INTRODUCTION
Joint ventures and strategic alliances are two alternatives to mergers and acquisitions that companies often employ in India. These arrangements allow companies to collaborate and leverage each other’s strengths while maintaining their individual identities and ownership structures. Both Joint ventures and Strategic alliances are one of the most important ways to grow in the present business scenario.
A Joint venture is a business arrangement where two or more companies pool their resources together to create a separate legal entity. Strategic alliances on the other hand are cooperative agreements between two or more companies to pursue a specific objective while retaining their separate identities and legal structures.
JOINT VENTURES
A joint venture is a special kind of business arrangement where two or more two parties agree to come together by pooling their resources.[1] This is done to generally achieve a specific task and therefore the period for this is usually defined and limited in duration. However, this does not mean that the arrangement is inherently tied to a specific age or time frame. The age of a joint venture can vary depending on when it was established and how long it has been in operation and whether or not it has achieved its purpose.
The general arrangement in Joint ventures happens when two or more parties incorporate a company in India. Business from one party is transferred to the company and accordingly, shares from the company formed are issued, which is subscribed by that party.
So, a joint venture can be defined as a contractual agreement whereby two or more parties undertake an economic activity that is subject to joint control.
The essence of a joint venture lies in its unique feature of pooling resources and expertise between 2 or more companies. This typically involves collaboration and cooperation, where the parties involved contribute their respective resources such as capital common technology, human resources, market access or any kind of specialised knowledge to achieve the common objective. The party is involved because this feature can work in a synergy which creates a more robust and competitive entity than they would have individually. This shared pool of resources can be financial, intellectual, technological or operational depending on the nature of the joint venture the parties have agreed on. The result of this approach is that the parties involved now have access to new markets, expand their product or service offerings, enhance their technological capabilities, or enter into new business areas that they might not have been able to pursue on their own. This is typically formalised through a contractual agreement which is known as a joint venture agreement.[2] It outlines the rights, responsibilities and decision-making processes of the parties involved.
Joint ventures are major of two types in India[3]–
- Contractual Joint Venture– this joint venture is used when a company does not need a separate legal entity. Therefore this joint venture is needed to be established for objectives of limited activity and a shorter period.
- Equity-Based Joint Venture– in this type a separate legal entity is created by an agreement of 2 or more parties. The associated parties pool their resources to achieve the common objective.
Further based on the purpose of a joint venture it can also be categorised into the following types-
- Functional-based joint venture
- Project-based joint venture
- Horizontal joint venture
- Vertical joint venture
STRATEGIC ALLIANCES
are cooperative agreements between 2 or more companies to pursue a specific objective while retaining their separate identities and legal structures. It is a form of corporate partnering in which 2 or more companies exchange resources and share risks.
A strategic alliance is a specific type of joint venture which is created for a limited period and without creating a separate legal entity.
In India, strategic alliances can be formed between domestic or foreign companies. In these alliances, the business done together goes beyond normal company-to-company dealings but falls short of a merger or a full partnership. These can vary from a simple technology-sharing agreement to a complex agreement which involves multiple companies located in separate jurisdictions.[4]
Alliances can take various forms such as licensing agreements, distribution agreements, technology-sharing agreements, research and development collaborations, and marketing partnerships.[5]
Globalization and technological advancement has fundamentally changed how companies all around the world interact with each other in the 21st century. Due to this, for many organizations strategic alliances are becoming a fundamental part of corporate strategy as a means of keeping abreast of disruptive technologies. Pioneering industries like pharmaceuticals and technology have used strategic alliances as a key growth strategy for the past couple of decades. Thus we can confidently say that strategic alliances are not an entirely new trend.[6]
Despite their various advantages, strategic alliances as a tool continue to suffer from fundamental misperceptions that ultimately reduce their effectiveness. It is therefore important to know how the process of forming strategic alliances in India, including negotiation and please establishment of agreements is done. The major steps are as follows-
- Identifying various objectives and potential parties- This is the first step in forming any kind of strategic alliance between different corporate entities. This involves the determination of the desired goals of the alliance and the potential parties that would possess complementary strengths and resources to achieve these desired objectives.
