Course 18 of 20 · Hydrogen Desk Academy

Joint Ventures & Development Agreements

Stage D, Investment case and structuring. Level 9 of 10.

Development stage structuring between parties: stage gates, cost sharing, reserved matters, default, exit and deadlock resolution.

123 chapters · 11 modules · every chapter one 8 to 10 minute explainer · builds on: Course 16, Course 17

Enrol or enquire See the 123 chapters
How a chapter is delivered

One chapter is one idea taken to the point of use

Each chapter covers one idea to the point where you can use it, and comes two ways: a narrated explainer, and a deep dive audio discussion of around thirty minutes that works the same material at depth.

Self-paced throughout, and the same chapters can be taught as a cohort. Chapters run in order: each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

11 modules · 123 chapters

Open any module for its full chapter list, in teaching order.

M0 What a Development Joint Venture Actually Is Ch 1-11
  1. Consent, Not Ownership, Defines the Venture
  2. The Seat Every Clause Is Read From
  3. Why an Electrolyser Developer Takes a Partner
  4. Why an Ammonia Buyer Wants an Equity Seat
  5. Why a Wind Developer Joins Before Financial Close
  6. The Documents a Development Venture Is Made Of
  7. Incorporated Company or Purely Contractual Alliance
  8. What Is Not a Venture: Bid Consortia and Memoranda
  9. Working Together Before Any Vehicle Exists
  10. Two Partners, One Project, One Gate
  11. Where the Partnership Thread Starts and Stops
M1 The Stage Gate as the Spine Ch 12-23
  1. The Development Programme as a Chain of Gates
  2. What a Gate Decides and What It Does Not
  3. The Pathway Selection Gate
  4. The Pre-Engineering Gate and the Spend It Releases
  5. The Front-End Engineering Gate and Its Hidden Commitment
  6. The Investment Decision as a Gate Both Seats Hold
  7. Gate Criteria a Partner Can Actually Test
  8. Who Declares a Gate Passed
  9. The Gate Nobody Passes, Which Is Normal
  10. Extending a Gate Date, and Who Grants It
  11. Passing a Gate Subject to Open Items
  12. Reopening a Gate Already Passed
M2 Development Cost Sharing Ch 24-35
  1. The Development Budget as a Binding Object
  2. Sharing in Proportion, and What That Assumes
  3. One Partner Funding an Early Stage Alone
  4. The Cash Call and the Clock It Starts
  5. Spending Outside the Approved Budget
  6. Overrun Above the Approved Stage Cost
  7. Contributions Made in Kind Rather Than Cash
  8. Costs Incurred Before the Venture Existed
  9. The Developer's Success Fee and Its Trigger
  10. Reimbursement at the Decision Point, With Uplift
  11. The Spend That Is Never Given Back
  12. An Illustrative Cost Share Across Three Stages
M3 Contributions Other Than Cash Ch 36-45
  1. Valuing a Grid Connection Offer Brought Into the Venture
  2. Site Control and Land Options as a Contribution
  3. A Contracted Power Position Offered Instead of Money
  4. An Offtake Commitment as the Buyer's Equity Contribution
  5. Permits and Consents Held in One Partner's Name
  6. A Reserved Electrolyser Slot Contributed to the Vehicle
  7. Seconded Staff and Services Charged at Cost
  8. Technology and Licence Rights Lent to the Project
  9. Certification Groundwork Carried In by One Side
  10. Rebalancing Interests When a Contribution Fails to Arrive
M4 Direction and Control: The Reserved Matter Ch 46-57
  1. The Reserved Matter as a Veto One Party Holds
  2. Board Seats and Who Appoints Them
  3. What the Operator May Do Without Asking
  4. The Unanimity List and Why It Stays Short
  5. Supermajority Thresholds Without Naming a Number
  6. Consent Over the Next Budget and the Next Call
  7. Consent Over Who the Offtake Is Signed With
  8. Consent Over a Change of Technology or Scale
  9. Consent Over Raising Debt and Granting Security
  10. The Chairman's Casting Vote, Granted or Withheld
  11. When a Protection Becomes a Blocking Position
