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Past lessons for China’s new joint ventures

As multinationals revive interest in collaborating with Chinese partners, the lessons of past ventures bear remembering.

It’s been ten years since multinationals first began turning away from joint ventures in China as the preferred way to take part in the world’s hottest growth story. Many joint ventures failed to endure, and as multinationals gained experience in China, and foreign investment restrictions loosened, multinationals found it easier in many sectors to start a business from scratch—or to acquire an existing one outright—than to negotiate, establish, and manage a joint venture in the long term.

No longer. China’s hot growth has boosted valuations and increased competition for outright acquisitions of Chinese companies that are often less interested in being acquired. That makes joint ventures a more appealing option, and so does a growing pool of healthier prospective Chinese partners. All this is prompting some multinationals to reconsider the joint-venture approach as an alternate avenue for getting a stake in the continuing strength of China’s economy.

But while the dynamics have changed, the fundamentals have not: companies pursuing joint ventures would do well to reflect on the lessons of past deals to improve the chances of success. In China, some of those lessons are especially critical, such as choosing partners that can make tangible business contributions, safeguarding intellectual property, ensuring operational control of the joint venture, and managing talent. Others are critical for joint ventures in all geographies, such as aligning strategic priorities, creating a structure that permits rapid responses to change, and preparing up front for eventual restructuring.

Choosing better partners

When China first opened its doors to multinationals, in the 1980s, some multinational corporations undertook joint ventures with local companies that appeared to be safe bets because of their access to and influence with the local or national government. Even today, many foreign executives prefer to engage with large, well-established Chinese partners.

Yet that preference hasn’t benefited joint ventures, typically because the parent companies didn’t share the same strategic or commercial interests. Multinationals, for example, have emphasized profitability, even when growth is slow, while their Chinese partners have emphasized growth, even without profitability. The result has been different priorities for investments and a lack of cooperation, both between the parent companies and within the mixed management team.

Instead, multinationals should pair with local companies that explicitly share their strategic goals. This doesn’t eliminate large, well-established Chinese companies. But it does open the door to faster-growing, privately owned, and smaller companies that bring a strong commercial mind-set and tangible business assets to joint ventures. The global pharmaceutical corporations GlaxoSmithKline and Novartis, for example, chose such partners in 2009 for their joint ventures in the vaccine market. Thanks to partnerships with smaller local companies—Shenzhen Neptunus Interlong Bio-Technique Company and Zhejiang Tianyuan Bio-Pharmaceutical, respectively—both joint ventures had the access they needed to government vaccine-procurement programs, as well as a talent pool, R&D know-how, and an entrepreneurial management mind-set for further rapid growth.

One drawback that foreign companies may not have encountered in China before: as Chinese executives grow increasingly confident, many of these smaller players themselves hope to become national, regional, or even global players. That aspiration can make it difficult to agree on the scope of the partnership if it’s to be limited to China or to specific products. One approach is to outline the extent of cooperation both domestically and globally—for instance, whether it includes access to overseas sales channels, noncompete clauses for specific markets, and agreement in principle on the potential evolution of the partnership into additional product lines.

Safeguarding intellectual property

Multinational companies still struggle to protect their intellectual property in China, and joint ventures are particularly vulnerable. Protection in most developed markets occurs primarily through legally binding agreements enforced in courts of law. But the concept of intellectual-property protection is still new in China, and recourse to the legal system can be lengthy and inadequate. Companies have had some success with more pragmatic, operational efforts, including the following:

  • Bringing only older technology to China. This approach works for products that may have been available in developed markets for some time but are still competitive in China’s market. It also works in industries—such as bacteria streams for fermentation, vaccines, and certain motor engines—where innovation cycles are short.
  • Leaving the blueprints at home. Multinationals can protect their intellectual property by delivering equipment or technology ready to be installed, without detailed design specifications. Negotiating agreements to do so can signal a lack of trust in the local partners, however, and can increase costs if spare parts and maintenance must be provided from overseas.
  • Keeping critical intellectual property completely out of a joint venture. Some companies have set up joint ventures that are restricted to those steps in the value chain that involve limited intellectual property, like assembling, packaging, or tailoring. Such an approach is feasible only when local innovation lags behind global standards and, obviously, when the critical intellectual-property component can easily be separated into a step of the value chain.
  • Charging for intellectual property up front. Some multinationals have chosen to sell their intellectual property to joint ventures, either through up-front cash payments or licensing fees. This approach can be challenging to execute, for while it resonates well with local companies, they generally are willing to pay for technology up front only at a significant discount.
Taking charge

