Joint Venture and Alliances
Joint Venture and Alliances
business owners or companies implement a strategy together. It could be a shared marketing strategy, a referral relationship or an affiliate program. Strategic alliances are typically fairly informal; they can be as simple as swapping customer lists, running an expo stand together or sharing under utilized resources. A Joint Venture on the other hand is a far more formal arrangement created to undertake a specific business transaction or project. In joint ventures, the companies involved usually create a separate entity (or company) to carry out the implementation and operation of the project. Typically the objective is to develop new products or services or to expand into new markets. Joint venture partnerships usually involve detailed legal documentation to spell out the objectives of the venture and what each party will contribute including capital, technical support, and services. The legal documentation will also cover things such as management rights, how profit and/or losses are split, rules about restrictions, dispute mechanisms, and exit strategies. Here is an example to show the difference.. The Strategic Alliance Milly, Fred and James are all naturopathics s located in different areas around a city. They decide to get together to help each other with promotion. They do a number of things together. They share a stand at an expo, they run a shared advertisement in a Natural Therapies magazine, they even do some of their purchasing together to reduce costs. All these are alliance strategies. The Joint Venture However over the course of their relationship as Milly, Fred and James get to know and trust each other they start to discuss new opportunities and they see the potential of offering natural therapies treatments to rural locations. So they decide to set up a Joint Venture to open a mobile natural therapies clinic to visit rural towns. What is the difference between a joint venture and a strategic alliance? Quite a bit, both financially and legally. Let's start by looking at what the individual terms mean.
A joint venture doesn't mean an adventure on a joint, at least not to most people. It is when several individuals or businesses enter into legal and monetary agreement to form a joint effort at obtaining business.. It is best defined by Wikipedia.com as "A joint venture (often abbreviated JV) is an entity formed between two or more parties to undertake economic activity together. The parties agree to create a new entity by both contributing expenses, and control of the enterprise. The venture can be for one specific project only, or a continuing business relationship... The phrase generally refers to the purpose of the entity and not to a type of entity. Therefore, a joint venture may be a corporation limited liability company, partnership or other legal structure." Sounds simple? It should be cause it is! Wikipedia then defines a Strategic Alliance as "a formal relationship between two or more parties to pursue a set of agreed upon goals or to meet a critical business need while remaining independent organizations. Partners may provide the strategic alliance with resources such as products, distribution channels, manufacturing capability, project funding, capital equipment, knowledge, expertise, or intellectual property. The alliance is a synergy where each partner hopes that the benefits from the alliance will be greater than those from individual efforts." Now that the terms are clarified, what are the differences? simple enough, the joint venture is a legal relationship between the businesses often forming a new business, the strategic alliance is the recognition that things will work better from a combining of resources or information, it is not legally binding. Often two competing businesses will form a temporary alliance with the strategy of gaining assets and learning the others secrets Strategic alliances, like all alliances can be broken and have fewer legal ramifications! Is a joint venture better than a strategic alliance? Should one be preferred over the other? It depends. A joint venture is more legally binding, better for tax purposes and good business, but the strategic alliance is more flexible and often not as capital intensive. It also involves less lawyers if you decide to break the alliance!
