specific technology for a specific market, to agreements to jointly develop and market a new product, to forming a free-standing joint venture to enter a foreign market, strategic alliances span a spectrum of complexity and life-spans.

We frequently represent our technology clients in strategic alliance transactions such as:

  • Joint venture agreements
  • Alliance agreements
  • Technology licenses
  • VAR agreements
  • OEM agreements
  • Joint development agreements
  • Co-marketing agreements
  • Joint R&D agreements

We counsel our alliance clients on the complex legal issues that often arise, including:

  • Antitrust and restraint of trade
  • Change of control
  • Confidentiality
  • Dispute resolution
  • Funding responsibilities
  • Governance
  • Indemnification
  • Insurance requirements
  • Jointly developed IP
  • Limitations of liability
  • Preservation of trademark rights
  • Termination rights

Representative Experience for Technology Joint Ventures and Strategic Alliances

  • Represented a chemical process owner in an international contractual joint venture to build a chemical plant to process raw materials and to deliver the finished product to the North American market.
  • Represented a group purchasing organization in a joint venture to combine its distribution operation with that of another purchasing organization to achieve greater scale.
  • Represented a major regional network operator in an affiliate arrangement with a major wireless carrier to fund the build-out and operation of part of a national telecom network employing the national brand.
  • Represented a technology start-up receiving an investment from a major equipment company to develop leading edge switching technologies, and sale of the start-up to the equipment company.
  • Represented a technology owner in litigation with a marketing partner over a market development agreement, alleging partner’s theft of trade secrets.
  • Represented a consumer electronics company in a B2B transaction to place their product in service on commercial airliners.
  • Represented the manufacturer of light sensing chips in a joint product development agreement with a manufacturer of proprietary packaging to deploy dual-sourced light sensors to the handset market.
  • Represented an emerging semiconductor company in a strategic combination with a mature semiconductor company that combined a leading edge technology with a stable of established products.