Shareholder misalignment is unavoidable in joint ventures (JVs), but JV CEOs can reduce its frequency and impact. The most effective approach combines foundational practices that prevent or identify problems early with a deliberate process for resolving serious disputes when they arise.
This article draws on Ankura’s interviews and surveys of more than 50 JV CEOs, presidents, and managing directors about the challenges of keeping shareholders aligned on JV strategy, capital investments, governance, the operating model, and operational interfaces. Every participant reported that their JV had experienced at least one shareholder misalignment in the prior year that moderately or severely affected the venture.
Key Takeaways
- Shareholder misalignment is universal. JV CEOs should plan for misalignment rather than expect to avoid it entirely.
- JV CEOs should lead prevention efforts. They are well positioned to establish foundational practices that prevent problems or identify them before they become serious.
- Relationships outside the board are a critical gap. JVs should map key shareholder stakeholders, understand their priorities, and plan how to engage them.
- Acceptance is not the same as alignment. Decisions with major implications for a JV’s future require genuine shareholder buy-in because reluctant support can collapse later.
- Resolving serious disputes requires a deliberate process. JV CEOs should assess the timing, desired outcome and appropriate influencing strategy rather than improvising once a dispute escalates.
When it comes to succeeding in JVs, shareholder alignment is the name of the game. Good alignment and strong performance go hand-in-hand — JVs with well-aligned shareholders are about twice as likely to have good performance relative to those with shareholders that are poorly aligned. It is therefore quite concerning that when we surveyed over 50 JV CEOs, every participant indicated that their JV had experienced at least one shareholder misalignment in the prior year that moderately or severely impacted the JV. These misalignments related to strategy, capital investments, governance, and the operating model, as well as operational interfaces with the shareholders. No matter the issue, the JV CEO is in the middle, pitched in a constant struggle to keep the shareholders and venture aligned, while simultaneously running the business to meet the demands of the market.
One JV CEO said it best: “Aligning shareholders is not an optional part of the job. It is the job.”
But achieving and maintaining alignment is no easy task. Consider a power sector JV between a family-owned business and a global power company. The shareholders were misaligned on how actively the board would be involved in managing the venture. The family-owned business treated the JV like a subsidiary and pulled directors into day-to-day decisions; the global partner wanted a corporate-style board engaging deeply in a few high-value areas. Management burned significant time servicing one shareholder’s information requests, and decision-making slowed as the team second-guessed when shareholders should be involved at all.
It does not have to be this way. Ankura’s Joint Ventures & Partnerships practice interviewed and surveyed more than 50 JV CEOs, presidents, and managing directors across industries and geographies to identify practices used to meet the challenge of engaging with and aligning their shareholders (Exhibit 1). This note shares a framework JV CEOs can use to align their shareholders, along with the practices they rely on to do it.
A Framework for Alignment
To achieve and maintain shareholder alignment, JV CEOs and their teams should do two things: Put in place foundational alignment practices and establish a process for addressing misalignments when they emerge (Exhibit 2).
Foundational practices include warning tools that detect misalignments early on, statements of the shareholders’ shared strategic intent for the venture, and protocols that determine how the JV shares information and interacts with the shareholder functional organizations. Foundational practices are not used to solve specific issues — rather, they are put in place to prevent misalignments or catch them before they become too serious.
No matter how well-prepared a JV is, it is inevitable that some serious misalignments will emerge, for instance about how the venture’s strategy should evolve over time, whether the shareholders should commit capital for expansions or new investments, or how reliant on the shareholders the venture should be. The JV CEO will need to stage a targeted intervention in response. The process that JV CEOs use to solve major misalignments is the second component of the alignment framework. In support of this process, JV CEOs can tap into a set of one-off practices that help them address friction and get the venture back on track.
Foundational Alignment Practices
Our work has identified a set of more than 50 foundational practices that help build and maintain alignment. We believe that JV CEOs are in a position to take a lead role in establishing these foundational practices. The practices can be organized into six categories:
- Early Warning Tools – Surface and track misalignments early on or anticipate where they are likely to arise.
- Strategic Intent Statements and Plans – Articulate a shared vision and align shareholders around strategy, plans, and investments.
- Governance Structures, Roles, and Workings – Promote efficient communication, accountability, fast escalation, and decision quality.
- Operational Protocols – Codify how shareholders interact with the JV functionally (e.g., plans and budgets, project development, sales and marketing, regulatory, audit).
- Organizational Practices – Align on JV design, division of work, and how key roles are defined and rewarded.
