Creating Profit Through Alliances - business models for collaboration E-book | Page 87
Contractual
agreements
Traditional
contract
• Transactional customer
Unilateral
agreement
• Licensing, franchising
• Long term outsourcing
Bilateral
agreement
• Joint R&D, marketing,
distribution
Minority
share
• One sided
Joint
Venture
• 50% - 50%
• Other proportions
Dissolve
a company
• Merger
• Takeover
/supplier relations
Partnerships
Share
transactions
losses incurred by the alliance. The structure then
resembles a contractual arrangement.
In all four cases (unilateral and bilateral contract,
minority stake and joint venture), the point is for the
companies to find a way to gain access to the
partner's valuable resources without losing control
over its own.
• Exchange of shares
Figure 28, Different legal forms of collaboration
The scholars Das and Teng contend that the
preference for the type of collaboration depends on
the type of resources contributed by the two
parties34. Are these:
For a shares transaction we can distinguish between:
a minority stake taken by one the partners in
the collaborative partner, or a share swap in
which the parties exchange shares;
a separate new legal person in which the
collaborating partners are shareholder,
commonly known as a joint venture.
The most likely preference depends on the
combination of resources contributed by parties A and
B, as represented in Figure 29.
Depicted in this way, an alliance resembles a halfway house between two independent parties
engaged in a traditional contract or a merger or
takeover, but research has shows that alliances
between companies rarely result in such a merger or
takeover33.
Company B
Compnay A
The term Joint Venture is frequently used to describe
a collaborative business. However, the term does not
have a legal status in all countries. It can be a regular
company with shareholders and limited liability,
where the shares are distributed among the partners.
This is the way it is used in this book. In other
countries it can be an entity without the possibility to
hold assets, where the partners are both liable for
material resources that cannot be copied, such
as money, production means, personnel,
distribution channels and patented knowledge;
or
knowledge-based resources that can be copied,
such as work methods, market information and
databases?
Material resources
Knowledge based
resources
Material
resources
Preference by A and B for
unilateral agreement, in
which use of resources is
compensated
Preference by A for a joint
venture: here knowledge
is shared most quickly
Knowledge
based
resources
Preference by A for a
minority share in B to
retain control over own
knowledge
Preference by A and B for
bilateral agreement:
detailed arrangements
can be made about
knowledge sharing
Figure 29, Most likely preferences regarding type of
alliance, from company A's point of view
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