WHAT'S THE DIFFERENCE BETWEEN AN ALLIANCE AND A JOINT VENTURE? For the most part, the terms "alliance" and "strategic alliance" are synonymous. At times, company press releases and trade-press articles use the terms "joint venture," "alliance," and "strategic alliance" interchangeably. However, joint ventures can be differentiated from alliances in general. In joint ventures, the cooperating companies usually create a separate operation (or company) that carries out the daily operations of the project, and many develop new products and services or, in turn, acquire other entities on their own. As a business arrangement formed to undertake a particular business transaction or project (rather than one intended to continue indefinitely), a joint venture aligns two or more companies in a separate entity, usually a corporation, LLC, General Partnership, or other formal relationship. Joint venture participants spell out in detail the objectives of the venture, the contributions such as; capital, technical support, and services, management rights, how profit and/or losses are split. Joint venturers set up rules about restrictions, dispute mechanisms, and exit strategies. In contrast to joint ventures, alliances between companies usually will not involve creating a separate company. A typical alliance involves the advertising and marketing of complimentary products and services of two or more companies. A strategic alliance is a less formal, but very powerful business arrangement between two or more parties with complementary resources. Strategic alliances can be as simple as swapping customer lists (usually with endorsements), exchanging specific marketing strategies, or sharing under-utilized personnel. To explain the basic difference between joint ventures and strategic alliances, here is a simplistic example: Little Susie and Mary decide to make lemonade stand and sell drinks for 50 cents to people in the busy neighboring park. Mary will build the stand and make the lemonade. Susie will man the stand and serve the drinks. After taking out expenses, they will split the profits. Susie and Mary have a joint venture.
Their friend Albert is selling coupon books to raise money for his little league team. He is also looking for a way to make a few bucks for himself. Susie and Mary tell Albert that while he's asking people to buy his booklet, if he can get anybody from the park to come over and buy lemonade that they will give him 10 cents each. If the customers say "Albert sent me," they will get a free upsize to a large (usually 75 cents). Albert has a less-formal arrangement, doesn't share their expenses, and has no obligation other than his own motivation. Albert has a strategic alliance with Susie and Mary. For a list of real-life examples of strategic alliances and joint ventures, click here. Perhaps one of these examples will inspire an idea you can utilize in your own business. Contact ThinkAlliance.com...
A strategic alliance is a business arrangement in which two or more firms cooperate for their mutual benefit. Firms may combine their efforts for a variety of purposes including, but not limited to, sharing knowledge, expertise, and expenses as well as to gain entry to new markets or to gain a competitive advantage in one. Further, creation of a strategic alliance may turn actual or potential competitors into partners working toward a common goal. Use of strategic alliances has become a major tool for businesses that are internationalizing their operations. Therefore, use of strategic alliances has expanded dramatically over the past decade, and their use will continue to increase as we enter the 21st century. This article provides an introduction to strategic alliances. First, characteristics of a strategic alliance are examined and examples are given. Second, the benefits of strategic alliances are discussed, and, third, choices involved in formation of a strategic alliance are explored. Finally, the special considerations for international strategic alliances are discussed.
CHARACTERISTICS
JOINT VENTURE-BASED STRATEGIC ALLIANCES.
Astrategic alliance is often, but not always, in the form of a joint venture. A joint venture is created when two or more firms work together to form a new business entity that is separate from its "parents." (Not all joint ventures fit this definition, joint ventures by acquisitions are exceptions. See below.) Ownership may be in equal or unequal shares, and may provide for changes in ownership of shares. The most common kind is the joint venture through a subsidiary. In such an instance, two entities create a third separate entity with its own legal existence. For example, American
Motors Corp. has formed a joint venture with government-owned Beijing Automotive Works, creating a third entity called Beijing Jeep. Another is the joint venture by acquisition. It is created when one business purchases all or part of the shares of another. For example, in the 1990s, the Lear Corp. acquired interior components producer Masland Corp. A third is the joint venture by merger. This is created when two or more companies are dissolved and incorporated into one surviving entity. For example, corporations A and B merge and their assets are conveyed to a newly created corporation C. After the merger, corporation C continues but corporations A and B are dissolved. It should be noted, however, that this legal mechanism is seldom used for international joint ventures.