- Stakeholder Management and Influencing Tools – Identify who matters inside each shareholder and how to influence them.
Within these categories, we have identified a set of “must-have” practices that are relevant to the vast majority of ventures and correlated with strong alignment and performance outcomes (Exhibit 3). We believe that all JV CEOs should strongly consider catalyzing a process to put these must-haves in place.
Unfortunately, many JVs lack a number of these must-haves (Exhibit 4). Among the three most underutilized must-have practices in JVs are the stakeholder map, the alignment profile, and the annual shareholder engagement and influencing plan. These three practices all relate to the “softer side” of alignment — understanding, managing, and building relationships with key individuals in the shareholders who touch the JV.
The stakeholder map is among the most fundamental must-haves. In brief, a stakeholder map is the JV’s guide to “who’s who” in the shareholders and can serve as the basis of the JV’s engagement of shareholders in a number of ways. It is likely to include (i) basic biographical information, including career background and functional expertise; (ii) an analysis of each stakeholder’s importance to the JV, and how best to engage with them; and (iii) an analysis of the current strength of the JV management’s relationship with this stakeholder. The stakeholder map should have a clear owner (e.g., the board secretary, head of governance, or similar) and should be periodically updated during the year.
Many JV CEOs told us they carry an unwritten stakeholder map in their heads — but acknowledged that memory and intuition are not enough. JVs involve an ever-changing constellation of people across multiple organizations, and 67% of misalignments involve stakeholders outside the board. As the CEO of an automotive JV in China put it: “Within one shareholder, it’s very easy to know who to talk to. But the other has 7 or 8 groups that all have some input on how work gets done, 3 or 4 of them have to be coordinated in order to move ahead, and sometimes they don’t see eye-to-eye.”
| Related Insight “Six Ways to Manage an Unruly JV Board” outlines practical actions JV CEOs and board chairs can take to make board interactions more productive. |
The JV alignment profile is a similarly under-utilized tool. An alignment profile is a plotting of board directors’ and other stakeholders’ views on key questions and dimensions. For instance: Should the JV grow — and if so, where and how quickly? Should the JV become more or less independent from the shareholders? Is the JV involving shareholders in key decisions appropriately? The alignment profile is usually developed through a combination of surveys and interviews and should be adjusted as part of the JV’s annual review process. It is a useful way to surface and proactively address misalignments, and to tailor the engagement of key stakeholders.
Prior to building the JV alignment profile, the JV management team should inventory each shareholder’s strategic drivers — including drivers that may be hidden. The CEO of a large, partner-operated oil and gas JV explained why such an inventory is so important: “There was a lot going on behind the scenes with the non-operating JV partners… one of them [a global oil company] found itself far too exposed in (the country), and was looking to reduce its capex. I needed to understand what was going on behind the scenes to make things happen.”
The stakeholder map and alignment profile are both inputs into a JV’s annual shareholder engagement and influencing plan. The shareholder engagement and influencing plan captures in writing how the JV will engage key individuals in the shareholders over the course of the year — both in general and on specific issues that are likely to emerge.
A JV developing a copper, nickel, and cobalt mine in North America built a shareholder communication protocol after concluding it was isolated from stakeholders outside the board. The JV has a matrix mapping each topic area where it interfaces with shareholders to a member of the JV’s senior leadership and to a non-board point-person in each shareholder. Each JV executive has a target number of meetings with their counterpart each year, which is tracked on an annual scorecard (Exhibit 5). The discipline has steadily built healthier relationships.
Beyond the Foundation: Addressing Misalignments
Even with a robust set of foundational practices in place, more serious misalignments will almost inevitably arise over the course of a JV’s lifecycle. Among our clients in recent years, we’ve observed shareholder-provided services pricing disputes, disagreements over admitting new partners, expansion projects halted by divergent shareholder investment appetites, and a litany of other misalignments.
| Related Insight “Structuring JV Deals to Manage Commercial Conflicts” outlines practical ways to avoid misalignments in the first place through deal terms and operating policies. |
JV CEOs should accept that misalignments will occur and be ready to deploy a process to minimize the damage. But before charging forth to engage stakeholders, it’s worth taking a step back and answering some design questions:
- Does the misalignment need to be resolved? In some cases, it may be possible for the JV to manage around the misalignment without trying to change the status quo — at least in the short term. One JV CEO we spoke with remarked that although his shareholders have yet to agree on a portion of the JV contract, he has decided this is not a complete barrier to progress and has chosen instead to focus, for now, on developing the JV’s strategy and business plan.
