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Corporate Restructuring

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Corporate Restructuring

CR can be defined as any change in the business capacity or portfolio that is carried out by an inorganic route or change in the capital structure or any change in the ownership of or control over the management of the company or combination. Main forms of Corporate Restructuring M&A Demerger (Sell-off, spin-off) Divestiture Acquisition Joint ventures Carve Out Consolidation Buy back of securities

Joint Ventures
It is an arrangement in which two or more companies contribute to the equity capital of a new company in pre decided proportion. A joint venture is a business agreement in which parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets. The venture can be for one specific project only or a continuing business relationship. The JV is dissolved when that goal is reached.

A joint venture takes place when two parties come together to take on one project. In a joint venture, both parties are equally invested in the project in terms of money, time, and effort to build on the original concept.
Some major JV include: Sony /Ericson - Electronics Boeing/Mitsubishi/Fuji/Kawasaki Small aircraft GM/Toyota Auto Segment 3M/Harris - Copiers

JVs are usually described as having the following characteristics:


Contribution by partners of money, property, effort, knowledge, skill etc to common undertaking Joint property interest in the subject matter of the entp Right of mutual control or management of the entp Expectation of profits and right to share the profits.

Hence each partner must have something unique and important to offer the venture and provide a source of gain to the other participants. However the sharing of information and or assets required to achieve the objectives need not extend beyond the JV.

Rationale foe JVs


To augment insufficient financial or technical ability to enter a particular LOB To share generic Mgnt skills in organising, planning etc To diversify risk To obtain distribution channels To achieve economies of scale

To extend activities with smaller investment than if done independently

Advantages of joint venture

enterprise are that perhaps one party may buy goods at a much cheaper rate, but he has no capital; a second person may perhaps advance the requisite capital, but has no business acumen; while a third individual is a good salesman and can sell the goods readily at a good margin. In a case like this, it is advantageous for all the three to combine their energy and work for mutual gain.
Disadvantages of Joint Ventures are the possibility of being ripped off or disappointed by unprofessional JV partners, and hurting your reputation and/or customers and associates by associating with the wrong people Reasons for failure:

The hoped technology never developed Inadequate pre planning for JV Managers with expertise in one company refused to share the knowledge with their counterparts in JV Inability to share control or compromise on difficult issues Risky projects

When determining whether or not to embark on a joint venture, it is important to ensure both parties are a match with the projected client base. In a joint venture, each party must compliment the other in business. Sometimes, a misunderstanding or a lack of communication can destroy a joint venture. Therefore, it is necessary for both parties to be capable of communicating what they are able to offer to the project and what their expectations are. Since money is involved in a joint venture, it is necessary to have a strategic plan in place. In short, both parties must be committed to focusing on the future of the partnership, rather than just the immediate returns. Ultimately, short term and long term successes are both important. In order to achieve this success, honesty, integrity, and communication within the joint venture are necessary.

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