BENEFITS
The Internet, advances in telecommunications, and improved transportation systems have helped firms enter foreign markets and have contributed to the globalization of business. Simultaneously, they have facilitated the creation of strategic alliances. The decision to form a strategic alliance depends on the needs and goals of the companies involved and on the laws of the countries in which the companies are doing business. (It should be noted, however, that discussion of the specific laws of various countries is beyond the scope of this article.) The auto industry is an example of an industry that relies heavily on strategic alliances. In the 1990s the auto industry began to rely heavily on joint venture strategic alliances as it expanded its operations in Mexico and Latin America. Auto makers began to demand more complete systems from their suppliers in Mexico, and engineering responsibility was transferred from the auto makers to their suppliers. In conjunction with this trend, auto makers are identifying Tier II and Tier III "partners" for the Tier I supplier. They are encouraging Tier I suppliers to enter joint ventures with other companies. And, in general, the Tier I suppliers have the authority to select their own suppliers and joint ventures partners except in areas such as safety and regulatory matters where control is crucial.
MARKET ENTRY.
A strategic alliance can ease entry into a foreign market. First, the local firm can provide knowledge of markets, customer preferences, distribution networks, and suppliers. This is especially true in Eastern Europe. Bestfoods is a food-processing firm that sells products such as Mazola corn oil. Bestfoods has formed strategic alliances with firms in several Eastern European countries that, in turn, market its products. A strategic alliance between British Airways and American Airlines was created in 1993 and designed to give the two airlines increased access to North American and European markets, respectively. Sometimes, foreign countries require that a certain percentage of ownership remain in the hands of its citizens. For example, in Mexico, foreign investment is limited by law to 49 percent in specified areas, including bonding companies, firms that print and publish periodicals for national distribution, engine and car repairs, and operation of railway terminals. Thus, foreign firms cannot enter such markets alone; a joint venture is required.
SELECTING A PARTNER.
A firm must consider many factors as it selects a partner. First, it must select a firm with a compatible management style. For example, it is said that an alliance between the United Kingdombased General Electric Corp. and a German firm called Siemens failed because their management styles were incompatible. On the other hand, a strategic alliance between General Mills and Nestle, through a firm called Cereal Partners Worldwide (CPW), is viewed as a success because of the compatible styles of their managers. Second, it is important to consider the partner's products and services. A strategic alliance will probably work best if the firms involved complement but do not compete directly with each other. This is true in the case of General Mills and Nestle. Both produce foods, but the CPW joint venture is for the marketing of cereal in Europe. Nestle has marketing expertise and distribution networks in Europe, but it does not make breakfast cereals. Third, the potential risks of the alliance should be considered. To do so, the two potential parties must gather as much information about each other as possible before entering an agreement. For example, has the potential partner entered other strategic alliances? Did they succeed or fail? Why? Is the potential partner financially stable? Do the potential partners share common strategic goals (a common vision) for the alliance? Finally, it should be noted that there are situations in which a privately owned firm may form a joint venture with a government as its partner. This has occurred in Latin America in lumbering and in the discovery, exploration, and development of oil fields. The government controls the resource, but it wants the expertise of a firm that has experience in developing that resource. Similarly, with the collapse of communism in Central and Eastern Europe, in 1989 and the early 1990s, privately owned firms from Europe and the Western Hemisphere formed joint ventures with state-owned firms in the formerly communist countries.
MANAGEMENT DECISIONS.
In strategic alliances based on joint ventures, division of management must be carefully planned. There are various mechanisms through which management of such a strategic alliance can be shared. One involves shared management in which each party participates fully in management. This requires a high degree of cooperation. A second mechanism is through assignment of management to one party. In such arrangements, the responsibility is usually assigned to the partner that owns the majority of the stock in the joint venture. A third mechanism is through delegation to executive managers of the joint venture. In such an arrangement, executives are hired to run the joint venture. They may be hired from the outside or transferred from the firms that own the joint venture. The executive managers are
responsible for day-to-day operations and decisions. The firms that own the joint venture do not get involved in day-to-day operations.
FORM OF OWNERSHIP.
