For the parties, a JV is akin to entering a relationship that sits somewhere between a confidant friend and marriage. Given the investment that such a twinning creates, emotionally and financially, approaching such an altar with cold sweaty feet would suggest that sufficient due diligence has not been completed.
Before seeking and engaging with potential partners, make sure you truly have considered the other options. Maybe a direct investment, take-over of an existing entity or some other form of partnership might better achieve the solutions you have clearly identified and ultimately can deliver on the projected returns that are expected.
Having cleared that high hurdle, the ability to resolve the inevitable conflict situations that will arise is something you cannot afford to have untested, preferably prior to the signing of any heads of agreement. Good test runs can be had on issues such as management control and accounting treatment; especially that related to profits and issues such as dilution should additional funding be required. Such operational and capital planning will aid in securing a stable foundation.
As to what makes a good partner, you only need to strike a shuttlecock to tap someone with direct or indirect experiences of how long a piece of string that can be. It is often more effective to begin counter intuitively, in this case with your JV partner's point of view. Maybe they are seeking to incorporate better functional skills, business measurement or professional approach, into their organisation to aid growth. Conversely your goals might involve exploitation of products maturing in the home or taking advantage of business conditions unique to the location of the JV.
While differing partner goals are not an issue to a deal, they must not conflict. Mismatches must be identified and eliminated. If this is not possible, both parties should walk away content that incongruence of desired outcomes was the valid reason for a no-fault separation. Even relationships have events, some long term. Whereas marriage brings the unforeseeable in the shape of offspring, a JV can so similarly in the form of its managing director. Belonging to both parents, this person will do everything to progress (correctly) the interests of the JV, often to the chagrin of the parents who instinctively attempt to nudge it in line with their thinking.
Content with JV as a model and what fit the partner's needs, next comes the evaluation of that partner. This can broadly be listed as:
- Do they have the required skills, scale and support?
- What access to that pool while be forthcoming?
- Is the fit a compatible one?
Best practice JV's result from partnerships that develop a viable long term business, born from recognition of their respective long-term requirements. Distinguishment must be made between a partner's skills today and the JV's progressive requirement. Be wary about one that appears not to invest in its core skills, apparently waiting for someone to carry them.
Access is not just about your partner opening up to you, it also encompasses ability to communicate. Language can mean very different things to someone in another country. A Chinese JV I was involved with caused much heartache, not due to any malicious intent but losses in translation. Translated contracts often appeared to have been written by primary schoolchildren. Extrapolate that issue with the ones that arise when it comes to engaging in market opportunities.
Visit your JV partner in its natural environment to judge both their behaviour and how they choose to live in their home territory. Does their office environment match your preferred ambiance? Talk to their suppliers, even their clients, to gauge their practices. This will need to be done with great sensitivity. Engaging in a minor project prior to a scaled agreement should be part of the process.
Commitment to a long term relationship requires much focus and effort to keep it fresh, so keep the following in mind beginning with your own approach. Anything that is measured is focused upon. Define expectations and ensure reporting procedures are in place, from capture to following up on reviewed data. At this stage, having spent exhausting amounts of time and resource creating the entity, momentum must continue maintaining focus on the nascent opportunity.
Often overlooked is the greater business entity you belong to. Ensure that any communication with the JV partner or the JV is in line with the message from your division. Mixed messages or Chinese whispers do not engender confidence and in larger organisations that noise could be deafening.
Having resolved potential issues on your side, ask that the JV partner does likewise. Showing such consideration through the implementation of controls will be much appreciated and by driving these policies you have more control over its final form. If the JV already exists, remember it is not all about the partners. The managing director of the JV must be party to discussions.
Lastly change happens. The purpose of the JV is subject to variances in competitive environment, technological advancements and personnel change. When the JV outlives, its usefulness have a detachment plan in place. Legal documentation needs to be water tight in respect of positional red lines. Jurisdiction: where and its reach, arbitration: where and how binding its decisions and lastly the process of dissolving the JV. These need to be negotiated while maintaining cordial and constructive relations with your partner.
There are various methods that address the tricky issue of operational control of JV.
- Splitting control based on skill superiority would ensure that capability leads, creating classic competitive advantage
- Tactical decisions would be taken jointly, strategic having been prescribed as part of the set up. This will slow decision making, but will be more sensitive to market conditions given each party will better need to convince the other of a particular decision.
- Finally the parties may agree to allow one or the other to make all decisions. It is commonly held that joint control is rarely a workable one, which raises the question as to why an organisation would require a JV in the first place.
How differences are resolved is indicative of the health of the JV. Besides challenging decisions underlying assumptions, this push pull allows both sides to demonstrate synergetic thinking. Conflict that can be built upon is corporately progressive. Starting the venture with agreed streamlined goals and the thought process behind those will mean a better understanding of the other party's position when preparing to discuss a compromise. Predefined processes for dealing with issues, high levels of input from the JV management team, sensitivity to local norms and reaffirmation of commitment to the success of the JV are also parts of a solution puzzle.
While many JVs in new markets are a two-party affair, there is no reason why there can't be more partners involved. This adds complexity to the structure, but the additional perspectives and skills should mean expectations for returns are higher. These additional partners may take non-executive director type roles in the JV, their experience, preparedness to challenge and connections all adding value.
- The writer is senior financial consultant based in Dubai

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