- Should the misalignment be addressed now? Not all circumstances are right for addressing a misalignment. The CEO of a multilateral health insurance services JV in the U.S. described a Maslow-style hierarchy of shareholders’ needs. When the JV was experiencing problems with its online portal the day before a board meeting at which the CEO was planning on engaging the board on a long-term strategy misalignment, one director told him, “I don’t want to talk about anything on the agenda tomorrow until I am confident that you’ve got these problems with the online portal solved.” JV CEOs should evaluate whether it is the right time to address a large misalignment.
- Is the goal true alignment or just acceptance? The CEO of a metals and mining JV shared with us what happened when he tried to align his board around the business case for the next phase of the JV project. After the JV management team orchestrated a well-prepared board session, the JV Board voted unanimously to approve proceeding with development, although a few directors wanted to see improvements. Two months later, one shareholder reneged on its support of the business case. “It took us a couple of months to understand that what we got at the meeting wasn’t alignment — it was acceptance,” the JV CEO explained. Reluctant acceptance might be good enough for a business-as-usual annual budget or a smaller capital investment. But decisions with major implications for the JV’s future demand genuine buy-in.
There are other design choices that JV CEOs may face when resolving a particular misalignment: Is the JV CEO seeking one particular outcome, or playing the role of neutral facilitator? Will the JV CEO build alignment from the top down (i.e., starting with senior decision makers), or from the bottom up (i.e., starting with operational-level shareholder staff)? Are there contractual rights that the JV or shareholders can use to force a decision? If not, what tactics or influencing levers will the JV use to align shareholders?
In our discussions with JV CEOs, we observed more than 25 different tactics and levers that can help to resolve a specific misalignment. For example:
- The CEO of an alternative energy JV has found it helpful to scenario-plan for potentially contentious board discussions with the help of the board chair. Before the board meeting, the CEO and chair meet and discuss each director’s likely position on the issue and then plan the board discussion — down to the order in which the chair invites each director to speak — to maximize the likelihood of a positive outcome.
- The CEO of a trilateral midstream oil and gas JV in the U.S. has developed an “influence leverage points” tool to help him identify what is most important to each shareholder — relative to a major misalignment — and where each shareholder is more flexible. The CEO then identifies opportunities for “give and take,” where one shareholder’s flexibility can be used to meet another shareholder’s needs, thereby resolving the misalignment.
- The CEO of an upstream oil and gas JV asked his shareholders to return written reactions to the JV’s draft plan and budget before the JV submitted the plan for board approval. Prior to implementing this practice, the JV relied only on verbal feedback from shareholder executives during group and individual meetings — which risked missing objections that could then be raised at the last minute and jeopardize approval. According to the CEO, the enhanced review process incorporating both written and verbal feedback “helped us to surface misalignments that didn’t come up in the meetings, and allowed us to address them. It has been very helpful for getting the budget approved more quickly and with less back-and-forth.”
| Related Insight “Critical Conversations in JVs” provides advice for JV CEOs on how to make the most of a shareholder discussion about fundamental issues when the opportunity comes around. |
For an example of a misalignment process defined in more detail, consider a former client of ours: a bilateral chemicals JV in the U.S. The JV was experiencing major delays in several critically important capital projects. The JV CEO realized that, given how far removed his board directors were from the JV on a day-to-day basis, he needed a deliberate process to make it easier for the board to approve capital expenditures (Exhibit 6). By the time a project is submitted for board approval, the goal is for shareholder functions to have already aligned in support of the proposal, increasing the likelihood that the board gives the green light.
In addition to the process itself, the JV defined a series of criteria for determining which types of projects will follow the alignment process. According to the CEO, “Once we applied this process, we were finally able to get approval for a capital project that had been brought to the Board several times previously… It certainly takes time and effort from my team, but it is worth it.”
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Ankura works with owners, boards, and management teams to address governance, operating-model, and stakeholder-alignment issues across existing JVs. Explore Ankura’s Joint Ventures & Partnerships services.
Shareholder alignment is a challenging game — and one that is crucial for the collective success of a JV as well as the individual success of a JV CEO. With strong foundational alignment practices in place, and a process for addressing misalignments that do emerge, JV CEOs and management teams can greatly increase their chances of winning.
© Copyright 2026. The views expressed herein are those of the author(s) and not necessarily the views of Ankura Consulting Group, LLC, its management, its subsidiaries, its affiliates, or its other professionals. Ankura is not a law firm and cannot provide legal advice.