  12. Protections That Sit Below the Board
M5 The Operator and the Services Relationship Ch 58-67
  1. The Development Operator and the Authority It Is Given
  2. An Operator Drawn From the Partners, Not Hired
  3. The Development Services Agreement and Its Fee
  4. The Operator's Standard of Care and Its Cap
  5. Removing the Operator, a Right the Other Side Holds
  6. An Operator With Competing Projects of Its Own
  7. Information Rights the Non-Operating Partner Holds
  8. Auditing What the Operator Says It Spent
  9. Day Rates, Overhead Recovery and the Schedule Behind Them
  10. The Operator Buying From Its Own Group
M6 Deadlock and How It Resolves Ch 68-78
  1. Deadlock as a Designed-For Feature
  2. Escalation to the Sponsors Above the Board
  3. The Cooling-Off Window and the Standstill Inside It
  4. Expert Determination on a Technical Disagreement
  5. Mediation and the Routes That Bind Nobody
  6. A Casting Decision Given to an Independent Director
  7. The Forced Buy-Out Where One Side Names the Price
  8. Sealed Bidding for the Whole Venture
  9. Remedies Designed Never to Be Used
  10. The Deadlock That Ends in Wind-Down
  11. The Better-Funded Partner Argument and Its Assumptions
M7 Default, Dilution and Remedies Ch 79-89
  1. Failing to Fund a Call, the Defining Default
  2. The Cure Period and the Notice That Opens It
  3. Dilution Worked by a Pre-Agreed Formula
  4. Forfeiture, and Why Some Jurisdictions Resist It
  5. A Loan From the Funding Partner Instead of Dilution
  6. Breaching a Development Obligation Without Missing a Payment
  7. A Partner That Becomes Insolvent Mid-Development
  8. Change of Control as a Trigger, Not a Breach
  9. The Default Call Option, Granted by the Defaulter
  10. Rights Suspended While a Default Runs
  11. An Illustrative Default From Notice to Settlement
M8 Transfer, Exit and Pre-Emption Ch 90-101
  1. The Lock-Up and the Default Rule on Transfer
  2. Pre-Emption, a Right the Partner Not Selling Holds
  3. First Offer Against First Refusal
  4. Transfers to Affiliates and the Carve-Out for Them
  5. The Tag Right, Protection the Minority Holds
  6. The Drag Right, Held by the Seller and Burdening the Other
  7. A Call Option Granted by One Partner Over Its Own Interest
  8. A Put Option Held Against a Partner
  9. Pricing an Interest in a Project With No Revenue
  10. Selling Down at the Investment Decision
  11. The Buyer the Other Partner Will Not Accept
  12. Exit Into Another Developer's Project Pipeline
M9 Wind-Down, Abandonment and What Survives Ch 102-112
  1. Abandonment as a Planned Outcome, Not a Failure
  2. Who May Trigger Wind-Down and Who Cannot Stop It
  3. Ending the Agreement Against Dissolving the Vehicle
  4. Dividing the Work Product Nobody Can Split
  5. Who Keeps the Grid Connection When the Venture Stops
  6. Land Options and Permits on the Way Out
  7. Liabilities That Outlive the Venture
  8. Confidentiality and Non-Compete After the Partners Separate
  9. Restart Rights Over a Shelved Project
  10. The Final Account Between Partners
  11. Telling the Counterparties the Venture Has Stopped
M10 A Worked Development Venture and the Limits Ch 113-123
  1. The Case: An Electrolyser Developer, an Ammonia Producer and a Wind Owner
  2. Case, Part One: Contributions and the Opening Split
  3. Case, Part Two: The Gate Schedule They Agreed
  4. Case, Part Three: The Consent List Negotiated
  5. Case, Part Four: Default and Deadlock Terms
  6. Case, Part Five: Transfer and Exit Terms
  7. The Venture as It Actually Ran
  8. The Engineering Gate the Case Never Passed
  9. Drafting Errors That Recur in Development Agreements
  10. What Structuring Between Partners Cannot Fix
  11. Where These Partnership Terms Are Used Next

The brochure gives each of these 123 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 18 of twenty

It stands alone, and it is also the entry point to the Hydrogen Desk Academy pathway.

Enrol or enquire See the whole pathway