22 Videos – 3 hours 57 minutes
The course focuses on the nature, structure and objectives of joint ventures and strategic alliances and highlights the requirements for effective corporate partnership.
You will learn to assess whether a proposed joint venture is likely to be the most effective means of promoting a company’s activities into new markets, product lines or services.
Emphasis is placed upon the identification of a suitable partner and upon the establishment of a workable structure, an effective management and an efficient exit route.
The legal framework and related tax consequences of particular types of joint venture and strategic alliance are also outlined within the overall context of an essentially practical course.
Joint Ventures & Strategic Alliances
Full list of videos for this course
- Video 01: Introduction – Background
- Video 02: Advantages of Corporate Partnering – Purpose
- Video 03: Advantages of Corporate Partnering – Initial Considerations
- Video 04: Objectives of Corporate Partnering – Motivation
- Video 05: Selecting a Corporate Partner – Decision Process
- Video 06: Selecting a Corporate Partner – Overall Strategic Assessment
- Video 07: Selecting a Corporate Partner – Negotiation
- Video 08: Reasons For Failure – Traps To Avoid
- Video 09: Analysing The Downside – Risk Assessment
- Video 10: Types of Structure – Overview
- Video 11: Types of Structure – Contractual Joint Venture
- Video 12: Types of Structure – Corporate Joint Venture
- Video 13: Types of Structure – Dual-Headed Structure
- Video 14: Types of Structure – Strategic Alliance/Equity Investment
- Video 15: Types of Structure – Partnership
- Video 16: Types of Structure – European Union Structures
- Video 17: Legal Considerations – Negotiating The Contracts
- Video 18: Management – Overview
- Video 19: Management – Qualities & Implementation
- Video 20: Management – Minority Protection
- Video 21: Termination – Exit Planning
Joint Ventures & Strategic Alliances
Course Outline
The Nature of Corporate Partnering
- Optimum Structure – single or multi-party JV or strategic alliance (with or without equity)
- Realistic Agreement – think for both sides and plan for divorce from day one
- Specific Objectives – promoting internal change, speed to market, accelerating growth
- Senior Partners, Junior Partners or Equal Partners – advantages & disadvantages for each
Selecting an Appropriate Partner
- Motivation – entry to foreign markets, matching resources, supply chain management
- Acquisition vs. Alliance – revolution vs. evolution, likely success
- Clarification of Expectations – business plan, alliance strategy, SWOT analysis
- Overall Corporate Objectives – developing a group-wide alliance strategy
- Risk Analysis – relationship & performance risks, political & resource risks
Effective Negotiations
- Cultural issues – open, honest & polite vs. sharp, devious & heavy-handed
- Compromise, Pressure & Conflict – how does a prospective partner react?
- A JV is not an Acquisition – the result is very different from a Sale & Purchase Agreement
- Common Law and Civil Law – practice is converging but important differences remain
- Prohibitions or Financial Penalties? – how best to regulate on-going joint activities
- Traps to Avoid – inappropriate partner, unsuitable structure, changing circumstances
Choice of Structure
- Strategic or Transactional – agree the specific objectives, abandon pre-conceived ideas
- Contractual Joint Ventures – simpler, cheaper, most tax efficient?
- Corporate Joint Ventures – advantages, disadvantages, tax considerations
- Dual Headed Structures – combined group, separate entity or twinned share
- Loose Strategic Alliances – good fences make good neighbours
- Partnerships – general partnership, limited partnership, limited liability partnership
- EEIG – operating rules prevent profits
- Societas Europaea – rules governed by the lowest common denominator
Managing a Joint Venture
- Pre-Nuptial Agreement – marry in haste; repent at leisure
- Preserve Corporate Secrets – avoid low level migration of confidential information
- Avoid Dependency – a JV partner is an ally; not a friend
- Avoid Educating a Competitor – an ally may become an enemy on termination of the JV
- Avoid Conflict – identify and remove any sand in the machine before commencement
- Essential Management Qualities – flexibility, team players, good at crisis management
- Control Systems – procedures should cater for both senior and junior partners
- Use of Committees – project management, liaison and working committees
- Minority Protection – use of a shareholders’ agreement to entrench minority rights
Termination
- Exit Planning – include termination procedures in the initial agreement: four flavours
- Friendly – “We agreed that our relationship should end if this happened”
- Default – “We can’t go on like this”
- Mutually Assured Destruction – “We failed to meet our objectives. It’s all over”
- Russian Roulette or Mexican Shoot-Out – “Get me out of here”
- Picking Up the Bits – who keeps what and are there any continuing obligations?
- Future Operations – embed JVs as a core competence by learning from past mistakes