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The Joint Venture (JV) Handbook

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DOI: 10.2139/ssrn.2127281

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 September 2012

IHS Consulting

Strategic
The Joint Venture
Advisory &
Transaction
Support
(JV) Handbook

Mark Jelinek
Director
+44 203 159 3503
[email protected]

Justin Pettit
Vice President
+1 212 850 8552
[email protected]

The authors gratefully acknowledge the contributions of Andy Barrett, Blaine Finley, Roger Green and Michael Marinovic, plus countless others too
many to list from across the entire IHS organization; however, any errors or omissions remain entirely our own. The views expressed herein are
solely those of the authors.
THE JOINT VENTURE (JV) HANDBOOK

Contents

Executive Summary ..................................................................... 3

Who Uses Joint Ventures?........................................................... 4
Access to Markets/Access to Capital................................................. 4
A Syndication of Capital .................................................................... 4
Economies of Scale .......................................................................... 5
A Syndication of Risk ........................................................................ 5
Access to Organizational Capabilities & Positional Assets ................ 5
Other JV Trends................................................................................ 6
Why Do Companies Joint Venture? ............................................. 6
The Rationale for JVs........................................................................ 6
JV Value & Valuation ........................................................................ 7
JV Costs & Challenges ..................................................................... 9
When to Choose What Vehicle or Structure............................... 10
“Build”, “Borrow”, or “Buy”? ............................................................. 11
Non-Operated Ventures (NOVs) ..................................................... 12
Public-Private Partnerships ............................................................. 13
Joint Ventures in Practice: The How ......................................... 13
Treatment of Sources & Uses of Cashflow ...................................... 14
JV Contract Rights (How to Create Real Options) ........................... 15
Case Study ..................................................................................... 16
Exit & Termination ........................................................................... 17
Making it Work ........................................................................... 18
JV Best Practice .............................................................................. 18
Operating Model Design ................................................................. 19
Effective Decision Making in JVs..................................................... 21
Best Practice in Non-Operated Ventures......................................... 22
How IHS Consulting Can Help ................................................... 22

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Executive Summary

JVs were once Joint ventures (JVs) were once the domain of international market entry – a
largely the domain of “necessary evil” to comply with restrictions on foreign ownership. In so doing,
international market they also afforded access to local expertise and enabled companies to
entry, a necessary effectively “trial” a foreign market entry with a smaller commitment of resources
evil to comply with – and with a natural exit option in the event that the trial failed.
restrictions on
foreign ownership However, the nature of JVs has changed. Previously in decline, we have seen
a new surge in collaborative deals in many sectors and countries, with the
primary impetus being to gain access to positional assets (e.g. brands, oil and
gas reserves, advantaged production sites, etc.), organizational capabilities
and technologies, to gain scale, or to syndicate risk and capital.

The nature of business opportunity has grown in complexity, uncertainty and

now evolves at a greater pace, making it increasingly difficult to “go alone”.
JVs have also long been popular for large capital projects. State owned
enterprises (SOEs) often collaborate in their quest for knowledge transfer and
capability building.
We have seen a
surge in collaborative IOCs and national oil companies (NOCs) collaborate with independents for
deals to gain access access to attractive reserves. Oil and gas companies have tuned to JVs as part
to technologies, of a broader unconventionals (e.g. shale, oil sands, coal bed methane) strategy
positional assets, (see below).
organizational
capabilities, and to Portfolio Production by Operator among IOCs
syndicate both
Illustration of JV Incidence in Oil & Gas Industry
capital and risk
BOE/day 2,700,000 3,200,000 2,100,000 Other
2,700,000
100% 100% 100% 100%
Other Other 2% 3% 2%
5% 1% 2% Petronas Other Virginia Indonesia Co Shell
AIOC 2% Shell 2%
BP 1% Total 2% 4%
1% ExxonMobil Woodside Marathon
2% 4% Total Eni 2%
Eni Petronas
2% 2% Maersk 5% Total
Statoil ConocoPhillips 3%
Sakhalin Energy 2% Statoil 6%
3% PDVSA 3% 7% Reliance
Salym Petroleum
4% Chevron 6% Woodside 3%
ExxonMobil
Total 4%
7% ExxonMobil
Woodside 5%
AIOC 4%
Maersk 6% ADNOC 12%
Britsih Gas 4%
13% ADNOC
PDO 8%

Shell 15%
ADNOC 8%

20% TNK

Operated 69%

Operated 52% Operated 51%

Operated 41%

Shell ExxonMobil Chevron BP

Source: IHS Consulting

JV success is as
much about creating JV success is as much about creating an attractive opportunity as it is about
an attractive
opportunity as it is
finding an attractive opportunity. While resource assessment and partner
about finding an attractiveness are important, the opportunity for value creation is equally
attractive opportunity dependent on deal design, design of the operating model and implementation.
We follow this journey with the following handbook; our perspectives are based
on literature, empirical data, case studies and field experience.

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Who Uses Joint Ventures?

We have seen a surge in collaborative deals across many sectors and

countries, with the primary impetus being to gain access to positional assets,
1
technologies and organizational capabilities. State owned enterprises (SOEs)
often collaborate in their quest for knowledge transfer and capability building –
for example, Saudi Aramco manages a large number of JVs with international
oil companies, both domestically and overseas. Moreover, international oil
companies (IOCs) and national oil companies (NOCs) have increasingly
collaborated with independents for access to attractive reserves as well as to
build capabilities (e.g. Unconventionals). JVs are also a popular means to
syndicate or share both capital and risk in large capital projects.

Access to Markets/Access to Capital

An oversimplification of course, but TNK-BP is an example of access to

markets in exchange for access to capital. TNK-BP is a leading Russian oil
company and among the top ten privately owned oil companies in the world in
TNK-BP is an example terms of crude production. It is vertically integrated (i.e. upstream and
of access to markets downstream) in Russia and the Ukraine. BP and the AAR consortium (Alfa
in exchange for Group, Access Industries and Renova Group) each own 50% of TNK-BP. AAR
access to capital is privately owned, mainly by oligarchs. The shareholders of TNK-BP also own
close to 50% of Slavneft, another vertically integrated Russian oil company.
Although financially successful, TNK-BP has gone through political turmoil.