In the past, foreign companies agreed to invest in joint ventures as minority or equal stakeholders, often failing to secure management positions that were meaningful enough to guide the development of the joint entity. Such companies often found themselves relegated to providing know-how and capital, with little influence other than board voting rights. In one extreme case, a global multinational had set up multiple joint ventures with leading national players in China. The company was unable to exercise sufficient operational control over, for example, decisions around roll-out plans or product development. Ultimately, it had to sell off its stakes in these ventures.

The ability to influence the course of a joint venture depends largely on the partners’ ability to build trust-based relationships at the working level, the joint-venture board level, and even outside the joint venture, with the government or other industry players. Successful multinationals map out critical stakeholders in and around the joint venture (from local management to central regulatory bodies) and assign relationship responsibilities at multiple levels of the organization.

This approach requires developing interaction protocols—the composition of any delegation, the number of visits, the specific topics to be discussed, and so on, depending on the relative importance of the stakeholders and their specific agendas. The CEO of a leading global insurer, for example, often teaches management practices at the Central Party School. His willingness to do so gives him credibility with joint-venture partners by allowing him to interact with current and future decision makers who directly and indirectly influence the course of business in China.

Managing talent

Most leading multinationals learned from the first round of joint ventures in China that getting the right managers in place was critical. Many of these companies had simply dispatched available executives—often not top performers but rather average executives searching for new challenges. Most of these executives therefore had limited credibility with the corporate parent and were ill-prepared to manage demanding joint-venture partners. Today, experienced multinationals recognize that a successful joint venture requires credible, high-performing executives supported by strong local teams.

Yet with so many companies competing for the best local candidates, those men and women can afford to be choosy, and they understandably prefer leading companies that have a strong image and offer good prospects for career progression. So today, joint ventures must not only invest in their corporate brands but also partner with top universities to sponsor undergraduate and graduate students and to establish a training platform for current employees. CEIBS, a leading business school in China (and itself a joint venture), has more than 80 corporate sponsors, which provide funding and in return can recruit on campus and send their executives on advanced training courses.

Finally, companies must continue their commitment even after candidates are hired. In our observation, this means sending some of a multinational’s best people to the joint venture to create a strong team, compensating employees at or above relevant market rates, and fast-tracking the advancement of high performers—even breaking away from more tenure-based advancement systems.1

Aligning priorities

Regardless of where a joint venture is located, companies spend too little time building a shared understanding of its future business, the markets it will compete in, and how it will evolve over time. Differences of opinion that are deeply rooted in competing expectations of future performance can affect the joint venture’s strategy and focus and eventually lead to its failure.

Take, for example, four life insurance joint ventures that failed in China over the past 12 months, after an average of four to five years of unsatisfactory business development and shareholder disputes. Chinese life insurance partners have been nonfinancial companies accustomed to short breakeven periods of three years or less, with an emphasis on top-line growth and profits. Foreign insurers, on the other hand, take a longer-term view and emphasize sustainable growth in the value of the insurance policies underwritten rather than accounting profits. In the four failed joint ventures, the inevitable tension over strategic priorities led to disagreements about, for example, the right channels for pursuing lower-profitability volume or whether to scale up an agency workforce more quickly, but with a lower level of skills, or more deliberately, with a higher-quality workforce.

These failures might have been avoided if the CEOs of the parent companies and the joint ventures’ future management teams had spent time collectively developing business plans and preparing for changes in market dynamics. In contrast, at one of the three most successful foreign life insurers in China, a standing business-development group and a part of the future management team went through multiple iterations with its joint-venture partner to agree on key business priorities, such as volume versus value, channels, products, and target customer segments.