In the case of a strategic alliance based on a joint venture, a form for doing business must be chosen. Usually the joint venture is created as a corporation, but the laws of each country vary as to types of corporations that are available and the legal requirements imposed on each. Usually, a joint venture is created under the corporate laws of the country in which it will be doing business. But this is not always true. For example, sometimes, a different country may be selected because it offers tax or other legal advantages. Countries that are sometimes selected for tax reasons include, for example, the Bahamas, Lichtenstein, and Monaco. It should also be noted that not all joint ventures involve a corporation. Occasionally, there may be legal reasons to create a joint venture under a form such as the limited partnership. A lawyer or lawyers must be consulted with regard to the choice of business organization and its formation. And, in the case of an international strategic alliance, lawyers licensed to practice in each of the nations involved should be involved. For example, there is no reciprocity with regard to legal practice under the North American Free Trade Agreement. The laws and legal systems of the United States and Mexico differ significantly. Therefore, an agreement between a Mexican and a U.S. firm should be reviewed by Mexican as well as U.S. lawyers. Within the European Union (EU), in contrast, there is reciprocity with respect to legal licensing and it is possible, legally, for a lawyer licensed in one EU country to handle an agreement in another EU country. Even in the EU, however, the need for expertise with respect to applicable laws may compel a party to hire a team that includes lawyers trained in the legal jurisdictions of each country whose laws may affect the agreement. In addition to specifying a form for the business organization, the agreement on which the strategic alliance is based covers topics such as management responsibilities, financial matters, and decision making. Other clauses depend on the needs of the individual parties.
concerns for U.S. companies involved in joint ventures with Mexican firms, because exchange rates between the United States and Mexico changed dramatically. In November 1994, the Mexican peso was trading for slightly over three pesos per U.S. dollar. The exchange rate had dropped to a low of 7.7 pesos per U.S. dollar as of March 1995. As of June 1999, the Mexican peso is trading for just over ten pesos per U.S. dollars. Therefore, the form of currency to be used in payments between companies from two countries must be addressed. Second, the potential for inflation must be considered. For example, inflation in Mexico reached an annualized rate of 64 percent as of February 1995. Although economic reforms have reduced Mexico's inflation to an annualized rate of 22 percent (comparing January 1999 to January 1998), inflation in Mexico continues to be much higher than in the United States. Third, interest rates can be affected by financial instability. For example, as of 1999 Mexico was still dealing with the aftermath of its debt crisis. Interest rates were relatively high as compared to those in the United States, and loans were difficult to obtain through Mexican banks. Such problems are not unique to dealing with Mexico. Exchange rates, payment (in whose currency?), the potential for varying rates of inflation in the two (or more) countries involved, and sources of loans are important considerations when an international strategic alliance is created. A third area of concern relates to the potential for political instability. Instability in Yugoslavia in 1999 means that the companies of that country are not likely to be selected as potential partners for strategic alliances. Similarly, concerns about the need for democratic reform causes businesses to proceed carefully when investing in the People's Republic of China. That is one of the reasons why U.S. businesses are encouraging the Clinton administration to support the admission of China to the World Trade Organization.
LOOKING AHEAD
Strategic alliances have become increasingly popular in international business. They provide businesses with various benefits including access to markets, sharing of risks and expenses, synergistic effects of shared knowledge and expertise, and competitive advantages in the marketplace. There are risks to be considered and cautions to be exercised as a firm enters a strategic alliance. But, as businesses continue to globalize, strategic alliances will continue to be a major tool for the firms involved. [Paulette L. Stenzel]
FURTHER READING:
Doz, Yves L., and Gary Hamel. Alliance Advantage: The Art of Creating Value through Partnering.Cambridge, MA: Harvard Business School Press, 1998. Griffin, Ricky W., and Michael W. Pustay. Chapter 12 of International Business: A Managerial Perspective. 2nd ed. Reading, PA: Addison-Wesley, 1999, 448-71. Lorange, Peter, and Johan Roos. Strategic Alliances: Formation, Implementation, and Evolution.Cambridge, MA: Blackwell Business, 1993.
Management-training program. This may include individuals with expertise in different areas such as human resources, leadership and communications skills, and conflict resolution. These consultants will utilize their different skills to develop the program and may then market it by using their respective client/contacts list.