A Syndication of Capital

Again, an oversimplification, but KazakhstanCaspiShelf (KCS) is an example of

a syndication of capital. KCS was established in 1993 to oversee oil and gas
resource development in the Kazakhstan sector of the Caspian Sea. The
Government of Kazakhstan selected seven IOC’s (Eni, BG Group, Mobil, Shell,
Total, BP and Statoil) to form the consortium. From 1993 to 1997, the
consortium carried out a major seismic survey, identifying the Kashagan field.
KazakhstanCaspiShelf
(KCS) is an example of
syndication of capital In 1997, the consortium and the Government of Kazakhstan signed a
production sharing agreement. In 1998, the Government of Kazakhstan sold
its participation to Phillips Petroleum and INPEX. A new joint operating
company was formed, Offshore Kazakhstan International Operating Company
(OKIOC). In 2001, Eni subsidiary, Agip Caspian Sea, was designated sole
operator. In 2002, BP and Statoil sold their shares, and in 2005, all consortium
companies, except INPEX, transferred 50% of the newly acquired shares to
the Kazakhstan National Oil company, KazMunayGas. In 2006, Agip
commissioned its first production well.

In 2009, a new joint operator, the North Caspian Operating Company (NCOC)
assumed the responsibilities of sole operator. Through Agip, agent for NCOC,
Eni retained responsibility of the execution of the pilot program (phase 1). For
phase 2, the co-managers for project execution are Shell for offshore
development, Eni for onshore plant and ExxonMobil for drilling.

1
Chris C., Clyde A., and del Maestro, A., Move to the Left for Success, Oilfield Technology.

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Economies of Scale

Infineum Holdings B.V. is a market leader in the manufacture of lubricant

Infineum is an additives. The company operates as a JV between Exxon Mobil Corporation
example of and Royal Dutch Shell plc. Infineum has achieved great success in the market
economies of scale through a shared strategic agenda of its two shareholders, diligent execution,
and economies of scale.

In the 1990s, most majors had their own additives manufacturing business,
creating special additives packages as a basis for fuels and lubricants
production. Additive production became very unprofitable because of non-
optimized production and tremendous bargaining power by powerful lubes
buyers who conducted annual tendering for large discounts. The consolidation
of the sector, in part through the Infineum JV, has countered the buying power
and increased the utilization of manufacturing assets. Infineum’s primary
competitor, Lubrizol, was taken private by Berkshire Hathaway in 2011.

A Syndication of Risk

The BP-Rosneft alliance is an example of the syndication of risk, for upstream

development in the Arctic. In the share swap, BP acquired a 9.5% stake in
The BP-Rosneft Rosneft, while Rosneft took a 5% stake in BP. BP already had a 1.3%
alliance is an shareholding, bringing their total stake to 10.8%. The exploration agreement
example of the focused on the South Kara Sea and the formation of an Arctic technology
syndication of risk centre to develop innovative technologies for safe exploitation of the Russian
Arctic shelf. This equity swap is the first major example of NOC-IOC cross
shareholdings. BP bought the right to book reserves and future production
equivalent to its share in the venture. And with Rosneft 75% state owned,
closer ties with the Russian government offered the potential for support in
Russia. For Rosneft, the deal provided access to BP’s technical expertise, and
potential for international collaboration elsewhere. Downstream, the refining
JV offered the potential to tap a significant European customer base (in 2010,
Rosneft had already secured a 50% stake, from PdVSA, in BP’s Ruhr Oel).

Access to Organizational Capabilities & Positional Assets

Eni established a JV with Quicksilver in order to gain access to organizational

capabilities and positional assets (e.g. shale gas capability development and
Barnett shale gas reserves). In May 2009, Quicksilver needed cash at a time
Eni-Quicksilver is an
example of buying when the capital markets were illiquid and gas prices were plummeting. They
access to sold Eni a 27.5% share of leasehold interests in the Barnett shale for $280Mn
organizational in cash, which represented only 5% of Quicksilver’s total proved reserves.
capabilities and While not explicitly part of deal, Quicksilver saw this as a step toward
positional assets expanding their unconventional footprint beyond the Barnett.

Eni gained access to shale-gas development at an established, low-unit-cost

player, in a field that is the most developed and understood of all U.S.
unconventional gas plays. Eni was allowed to “second team” with Quick Silver
in Fort Worth – attending meetings, observing their approach, sharing
technologies, etc. in order to build organizational capabilities such as land and
lease management, field planning, drilling approaches, well completion,
process standardization, capital planning, procurement and oil field services
management, decision-making & decision rights, and knowledge transfer).

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Other JV Trends

New technology is still an important lever for influence in setting up JVs –

although many companies, including IOCs, are careful about technology
NOCs are becoming transfer. Another key issue of focus has been securing the rights to market
more comfortable products from the JV. For example, Kuwaiti and Qatari companies continue to
with 100% rely on Western partners for marketing and brand strength – IOC project
ownership; JVs are management expertise is now a less important consideration. In both Asia and
still sought for the Middle East, JVs are more common in chemicals than refining. But we
technology transfer expect to see NOCs rely less on IOCs and become more assertive partners.
and market access SABIC is more comfortable with 100% owned ventures, and while GE Plastics
was a 100% acquisition, they will seek Western partners when entering some
new business areas. SABIC are also increasingly more comfortable at
marketing products and have built or acquired channels to market.

Why Do Companies Joint Venture?

Earlier in this paper, we outlined who used JVs through a series of mini cases.
Rationale for JVs The rationale highlighted in these cases is illustrated and clarified below.
includes market
access, capital & risk
sharing, economies The Rationale for JVs
of scale and
capabilities & Market Access: The early cases of JVs were ones that provided access to
positional assets international end markets for growth. This remains a popular (albeit declining)
rationale for JVs, especially in consumer facing industries and markets with
foreign ownership restrictions. The extent of globalism has now reduced the
importance of this rationale.

Joint Venture Strategic Intent

Rationale for Joint Ventures

Market
Access

Capabilities JV Capital
& Positional Strategic & Risk
Assets Intent Sharing

Scale
Economies

Source: IHS Consulting, Booz & Company

Syndication of Capital & Risk: The sharing, or syndication, of capital and/or

risk is a second reason for a JV. This is especially true for capital-constrained

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private companies, for large-scale capital projects in the resource, power and
infrastructure sectors, and for smaller companies in the relatively risky
technology and biopharma sectors.

Relevant scale does Economies of Scale: As we saw with the case of Infineum, JVs may confer
2
not simply mean the potentially significant advantages of relevant scale. But this does not
increased size – simply mean an increase in size; coherence – the complexity, range, and
coherence is equally related nature – is an equally significant factor in sustaining a competitive
significant in advantage. Together, size and coherence create the relevant scale that helps
sustaining
companies gain the depth and expertise they need if they are to deploy their
competitive
advantage assets and capabilities effectively. This insight may seem simple, but
represents a critical evolution beyond the conglomerate mindset of the past 40
years – a mindset that formerly focused on size alone, with insufficient
3
emphasis on coherence.