- Due diligence- Conducting due intelligence to evaluate the reputation of potential partners, their financial stability and their strategic compatibility is the second step. Cultural fit and shared values are also considered during this stage only.
- Negotiation and agreement formulation- After the partners or parties are identified, negotiations began to define the terms of the strategic alliance. This will typically involve multiple rounds of discussions to align expectations, address concerns, and reach a mutually beneficial agreement. The key areas of negotiation will primarily include resource sharing, the decision-making process, and the arrangement of intellectual property rights.
- Drafting of the alliance agreement- After successful negotiations, a formal alliance agreement will be drafted. This will be a comprehensive document that will outline the purpose of the alliance, its duration, the scope of collaboration and the fundamental governance structure.
BENEFITS AND LIMITATIONS
Firstly, these arrangements enable resource sharing and risk mitigation. By pooling together resources such as capital, technology, expertise, and market access, companies can share the risks and costs associated with ventures, while gaining access to new markets and opportunities. Secondly, Joint Ventures and strategic alliances facilitate expanded market presence. Collaborating with a partner allows companies to leverage the partner’s established market presence, distribution channels, and customer base, enabling them to penetrate new territories or market segments more effectively.[7]
Secondly, JVs and strategic alliances facilitate expanded market presence. Collaborating with a partner allows companies to leverage the partner’s established market presence, distribution channels, and customer base, enabling them to penetrate new territories or market segments more effectively.
Lastly, joint ventures and strategic alliances promote cost efficiency. By sharing costs such as research and development expenses, infrastructure investments, and marketing expenditures, companies can achieve improved financial performance and maximize resources.
However, it is essential to consider the limitations of joint ventures and strategic alliances. Cultural differences and compatibility can pose challenges. Companies must navigate varying management styles, conflicting objectives, and potential clashes of values and working cultures, which can hinder effective collaboration. Control and decision-making can also become complex in these arrangements. Differing opinions and conflicting interests may arise, necessitating effective communication and conflict resolution mechanisms to strike a balance between autonomy and joint control. Furthermore, there is a risk of potential loss of intellectual property. Companies must establish comprehensive agreements to protect their proprietary knowledge and intellectual property rights, ensuring fair usage and preventing unauthorized disclosure. Finally, joint ventures and strategic alliances may create a dependency on the performance of the partner. If the partner fails to meet expectations or underperforms, it can significantly impact the overall success and sustainability of the collaboration.
CONCLUSION
From technology, and aerospace, to pharmaceutical strategic alliances and joint ventures have globally become significant for Companies all over the globe. It allows businesses to gain a competitive advantage through access to a partner’s resources which includes markets, technologies, and capabilities, enabling participants to grow and expand more efficiently. While these arrangements have significant benefits, it is crucial to navigate the limitations, including cultural differences, control challenges, intellectual property concerns, and dependency on partners. Proper planning, effective communication, and comprehensive agreements are vital to mitigate risks and maximize the benefits of these collaborative arrangements in the Indian business landscape.
Author(s) Name: Arnav Jha (Amity Law School, Noida)
References:
[1] Marshal Hargrave, ‘Joint Venture (JV): What Is It and Why Do Companies Form One?’
(Investopedia, March 28 2023) < https://www.investopedia.com/terms/j/jointventure.asp> accessed June 9, 2023
[2] Beamish, Paul W. and Ariff Kachra, ‘Number of partners and JV performance’, (2003) 39(2) Journal of Business Law 107, 12
[3] Jaideep Anand and Andrew Delios, ‘India: A dream deferred or a dream shattered’ (1995) 60(2) Business Quarterly 22-31
[4] HU Consultancy, ‘Strategic Alliances’, HU Consultancy (2023) <https://huconsultancy.com/strategic-alliances/> (Accessed: 15 June 2023).
[5] Brucellaria, M. (1997). Strategic Alliances Spell Success, Management Accounting, 77,7, 18
[6] Booz, Allen and Hamilton, ‘Cross-border alliances in the age of collaboration”(1997) Viewpoint.
[7] Paul W. Beamish and Nathaniel Lupton, ‘Managing joint ventures’ (2009) 23(2) Academy of Management Perspectives 75-94..
