Joint Venture and Partnership Investigations

Do’s and Don’ts

Joint Ventures (JV's) have successfully made and sold goods ranging from soft drinks and ice cream to elevators, oil, sport-utility vehicles, and jet engines. Some Canadian firms use JV's to lower costs or gain a measure of local identity—useful in a culture where some still view foreigners with suspicion. Some local-content mandates (for example, in the oil sector) require a certain percentage of locally-sourced goods and services. Firms that can creatively help buyers meet such rules gain an advantage in Kazakhstan’s market. However, joint venturing is not for everyone.

Considerations in Forming a Joint Venture in Kazakhstan

The JV concept is often viewed differently by Kazakh and Canadian partners. Firms often see JV's as a means for securing local marketing experience. Kazakh managers, on the other hand, often view foreign partners chiefly as a source of capital. Although there are many successful JV's in which both partner's goals have been met, undertaking a venture with a partner that does not share your goals can set the stage for a problematic or frustrating business relationship.

  1. DO: Learn whether your potential Kazakh partner shares your expectations and objectives.
  2. DON'T:Commit yourself, legally or financially, before you are satisfied on this question.

  3. DO: Invest up front in good professional advice
  4. DON'T: Short change your business when it comes to professional support services.

Kazakhstan features labyrinth registration rules, arcane accounting, tricky taxes / tax reporting, and other hurdles that call for seasoned counsel. Although good advice is costly, letting problems appear before devoting resources to them is a mistake.

  1. DO: Try to have a controlling share, or at minimum a 50 percent share, in the joint venture.
  2. DON'T: Settle for minority stake if it’s avoidable

Immeadiately after the Soviet era, when JV's with foreign partners first appeared in Kazakhstan, foreigners were often barred from control. Usually, this is no longer the case. Be aware that minority shareholders have had trouble protecting their rights in Kazakh courts. If your potential partner company wants a 50 percent or greater share, ask yourself: "Is its contribution likely to merit the share it seeks?" In some cases, the answer will be “yes,” but not always

  1. DO: Put yourself in position so that the business relies on your involvement, not just your money.
  2. DON'T: Be an “absentee” partner.

A recipe for disaster is to Form a JV with a new partner after limited acquaintance, grant him authority for purchases, marketing efforts, accounting statements or expenses, then return to the Canada in expectation that he’ll implement your business plan and wire home your agreed-upon share of profits on schedule. If your partners need your approval on these matters, not only do they have incentive to maintain a cooperative relationship, but the resulting interaction helps them to learn from your experience—and you from theirs.

  1. DO: Stick to your business standards.
  2. DON'T: Suspend good judgement or due diligence, or accede to legally dubious tactics.

A popular refrain holds that “Kazakhstan is different—you can’t operate here like you do in the West.” Still, apply the same standards in evaluating a partner in Kazakhstan as you would elsewhere. A handshake is no substitute for a contract. Identify in advance your terms for settling disputes. Research local conditions affecting foreign investment. Meet not only with local officials but also with other foreign investors and associations whose advice may prove instructive.

An oft-heard corollary to the “Kazakhstan is different” mindset is “It’s impossible to do business here legally.” Anecdotes abound of Westerners tacitly condoning bribery or other illicit tactics by partners. A warning is found in the experience of the Canadian partner in a failed JV who, to his subsequent regret, gave in to his partner’s insistence on hiding sales from tax officers. He had intended, he explained, to get the business going, then correct accounts later. When his partner later moved to oust him from the venture illegally, the Canadian found himself unable to approach authorities for help, fearing this would reveal his complicity in concealing revenues

  1. DO: Ask whether a JV is your best option.
  2. DON'T: See joint venturing as your only option.

JVs demand meticulous planning and sustained commitment. In Kazakhstan, other forms of alliance are often preferable, especially for smaller companies. If it’s factory space or retail storefront you want, do you really need to enlist the owner of the factory or store as a partner, or would you be better off renting? If it’s a reliable distributor you need, must you offer a partnership, or will a contract suffice? The answers may vary, but be sure to explore such questions.

One last possibility that has found success is the franchise. Although never thought of for service sector companies in Canada it has been well received, and successful, in Kazakhstan and limits the expenditure from the franschisee at the same time generating an in country income. Usually specialized services are not not included in the franchise but, although offered locally, are contracted back from the Canadian firm.

Primary and Secondary Research

The following questions have been prepared as a guide only. The list is not complete and some items shown may not be applicable but we have strived to give a general outline of the extent that the investigation and research should cover. The list was compliled from past experience in joint venture investigations and negotiations. Altmar can assit you with any special needs you may have in conducting the necessary research and negotiations.


    Some Suggested Guidelines

    • general information
    • demographic information
    • import and export barriers
    • legal and political standards and their direct implication
    • competition both domestic and foreign
    • transportation and distribution methods
    • potential export markets and sales territories
    • distribution contacts, characteristics and credibility
    • end user contacts and characteristics
    • insurance, labour, benefits requirement,
    • banking standards
    • existing lines of credit available from Canada for purcahsers
    • language, cultural and social differences affecting product & service acceptance
    • exchange controls, duties, quotas, customs and entry procedures, embargoes

    Analysis

      On Site Investigation and Negotiation

      • viewing of plants and equipment
      • product specifications, production capacity and quality
      • market sectors and marketing methods
      • discussions of market possibilities
      • cash flow analysis (profitability) of existing operations
      • repatriation of profits from operations
      • discussions of joint venture structuring available
      • investigations of commercial laws and required procedures
      • licensing capabilities and requirements
      • transportation and distribution system, availability, and associated costs
      • management capabilities and training requirements
      • tradesmen qualifications and training requirements
      • overall training requirements
      • data analysis, further exchange of information via long distance communication

      Research Requirements Before Negotiations

        Companies who know each other's needs & capabilities have a better chance of forming a successful joint venture.

      Organization and Capitalization

      • what is to be the share participation and legal structure?
      • distribution of seats on the Board of Directors?

      Financial Arrangements

      • how will costs and prices be established?
      • what will be the costs of inputs and supplies?
      • labour and training costs?
      • what accounting methods will be used?
      • how are profits defined?
      • what types of taxes would apply?
      • how would profits be repatriated to Canada?

      Management

      • what would be the Western partner's influence over selection or removal of foreign managers?
      • who is responsible for labor supply?

      Facilities Operated by Foreign Enterprise

        Plant Size

        • area (sq. m.) is this sufficient
        • ability for expansion; bulding, land storage area
        • own or rent/lease facilities
        • number of employees
        • number of years in use

        Managerial Capabilities and Skill of Employees

        • level of education
        • western management skills
        • management structure
        • training
        • languages spoken
        • direct or applicable experience

        Production Capacity

        • capacity
        • current utilization rate

        Annual Sales

        • profitability
        • operational costs

        Technology

        • use of outdated technology and operating methods

        Equipment and Machinery

        • age and operating condition
        • origin
        • servicing availability

        Requirements From The Foreign Partner

        • equipment
        • technology
        • training
        • marketing
        • financing
        • management

        Export Capabilities and Experience

        • export license
        • total export sales
        • percentage of total sales which are exports
        • countries exported to

        Involement and Contact With Foreign Companies

        • who with
        • when
        • why JV did not go ahead
        • if operational define general agreement and profitability

        Sources of Raw Materials and Equipment

        • purchasing requirements
        • additional costs for importation
        • import taxes or duties