Capabilities & Positional Assets: The continuous growth of advantaged

positional assets and organizational capabilities has been linked to sustained
4
growth and financial success. There are only three ways to develop the
capabilities necessary for profitable growth:

 Build them organically, or

 Buy them through M&A, or
 Borrow them through virtual scale by using alliances and partnerships

Successful business do not choose among building, buying and borrowing –

Successful business
they conduct all three activities, under one shared strategic agenda, with a
do not choose among
building, buying and
coordinated road map so that the activities are mutually reinforcing. And so
borrowing – they just as with M&A or organic initiatives, JVs can provide access to advantaged
conduct all three positional assets & organizational capabilities. In fact, in some industries, the
activities, under one widening of bid-ask spreads in the aftermath of the capital markets crises, has
strategic agenda driven partnerships to become an increasingly popular entry approach.

JV Value & Valuation

An extensive body of empirical research has demonstrated that JVs create

5 6
value. Properly structured JVs can confer many of the same benefits as an
acquisition, plus more flexibility. Literature has also documented significant
wealth gains accompanying JV announcements, and the relationship between
these gains and various characteristics. Event studies have documented the
most significant sources of value – the highest gains are in horizontal
combinations in concentrated industries; gains are related to characteristics
such as firm size, degree of relatedness of the JV with the parent, and the
effect of a parent’s JV capabilities.

2
Pettit, Justin and Darner, Erik, The Myth of First Mover Advantage (January 23, 2012). Available
at SSRN: http://ssrn.com/abstract=1989078 or http://dx.doi.org/10.2139/ssrn.1989078.
3
Adolph, Gerald and Pettit, Justin, Merge Ahead: Mastering the Five Enduring Trends of Artful
M&A McGraw Hill (2009).
4
Ibid.
5
Mohanram, Partha S. and Nanda, Ashish, When Do Joint Ventures Create Value? (February
1998). Available at SSRN: http://ssrn.com/abstract=7382 or http://dx.doi.org/10.2139/ssrn.7382
6
Schut, Gertjan and Van Frederikslust, Ruud A.I., Shareholder Wealth Effects of Joint Venture
Strategies: Theory and Evidence from The Netherlands (October 2001). EFA 2002 Berlin
Meetings Discussion Paper. Available at SSRN: http://ssrn.com/abstract=302007 or
http://dx.doi.org/10.2139/ssrn.302007.

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For example, one analysis of 253 JV announcements found that companies

earned positive abnormal returns around the announcement date, with three
drivers of stock market reaction – strategic considerations, agency costs, and
7
signaling:

 The stock market reacted positively to JVs that involved a pooling of

complementary resources, but
 JVs by companies with high levels of free cash flow were received
negatively – those most susceptible to agency costs, and
 Small companies that entered JVs with larger companies earned
significant positive abnormal returns, due to the signaling value

JVs add value when JVs typically add value when two companies have complementary assets,
two companies have creating an opportunity for operational synergies as well as sharing of risk,
complementary technology and capital. On average, both parties gain – the more so with
assets or capabilities, “marriages of equals” (unlike M&A). JVs often have more “option value” than
creating opportunity M&A deals, by providing a firm with the flexibility to increase or decrease
for synergies 8
investment depending upon on how conditions develop:

 Commitment may increase, as partners learn more,

 Commitment may be deferred, through step-up provisions, and
 Commitment may be reversed at low cost, by selling to the partner

Valuation of a Joint Venture Agreement

Value of Options Dictates Optimal Path Forward
Value XYZ
XYZ’s 35% equity 500 million revenue 1 Billion revenue trigger
(€ Millions) Exercise value Ownership
protection period trigger - max.XYZ - max.XYZ ownership
ends ownership =35% =20% (6.5X EBITDA)
1,400 50%

1,200
40%
1,000
XYZ Ownership
800 (Right Axis)
30%

600 20%
400 JV value
Put option value
2018 Exercise - €12 M 10%
200 2020 Exercise - €9 M

0 0%
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Source: IHS Consulting, Booz & Company

The strategic value of a JV and the flexibility that stems from a less than full
9
commitment are important drivers of value. We illustrate the value of
optionality above in the valuation of an option-laden JV agreement in the
automotive industry, where “equity protection” dictated the optimal path.

7
Mohanram, Partha S. and Nanda, Ashish, When Do Joint Ventures Create Value? (February
1998). Available at SSRN: http://ssrn.com/abstract=7382 or http://dx.doi.org/10.2139/ssrn.7382.
8
Pettit, Justin, Private Sector Capital Strategies for Public Service Infrastructure (October 20,
2011). Available at SSRN: http://ssrn.com/abstract=1944317 or
http://dx.doi.org/10.2139/ssrn.1944317.
9
Pape, Ulrich and Schmidt-Tank, Stephan H., Valuing Joint Ventures Using Real Options
(September 2004). ESCP-EAP Working Paper No. 7. Available at SSRN:
http://ssrn.com/abstract=695821 or http://dx.doi.org/10.2139/ssrn.695821.

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JV Costs & Challenges

Corporate experience Despite their prevalence, corporate experience with JVs has tended to be poor
with JVs has been – some executives even refuse to consider them. While JVs are common,
poor and so some their structure leads to operational difficulties that impair both value creation
executives refuse to and value capture. The complexity of JVs – evidenced by the number of key
consider them issues – makes them more difficult to execute successfully. JVs are especially
difficult along many operational dimensions, which can impair both value
creation and value capture. Moreover, in some cases, the incumbents are
10
capturing the lion’s share of any value creation.
11
The forces of globalization had been putting the use of JVs into decline.
Research on partial ownership of foreign affiliates by multinational companies
12
has documented an overall decline in the use of JVs over the last 20 years.
Companies have responded to regulatory and tax changes by using wholly
owned affiliates instead of JVs and expanding intra-firm trade and technology
transfer. Whole ownership is most common when firms coordinate integrated
production activities across different locations, transfer technology, and benefit
from worldwide tax planning. As much as one to three-fifths of the decline in
the use of JVs by multinational firms is due to the increased importance of
intra-firm transactions.

Comparison of M&A and JV Deals

Relative Effort to Close
100%
 Transaction price
Deal
 Due diligence
JVs are especially Issues
 Legal/Contract
difficult along many
75%  Ownership & control
operational  Relative level of
dimensions contributions
 Treatment of future
sources & uses
50%
 Performance
management & controls
 Managerial structure
and team
25%  Succession planning
Governance  Conflicts of interest
Issues  Cultural differences
 Veto rights
0%  Contingency plans
M&A Strategic  Divorce clauses
Alliances
Source: IHS Consulting, Booz & Company

Other problems stem Other problems stem from an M&A-oriented negotiation approach instead of a
from an M&A-style JV design process. It is typically the same people tasked with JV execution as
negotiation instead of with M&A execution – but JVs involve a different set of issues (see above).
a JV design process These differences dictate a more balanced, less competitive approach that

10
Pettit, Justin, Private Sector Capital Strategies for Public Service Infrastructure (October 20,
2011). Available at SSRN: http://ssrn.com/abstract=1944317 or
http://dx.doi.org/10.2139/ssrn.1944317.
11
Ibid.
12
Desai, Mihir A., Foley, C. Fritz and Hines Jr., James R., The Costs of Shared Ownership:
Evidence from International Joint Ventures (July 2002). Harvard NOM Working Paper No. 02-29;
Harvard Business School Working Paper No. 03-017. Available at SSRN:
http://ssrn.com/abstract=324123 or http://dx.doi.org/10.2139/ssrn.324123.

