D. Gordon Smith, 𝘛𝘩𝘦 𝘌𝘹𝘪𝘵 𝘚𝘵𝘳𝘶𝘤𝘵𝘶𝘳𝘦 𝘰𝘧 𝘚𝘵𝘳𝘢𝘵𝘦𝘨𝘪𝘤 𝘈𝘭𝘭𝘪𝘢𝘯𝘤𝘦𝘴, 2005 Iʟʟ. L. Rᴇᴠ. 303.
Strategic alliances, opportunism, lock in, deadlock, exit
Today, many biotechnology firms use strategic alliances to contract with other companies. This article contends that the governance structure of these alliances - specifically, the contractual board - provides an integrated restraint on opportunism. While an alliance agreement's exit structure could provide a check on opportunism by allowing the parties to exit at will, such exit provisions also can be used opportunistically. Most alliance agreements, therefore, provide for contractual lock in of the alliance partners, with only limited means of exit. Lock in, of course, raises its own concerns, and the contractual board - which typically is composed of representatives from each alliance partner, each wielding equal power - addresses these concerns about opportunism via the potential for deadlock.
For “Uncorporation: A New Age?”, sponsored by the University of Illinois College of Law, Chicago, Illinois on April 23, 2005.
Illinois Law Review