The Alliance Architect — Structure the EV-Cell India Joint Venture

A four-round, advanced corporate-strategy simulation in which you negotiate a cross-border joint venture for Sundara Mobility Ltd., a Bengaluru electric-mobility manufacturer (₹8,200 crore revenue, 11% of India's e-3W market) that was burned once before — a 2019 technology-licensing partner quietly used Sundara's shared roadmap to launch a competing product. Voltaic Cells GmbH of Germany, holder of proprietary solid-state cell technology, has signed a term sheet to form EV-Cell India JV at a fixed enterprise valuation of $300M, but the board has 60 days to convert it into binding heads of agreement or Voltaic walks to Sundara's domestic rival, who would gain the cell tech and take 3-4 points of Sundara's market share within two years. Playing the Strategy Director, you (1) map each side's interests versus positions and value Sundara's asymmetric contribution — manufacturing, distribution, regulatory access and a crown-jewel BMS/software team worth $90M-$130M against Voltaic's $170M cell IP plus $40M cash; (2) architect the equity split (Voltaic 60/40, 55/45, 50/50, or 51/49 minority-enhanced) and the governance — board composition, reserved/supermajority matters, a deadlock mechanism, and IP ring-fencing so the software is licensed in, never transferred; (3) negotiate exit clauses and trust safeguards — lock-in, ROFR, tag/drag, a buy-sell shotgun, IP clawback and non-compete — knowing every protective clause spends partner trust; and (4) close under a day-50 shock, deciding which terms to flex and which are non-negotiable while quantifying the cost of conceding against Voltaic walking to the rival. The math rewards the alliance-design truths — equity is not control, minority equity plus strong reserved matters can out-protect a nominal majority, ring-fence the IP rather than transfer it, design the exit and deadlock at formation, and price every concession against the walk-away — and measurably punishes the five classic errors: equity tunnel-vision, over-protection that collapses trust, naive 50/50 with no deadlock mechanism, transferring the crown-jewel IP, and caving to the shock without arithmetic. Final KPIs track Value Captured ($M of the $300M pie), Control (real decision rights, 0-100), Partner Trust (0-100), and whether the deal actually closes.