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helps set the tone for a constructive relationship. Successful JVs are crafted
with the aim of building trust and achieving a shared vision and understanding
(versus a contract with explicit provisions for all possible contingencies), and
strong incentives to seek business solutions instead of legal remedies. JVs
also tend to have finite lives, and so we design successful structures with both
13
a clear operating model and exit.

It is difficult to ensure a mutual alignment of interests – different owners and

the operators can each become significantly misaligned with respect to
strategy, objectives, requirements, financial capacity, risk tolerance, etc. The
promotion and maintenance of trust and equity in the relationship is difficult
due to the risks of value appropriation and dynamics. Furthermore, cultural
differences, differences in risk appetite, and differences in investment horizon
contribute to very challenging decision-making.

When to Choose What Vehicle or Structure

There are many available variants in ownership structure including wholly

owned Greenfield projects or acquisitions, JVs, minority interests, and public-
14
private partnerships (see below).

Deal Design Landscape

Illustration of Ownership Structure Alternatives
Permanent

Acquisition
(XOM-XTO)
Increasing Level of Commitment

Many variants with Strategic

increasing levels of Outsourcing Equity Cross- Alliances,
Agreement Holdings (e.g. License-in,
Long-Term

commitment, Renault- License-out Joint Venture

integration and Nissan), (e.g. CHK-
collaboration Annual or Min. Interest, Statoil)
Co-Develop,
Multi-Year Distribution Private
Co-Market, Co-
Purchase Agreement Placement
Mfg Agreement
Agreement
Transactional

Transaction Collaborative
(e.g. purchase Marketing, Co-
order) op Advertising

No Share Financial Share Control Share Control Wholly-

Linkage Information Holdings /Resources /Ownership Owned

Increasing Level of Integration & Collaboration

Source: IHS Consulting, Booz & Company

However, deal design and ownership structure tend to be more of a means to

an end, than a stated goal in the blueprint design for a growth strategy or major
capital project.

13
Pettit, Justin, Private Sector Capital Strategies for Public Service Infrastructure (October 20,
2011). Available at SSRN: http://ssrn.com/abstract=1944317 or
http://dx.doi.org/10.2139/ssrn.1944317.
14
Ibid.

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“Build”, “Borrow”, or “Buy”?

Successful Successful businesses do not choose among building, borrowing, or buying –

businesses do not they conduct all three activities, under one strategic agenda. Just as with M&A
choose among or organic initiatives, JVs provide access to advantaged positional assets and
building, borrowing, organizational capabilities. In the chart below, we outline some of the pros and
or buying – they cons and key considerations in a comparison of the major investment
conduct all three archetypes – strategic alliance (e.g. borrow), equity JV (e.g. borrow), control
activities under one acquisition (e.g. buy) and Greenfield subsidiary (e.g. build).
strategic agenda
Alternative Modes
Comparison of Deal Alternatives

Strategic Equity Control Greenfield

Alliance Joint Venture Acquisition Subsidiary
 Contract  Jointly owned  Acquisition of  Organic build
Structure between the separate legal control of wholly-
parties entity position owned unit
 Fastest  Faster  Faster  Slower
 Sharing of  Sharing of  Acquisition of  Build
Market resources, resources, positional positional
Entry positional positional assets and/or assets and
assets and assets and organizational organizational
organizational organizational capabilities capabilities
capabilities capabilities
Initial  Lower  Varies  Highest  High/
Outlay Moderate
 Lower  Varies  Highest during  Higher
 May  Either bring integration  Must hire
Resources

contribute the deep  Ongoing expertise,

technology, pockets, needs to be source inputs;
people, capital positional economically capital outlays
or other assets, or the justified for asset build
assets unique
expertise
 Higher  Higher  Moderate  Lower
Oper.  More difficult  More difficult  Integration  Dealing with
Risk to control to control issue employees
counterparty counterparty
 Higher  Higher  None  None
Term.  Difficult to  Difficult to  The greater
Risk transfer jointly transfer jointly the integration
developed developed the more
assets out assets out difficult to
 Termination unwind or
procedures dispose
expensive/
consuming
 Higher  Higher  Low  Low
IP Risk  Dealing with a  Dealing with a  Dealing with  Dealing with
potential potential employees employees
competitor competitor
 Varies  Varies  Varies  Potential for
Net  Generally  Execution risk  Integration higher returns
Present lower returns may impair risk may on a more
Value but on a lower value creation impair value modest outlay
investment  Depends on creation  Depends on

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how value is  Depends on importance of

shared price paid speed
Market  Lower  Moderate  Higher  Higher
Presence
Source: Baker & McKenzie, IHS Consulting

For example, one study of multinational company (MNC) entry strategies in

emerging markets, found that they entered soon after the initiation of reforms,
but limited their exposure to these markets, and the extent of technology
15
transfer to the host country, until a much later date.

In response to competitive pressures, companies increasingly use M&A and

Companies use M&A alliances to complement in-house R&D efforts. Differences in the technological
and JVs to capabilities between companies, determines the benefit from such deals. How
complement in-house partners organize alliance activities is also important. One study of 463 R&D
R&D efforts alliances in the telecommunications equipment industry, found that alliances
contributed more when technological diversity was moderate, rather than low
or high. Some diversity is required to have something to gain from a partner;
however, when too diverse, companies have difficulty leveraging each other.
Structure did affect performance – through the incentives and ability to share
information. For example, equity JVs, improve benefits from alliances with
16
high levels of technological diversity.

Non-Operated Ventures (NOVs) or Operated By Others (OBO)

Less common in most industries, passive minority interests, or non-operated

ventures (NOVs) remain relatively common in the production of oil and gas.

Non-Operated Ventures
Incidence of NOV Use by Region in Major Oil Companies (2010)
100 100
100
Shell
90 87
ExxonMobil
79 79 Chevron
80 75
68
BP
70
NOV usage tends to 60 59
63
59 59
mirror regional 50
49 48 49
strengths and 40 35
weaknesses 30 27
30 31
25
22
20 17
15
10 5 5
0
Europe Oceania Asia Africa S. America Total

Source: IHS Consulting

The incidence of NOVs tends to mirror the regional strengths and weaknesses
of the IOCs in different parts of the world – greater use in regions of the world
where the company has less of an operational footprint, and less use in
regions of the world where the company has more of an operational footprint.

15
Bhaumik, Sumon K., Determinants of Mncs' Mode of Entry into Emerging Markets: Some
Evidence from India. Available at SSRN: http://ssrn.com/abstract=533722 or
http://dx.doi.org/10.2139/ssrn.533722.
16
Sampson, Rachelle C., R&D Alliances & Firm Performance: The Impact of Technological
Diversity and Alliance Organization on Innovation (September 2003). Available at SSRN:
http://ssrn.com/abstract=265999 or http://dx.doi.org/10.2139/ssrn.265999.

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Recognizing the growing importance of NOV production and reserves in

upstream O&G, super majors tend to have a separate NOV organization in
some shape or form – it could be a separate Global NOV organization or a
corporate NOV group to “coordinate and “share best practices”. In some
cases, once an asset goes into production it moves out of the NOV group.

Public-Private Partnerships

Public-Private Partnerships (PPPs) are a unique JV construct that involve a

PPPs tend to be more public institution alongside private enterprise, with equity contributed by both
common in countries the private and public sectors. One important element in the case for PPP is
where governments 17
the transfer of expertise from private partner to public entity. PPPs have
suffer from heavy
debt burden helped to connect capital, resources and expertise. The literature on private
capital in public sector investments compares higher outlays on construction
18
for the public sector with higher capital costs for the private sector. Research
shows that the private sector is able to build infrastructure 15-30 percent
cheaper than the public sector due to greater capabilities, more efficient project
19 20
management, shorter construction time and lower administrative expenses.
However, in developed markets, the private sector cost of capital is 100-300
21
basis points higher than for the public sector. Nevertheless, the savings in
22
development outlays offset the higher financing cost.

Private participation in PPP projects depends on expected marketability, the

technology required, and the degree of 'impurity' of the goods or services.
PPPs also tend to be more common in countries where governments suffer
from heavy debt burdens, where aggregate demand and market size are large,
and where there is previous case experience. Macroeconomic stability is also
essential for PPPs, as is institutional quality – less corruption and effective rule
23
of law is associated with more PPP projects.

Joint Ventures in Practice: The How

Many JVs (except NOVs) are separate entities, not operated by any of the JV
Senior staffing is key owners. During operations, the biggest sources of influence are through the
to parent companies commitment of senior executives, members of the operating committee or
being able to exert board. Seconded executives play senior management roles in the JV. For
influence over JVs example, large IOCs (e.g., Exxon Mobil) seek to “impose” their plant designs,
operating standards and procedures (often welcomed by SOEs). Some
owners dedicate a small team of technical experts to monitor the JV in order to
protect their own interests, such as monitoring the company’s rights within the

17
Pettit, Justin, Private Sector Capital Strategies for Public Service Infrastructure (October 20,
2011). Available at SSRN: http://ssrn.com/abstract=1944317 or
http://dx.doi.org/10.2139/ssrn.1944317.
18
See for example, Broadbent and Laughlin (2003), pp. 332-341; UK National Audit Office:
www.nao.org.uk/guidance/focus/000154_pp5-6.pdf.
19
See Wright (1987), pp. 143–216, and Viscusi et al. (2000), pp. 448-449.
20
Wallance and Junk (1970, quotation from Viscusi et al., 2000, p. 448) even claim that public
enterprises have investment outlays 40 percent higher than private ones.
21
See American Chamber of Commerce in Poland (2002), p. 20.
22
As discussed by Moszoro, Marian and Gasiorowski, Pawel, Optimal Capital Structure of Public-
Private Partnerships (December 2007). IMF Working Papers, Vol. pp. 1-13, 2007. Available at
SSRN: http://ssrn.com/abstract=1087179.
23
Hammami, Mona, Ruhashyankiko, Jean-François and Yehoue, Etienne B. Baba, Determinants
of Public-Private Partnerships in Infrastructure (April 2006). IMF Working Paper, Vol, pp. 1-39,
2006. Available at SSRN: http://ssrn.com/abstract=902765.

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details of the JV agreement and doing feedstock and product analysis to

support the company’s position. However, the most important time to influence
a non-operated JV is during the design of the venture.

Treatment of Sources & Uses of Cashflow

We describe a typical ownership structure for a JV between two in-market

companies. The objective is to merge two region-specific business units of
each parent company in order to achieve “virtual scale” in that market. There
are two parent companies. The two respective business units (referred to as A
and B) are focused on one (same) geography. Businesses A and B are each
headquartered in different countries and have in-market companies in multiple
countries. The deal is structured as a 50/50 partnership, with both parent
companies as the only shareholders. Each partner contributes their relevant
physical assets, with cash injected to achieve equal shares. Non-recourse
24
debt is raised by the entity to reduce the requisite size of partner equity.

Capital Contributions: One early step is to identify the contributions that

Identify the tangible each party will make to the venture – these may be both tangible and
and intangible intangible and the parties will need to agree on their respective values.
contributions that Contributions may be topped up with cash or other assets in order to achieve a
each party will make
target level of ownership (and thus, voting power) for each party. The following
related issues are addressed at this stage in the design of the structure:25

 Foreign ownership restrictions

 Rules or restrictions on in-kind contributions
 Minimum capital requirements; capitalization requirements
 Initial and on-going valuation of contributions
 New issuance, share repurchases
 Capital expenditures
 Initial and on-going funding and financing
 Ownership versus share of profits versus voting power
 Preferred returns
 Distribution of profits and cash, treatment of dividends

Equity Participation: Equity participation tends to be a function of what each

Three ownership party’s role will be in the management and decision-making of the venture, and
archetypes: 50/50 what they can contribute into the venture. There are three ownership
equity ownership, archetypes: (1) a 50/50 equity ownership split between the prospective party
majority equity and its JV counterpart – which will imply 50/50 management control; (2)
interest and minority owning a majority equity interest with a stronger management role; and (3)
equity interest owning a minority equity interest with a weaker management role.

Management Control: Management of a JV will typically consist of a board of

directors (or similar body) that makes extraordinary decisions on behalf of the
JV, as well as a management committee to oversee day-to-day business.

24
Now, some research suggests that larger companies should have a larger fraction of shares, as
should companies whose goods are closer substitutes for the product of the JV, or companies who
have a higher cost of transformation. Belleflamme, Paul and Bloch, Francis, Optimal Ownership
Structures in Asymmetric Joint Ventures (April 2000). Queen Mary & Westfield College Economics
Working Paper No. 411. Available at SSRN: http://ssrn.com/abstract=235306 or
http://dx.doi.org/10.2139/ssrn.235306.
25
Boling, Busey, Corrado et al., International Joint Venture Handbook, Baker & McKenzie (2008).

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While the level of management control held by a JV party will typically

correspond to its level of equity ownership, it is possible for JV parties to
establish a management structure in whatever form is most beneficial, even if
the allocation of control does not correspond with equity ownership.

Ongoing Needs: If a JV is economically viable and sufficiently capitalized, it

An economically should be able to obtain non-recourse funding (e.g. working capital, seasonal
viable JV is able to debt) and financing (e.g. permanent debt) to meet ongoing operational needs.
obtain non-recourse However, lower cost funding and financing may be available on a recourse
funding and basis (e.g. parent guarantee), or from the JV shareholders themselves. If the
financing to meet parents are to provide additional contributions, this is best determined at the
ongoing needs
outset. Alternatively, the parents may prefer merely to backstop the debt of the
JV. As a practical matter, loan guarantees do consume debt capacity and
expose the stronger parent to the credit risk of its joint counterparties.

Profit Distribution: In addition to planning for the financing needs of the JV,
the parties will address plans for profit and cash re-investment and distribution.
In additional to their investment horizon, risk profile, and outlook for the
business, we can factor your legal, tax and accounting planning into these
decisions.

JV Contract Rights (How to Create Real Options)

JVs have received considerable research attention; however, only recently has
this included analysis of the clauses found in shareholder agreements related
to major capital events. JV contracts that include explicit options are more
likely to depart from 50-50 ownership because the protection options afforded
Agreements that to minorities make parties more willing to contemplate minority positions.
26
include explicit
options are more
Shareholder agreements may grant the following rights:
likely to depart from
50-50 ownership  The option to put a stake to partners, or to call partners’ stakes, in part
because of the or in whole, at a strike price that is typically equal to ‘fair’ value. Put
protection options options maintain the shares of the payoff when the stakes must be
afford to minorities altered in order to preclude ex post transfers from the company. Call
options perform a similar role when the problem of ex post transfers is
replaced by that of ex post investment.
 Tag-along rights (or co-sale agreements) allow the parties to demand
of a trade buyer buying their partners’ stakes, the same treatment as
received by their partners. Tagalong rights deny the ability to increase
share of the payoff by threatening to sell a stake to a buyer that would
decrease the value of the company, or by precluding others in selling
their stake to a buyer that will increase the value of the company.
 Drag-along rights allow the parties to force their partners to join them in
selling their stakes to a trade buyer in the case of a trade sale. Drag-
along rights deny the ability to increase share of the payoff by
threatening to hold out on a value-increasing trade sale.
 Demand rights (or registration rights) allow the parties to force their
partners to agree to an IPO. Demand rights deny the ability to extort
value by threatening to veto a value-increasing IPO.

26
Chemla, Gilles, Ljungqvist, Alexander and Habib, Michel A., An Analysis of Shareholder
Agreements (July 2004). NYU, Ctr for Law and Business Research Paper No. 02-01; RICAFE
Working Paper No. 006. Available at SSRN: http://ssrn.com/abstract=299420 or
http://dx.doi.org/10.2139/ssrn.299420.

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 Piggyback rights allow the parties to opt into an IPO in proportion to

their stakes. Piggyback rights deny the ability to increase share of the
Options serve to payoff by including a disproportionate fraction of shares in an IPO.
maintain the correct  Catch-up clauses maintain the parties’ claims to part of the payoff from
incentives through a trade sale or an IPO when the parties have ceded their stakes to
the distortion of their partners following the partners’ exercise of a call option. Catch-
major capital events up clauses deny the holders of a call option the ability to use the option
to increase their share of the gains from a trade sale.

Each clause can be viewed as an option. These options serve to maintain

incentives to make investments by maintaining shares of the payoff when the
initial stakes cannot be adjusted to offset the distortion of major capital events
(transfers from the company, to sell the company to a trade buyer, or to take
the company public in an IPO). In the absence of these clauses, renegotiation
may be required around major capital events.

Case Study

XYZ has a global organization for non-operated JVs, called the OBO (operated
by others) organization. XYZ applies a rigorous and systemic management
process to OBO assets – as in all parts of the company, which is renowned for
process discipline. The size of OBO areas depends on their materiality to XYZ
(e.g. U.S. onshore ~ 20 people, U.K. North Sea ~ 30 people, Qatar ~ couple
hundred people). Co-location of the distinct operating and OBO organizations
helps to foster a shared perspective.

A management process helps to clarify what XYZ wants to influence and how
best to do it. The company develops shared Operated/OBO regional views to
inform the strategic agenda (hence, co-location of the teams is beneficial). The
Clear priorities and
separate Operations and OBO teams subsequently create specific plans for
metrics help the NOV individual blocks/assets within their remit. The OBO Asset team “all get in a
organization focus on room” to define key focus areas for each non-operated asset.
higher impact assets
The team defines the actions for the highest impact items that XYZ believes
the operator needs to manage (e.g. uptime, operating costs, development
project timing or cost). Focus areas are prioritized by weighting against criteria
(e.g., asset materiality, feasibility to influence, importance to XYZ business
plan). Clear priorities and action plans ensure a coordinated message to the
operator “up the chain of command”. XYZ’s OBO management process is
underpinned by dedicated expertise and training.

An OBO Management System Coordinator is the senior authority for the

management process and trains all OBO Asset Managers. The coordinator
conducts “audits” of OBO Areas, assessing the techniques and effectiveness
of OBO Area teams. The process is used to establish a “point of view” on
critical asset objectives, backed by technical and economic analysis. And
while OBOs are by definition not operated, XYZ will take steps to influence an
operator. It could be to use the language of an operating agreement to “slow
down” JV decisions, or to leverage government relations to influence the
operator, or to “build technically aggressive and legally bullet-proof cases”.

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Exit & Termination

One unique and important feature of JVs and other collaborative agreements is
some form of disengagement procedure. Even in cases where they are not
A disengagement followed exactly, they do provide a useful context for the parties to negotiate a
procedure even if not peaceful exit. Where the JV is to have a fixed duration or a specific and limited
followed exactly purpose, termination issues are typically resolved during the design phase.
provides a useful However, where the JV is to be a long-term relationship, the parties may
context to negotiate a overlook or be reluctant to address termination in the early design stage.
peaceful exit Nevertheless, the average alliance lasts between four and seven years, with
27
few lasting more than 15 years. Reasons for disengagement may include
any of the following:

 Planned finite life,

 Change in control, change in leadership, or change in strategic agenda
in a partner,
 Capital constraints, liquidity needs, etc.,
 Changes in nature of opportunity, price environment, capital needs,
risk profile, competitive environment, regulatory context, etc., or
 Expectations not met

Most common The most common choices for an exit mechanism are the transfer of the JV
choices for exit are interests, the sale of the entire company, and the dissolution of the company.
transfer of interests, There are numerous elements but the primary elements of a disengagement
sale of company, and procedure are as follows:
dissolution
 Planned horizon
 Mechanism for notice of intention to withdraw (e.g. prior to set-up of
operations, 30 days; after set-up of operations, 6 months)
 Bid mechanisms (e.g. put/call features, right of first refusal/right of last
look, veto rights, mechanism for valuation at exit)
 Rights of the exiting partner (e.g. withdraw resources, recover assets,
access to jointly developed assets and intellectual property)
 Rights of the remaining partner (e.g. compensation for costs
associated with the withdrawal, right to continue operations)

Transfer of Interests. The primary types of transfers are as follows: third

party transfers, transfers to a JV party or to the JV vehicle itself, and
withdrawal or exit. The following related issues are addressed at this stage in
the design of the structure:28

 Enforceability under local law

 Disputes, failure to perform, material breach, etc.
 Insolvency, change in control
 Rights of first offer, first refusal, management consent, and other rights
and consents
 Third party treatment
 Financing, liabilities and other capital structure considerations

27
Alison Maitland, Joint Ventures: Getting Out Without Getting Hurt, Financial Times, October 10,
2002.
28
Boling, Busey, Corrado et al., International Joint Venture Handbook, Baker & McKenzie (2008).

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Sale or Dissolution. If it is not possible for one JV party to purchase the other
party’s interests, then the next most common approach is to provide for a sale
of the JV as a going concern. This may maximize shareholder value, but may
risk a competitor taking over the JV.

Other Considerations. There are numerous potential termination provisions.

For example, the parties might establish guidelines for their respective
intellectual property, such as patents, trademarks, brands and associated
Other provisions may royalties, including that developed within the JV. It may also be appropriate for
include IP transfer, the parties to plan for a period of non-competition after the termination of a JV.
transition services
and a non-compete
In addition, if one party exits while the JV continues to operate, the remaining
party may wish to secure transition services from the exiting party to minimize
business interruptions. If specific transition services are difficult to anticipate at
the time of JV design, the parties may establish that a departing party will
agree to provide mutually agreed transition services at the time of exit.

JV agreements generally include a mechanism for dispute resolution – the

parties will prefer issue resolution by senior management personnel, as most
disputes concern business issues, not legal issues. Arbitration awards can be
easier to enforce than foreign court judgments and so the parties may wish to
provide for arbitration in the event that leadership is unable to resolve disputes.

Making it Work

JV Best Practice

Notwithstanding the previous several pages, we would urge JV architects to

Best practice is a
resist the urge for complete certainty in termination clauses – a "process-
process, rather than
outcome, orientated oriented" approach will typically result in a better working relationship, than an
approach "outcome-oriented" approach. In our experience, best practice companies craft
agreements on founding principles of design, rather than negotiating every
conceivable outcome. Nevertheless, it will be very important to recognize
when a JV has outlived its useful life before value is destroyed.

Best practice cases also develop the operating model – not just ownership
structure, but also organizational design, management processes, decision
rights, information and oversight, plus incentives and other culture carriers
Organizational early in the design process. Due to the challenges, best practice dictates
design is just as broader emphasis on operating model design, versus just ownership structure.
important as the Other key principles to successful alliance management are as follows:
ownership structure
 Stakeholder alignment: secure internal alignment through formalized
meetings with internal stakeholders, prior to all joint governance
meetings with partners,
 Governance: establish a formal governance structure; establish
initiatives to promote collaborative behaviors (e.g. productively
diagnose problems; principles of engagement for interaction, etc.),
 Organizational design: document partner strengths/ differences to be
leveraged; define roles and their requisite organization,
 Management processes: define key management processes around
capital allocation, supply chain, planning & performance management,
talent management, treasury; define soft KPIs around information

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sharing, innovation, speed of decision making, number of issues

escalated to JV oversight committee; develop hard KPIs around growth
and profitability; hold meetings to explore potential challenges of
working together; establish protocols for managing differences, and
 Decision rights: allocate decision rights for key management processes
and sub processes; agree on approval steps and formal review
committees to make decisions; determine what decisions are to be
consensual, hierarchical, democratic, etc.

Operating Model Design

Best practice is a
Due to the operational challenges of JVs, best practice dictates a broader
broader emphasis on emphasis on operating model design, versus ownership structure. A robust
operating model operating model, and its associated operational excellence, can be a source of
29
versus simply sustainable competitive advantage. An operating model is more than just
ownership structure ownership structure; it creates the key elements of the enterprise (see below)
and includes ownership structure, governance (information & oversight),
organization design, management processes, decision rights, and culture.

JV Operating Model Design

JV Design Elements Go Beyond Deal Structure

Management
Processes,
Governance Culture
Policies &
Procedures

Ownership Organizational Decision

Structure Design Rights

Source: IHS Consulting

Ownership Structure: What is the ownership structure for the new entity?
What are the mechanisms for dissolving the entity or changing its
capitalization? How will financial policy (e.g. financing, dividends, and
buybacks) be set?

Governance: What information will be shared with the owners, at what

frequency, and what will be the cadence and involvement of oversight? What
are the authority levels for the new entity?

Organization Design: What are the key roles (e.g. organization structure and
functional statements) within the new entity?

Management Processes: What are the key management processes for the
new entity (e.g. capital expropriations, budgeting & planning, performance
management, treasury, talent management)?

29
Pettit, Justin and Darner, Erik, The Myth of First Mover Advantage (January 23, 2012). Available
at SSRN: http://ssrn.com/abstract=1989078 or http://dx.doi.org/10.2139/ssrn.1989078.

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Decision Rights: How are the decision rights allocated (e.g. responsibility,
accountability, consulted, and informed) for the management processes?

The operating model Culture: What are the aspirations for company culture and social norms in the
elements are highly new entity? What will be the design principles for both formal and informal
interlinked processes, including incentives and rewards, in the new entity? What will
define success or winning in the new entity?

Each of these elements is interlinked. Ownership structure has implications for

governance and organizational design. The requisite capabilities and roles
drive the organizational structure’s natural boundaries. Mapping the key
management processes is necessary to allocate roles and decision rights (this
also reduces the emphasis people will have on the “boxes and lines”). Roles
and responsibilities are typically built around RACIs (i.e. Responsible,
Accountable, Consulted, and Informed), as illustrated below.

Allocation of Decision Rights Illustration

Decision Right Allocation for a Management Process
Process Roles

Executive Sponsor

Management Lead

Site Management
Project Manager

Systems Lead

Process Lead

Management
Committee

Front Line

Front Line
Employee
Oversight

HR Lead
Change

Process Steps
Define Scope R S C A A A C

Define Strategy R R A A A A C
Allocate decision Approve Strategy R A C I I I I I
rights for each Define Requirements R C A A A A A C C
management process Approve Requirements R A R I I I I I
(i.e. responsible, Design Solution R I C C C C
accountable, Approve Solution R A A I I I I I
consulted and Implement Process A A R A I I
informed) Implement Technology A A R A I I

New Organization A C A R I I

Manage Change A A R I I I

Legend

( R ) Responsible ( A ) Accountable ( C ) Consult ( I ) Inform

Source: IHS Consulting

It’s best to resist the temptation to design an organization around its people,
but rather to envision a future state based on requisite capabilities and roles.
Group the capabilities and roles to achieve an organization structure with
natural boundaries that minimize the need for management processes to
overcome organizational silos. Any transitions and timing (“How do we get
there from here?”) are resolved afterward.

The design process begins by defining a purpose or charter, for the company
and then for each of its key components. Start top-down, one level at a time,
and work in tandem with both management process mapping (same level) and
the allocation of decision rights (board structure, number and responsibilities of
board members, number of temporary board members during migration period,
key management posts, etc.). Develop functional statements to clarify the role
of each area. Define clear decision making rules and operating policies, e.g.
voting procedures, conflict resolution, etc.

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Decision rights can be easily distinguished by combining the role and process
step to identify who is responsible or accountable. RACI charts (see above)
are used to clarify roles and responsibilities for all management processes.
Virtually any organization chart solution (e.g. reporting lines and areas of
responsibility) can instead be achieved via the allocation of decision rights
(RACI). But typically, the RACI attempts to simply reinforce the same
RACI charts can groupings of capabilities and roles reflected by a good organizational design
define or redefine any (e.g. individual responsibilities and coordination required in a process).
organizational
solution The RACI allocation takes into account both current and desired cultures. For
example, a desire to encourage consensus building will bias toward significant
consultation. An emphasis on speed or agility might instead opt for more
informing, and few shared responsibilities. It’s best to have only one owner
(R), and to minimize the number of doers (A). Using I’s, versus C’s, increases
the organization’s ability to make decisions and get things done.

Now, the final element of the operating model (culture, social norms and
informal processes) is influenced rather than explicitly designed, but there are
several controllable factors that govern the outcome:

 How do we define success, or a win? How do we celebrate success?

 What constitutes a loss? What is our response to a loss?
 How do we measure risk? What is our tolerance for risk?
 What are the design principles for incentives (e.g. executive
compensation, sales force compensation, etc.) and rewards?

Effective Decision Making in JVs

One of the most commonly cited problems, and hence one of the most
important design outcomes, is effective decision making in JVs.

An approval process can actually undermine decision efficiency and

effectiveness – an approval process entails one individual or entity (operator)
presenting a recommendation to the decision makers (owner’s committee).
When a recommendation is being advocated, decision makers are forced into
an accept/reject decision. Strong leadership is confused with strong advocacy
– it is a win-lose proposition for the advocate and a rejection is at the very least
a significant loss of face. An advocate has incentives to emphasize supporting
evidence and de-emphasize contrary perspectives. An approval processes
Decision-making is can therefore be inefficient because it leads to delay when the advocate is
guided by strategy, presented with challenges. But this is not the time for delay!
choices, fact-based
analysis and Effective decision making requires a choice among alternatives. Multi-owner
commitment to action
decision making requires an engaged process of dialogue that builds alignment
and forces action. Effective decision making is guided by four principles:

1. Strategy is defined by decisions – it is as much about what not to do,

as it is about what to do. What decisions need to be made? What are
the givens (i.e. not decidable)? What decisions can be deferred?
2. The basis for essential decisions includes choice (i.e. What is the
comprehensive, mutually exclusive list of alternative archetypes?),
criteria (i.e. What matters? How will trade-offs be measured?), and
beliefs (i.e. What are the fundamental differences in perspectives?)

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3. Decisions should be evidence based, and thus require fact-based

analysis. Differences in input assumptions can be accommodated in
the comparison of results. Transparency builds trust and credibility.
4. No alignment, no action, no value. A structured engagement of the
key stakeholders will reduce adversarial positions and yield results.

Best Practice in Non-Operated Ventures

Despite being non-operated, many companies attempt to influence operators

through technical work (e.g. interpreting and processing seismic data). They
advance their point of view through advocacy backed by data and independent
technical analysis. Seconding staff into operating companies is also becoming
increasingly common, especially with senior staff. And as liability concerns
grow, non-operators increasingly perform audits (e.g. safety, environmental
compliance, financial) on their operators. Companies have also increased
staffing for their most important or “difficult” NOV assets. We’ve seen several
We have seen several methods used to help prioritize scarce resources among NOVs:
methods to prioritize
scarce resources 1. Situational. Does this give us an important exposure? Is this an
important lifecycle stage? Is there something to learn from the
operator? Is this an important relationship of influence?
2. Ability to Influence. Feasibility to influence. Where can we add the
most value (specific technical skills or relationships)?
3. Internal Metrics. Importance to the non-operator’s business plan
(rather than the asset’s business plan), internal benchmarking.
4. External Benchmarking. Operator competence via benchmarking of
operating and safety performance, financial capacity. Bottom quartile
assets require additional scrutiny.

How IHS Consulting Can Help

We can help with
your journey, from JV success is as much about creating an attractive opportunity as it is about
investment strategy finding an attractive opportunity. While resource assessment and partner
and target screening attractiveness are important, the opportunity for value creation is equally
to strategic due dependent on the design and implementation of the opportunity. We can help
diligence & operating with your journey, whether it is for investment strategy, target screening,
model design strategic due diligence, integration, or operating model design.

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THE JOINT VENTURE (JV) HANDBOOK

IHS Inc. (NYSE: IHS) is a leading information company,

that helps the world’s top businesses, governments, and
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decisions every day.

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to our white papers and webinar replays.

Contact Information About the Authors

London Mark Jelinek is a Director in the Energy consulting group.

He has 10 years experience in strategy consulting in the
Mark Jelinek energy industry with a focus on upstream oil & gas. His
Director expertise includes strategic development planning and
+44 203 159 3503 directing investment in support of production and strategy
plans. Mark holds an MEng in chemical engineering from
[email protected]
Imperial College, London.

New York Justin Pettit brings more than twenty years of advisory
experience, as a management consultant and bulge-bracket
Justin Pettit investment banker, to corporate Boards and executives,
Vice President financial sponsors and sovereign wealth funds, on matters of
+1 212.850.8552 corporate strategy, financial strategy, M&A and major capital
[email protected] decisions. He is the author of two books, Merge Ahead
(McGraw Hill 2009), and Strategic Corporate Finance:
Applications in Valuation & Capital Structure (Wiley 2007).

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