Responding to change

Once a joint venture is up and running, multinationals should aspire to manage it as if it were their own, putting in place short lines of reporting from the joint venture back to the parent company. This move is important in any joint venture, to give senior managers the timely information they need to assess its performance. But it’s especially true in China, where the fast pace in many sectors requires both partners to react quickly to changes in the marketplace or the regulatory environment.

In this respect, multinationals can be at a disadvantage. Decision-making processes for Chinese parent companies might include more people, but once decisions are made, managers execute them quickly. In contrast, foreign companies are slower to react, often encumbered by layers of country and regional management. It is not uncommon for the foreign executives of a joint venture to report back to the multinational’s China head, who reports to the head of the international unit, who then eventually reports back to the CEO.

Some of the more successful multinationals we’ve observed provide for direct reporting lines to their CEOs. Others have assigned responsibility for China to a member of their management boards, sometimes with a dual-reporting line into the regional organization. When a European transportation company made China its second home market, for example, it elevated its China president to the global management board and sent its global CEO to China at least six times a year to meet with the joint-venture partners. The result was improved cooperation with regulators and therefore faster approvals, more frequent interactions and deeper relationships between the senior management of the parent companies, and closer alignment within the joint ventures’ mixed management teams.

Preparing for breakup

Even in developed markets, joint ventures are often restructured within a decade of being set up. But in a market as dynamic as China’s, partnership terms negotiated today might be ineffective in a few years, and even strong partners may struggle to survive. This dynamism and uncertainty mean that the partners in a joint venture must include provisions for restructuring its contract if the competitive landscape changes. HSBC, for example, in its credit card partnership with China’s Bank of Communications, agreed to very specific steps if a change in regulation made it possible to convert the partnership into an independent credit card company. These detailed steps included the resulting board structure and the consideration to be paid to the partners.

Lacking such provisions, some multinationals have had to enter into tough negotiations with their Chinese partners to reach agreement on exit conditions. Others have languished in joint ventures that continued as formal partnerships while either partner pursued other avenues for growth.

About the Authors

Stephan Bosshart is an associate principal in McKinsey’s Shanghai office, where Thomas Luedi is a partner; Emma Wang is a consultant in the Hong Kong office.

Notes

1 See Jeff Galvin, Jimmy Hexter, and Martin Hirt, “Building a second home in China,” mckinseyquarterly.com, June 2010.

Recommend (90)
  • 22 DECEMBER 2010
    Charles Zhang
    Vice President
    Trina Solar
    Changzhou, China

    At the end of the day, mutual trust and shared vision are the only things that count. Make sure you and your partner(s) have the same expectations....

    .
    Charles Zhang
    Vice President
    Trina Solar
    Changzhou, China

    At the end of the day, mutual trust and shared vision are the only things that count. Make sure you and your partner(s) have the same expectations.

    Moreover, if any JV projects start with the idea of “gold rush”, then 99% will fail. Why? There are many people out there who are bright enough to take the “first piece of gold”, and rarely you will be the first one to know the “gold spot.” So start projects with long-term business goals and sound strategy.

    .
  • 21 DECEMBER 2010
    Will Tang
    Senior Consultant
    Control Risks
    Shanghai China

    ...There was nobody assigned from the US MNC into this Shanghai JV to participate in control over the JV. Lesson learnt for the foreign investor is to have local on the ground oversight into workings of a JV.

    .
    Will Tang
    Senior Consultant
    Control Risks
    Shanghai China

    A recent US-Sino JV client of mine had the Chinese partner diverting profits and contractual rights for revenue into his personal BVI, amidst a multitude of fraudulent disbursements including suspect consulting payments to foreign officials and ghost employees. There was nobody assigned from the US MNC into this Shanghai JV to participate in control over the JV. Lesson learnt for the foreign investor is to have local on the ground oversight into workings of a JV.

    .
  • 14 DECEMBER 2010
    James Hopkins
    UED
    Alibaba.com
    Hangzhou, China

    I think often the problem for multinationals is that they are so tempted by the allure of China’s massive market and growth potential that they become victims at the negotiating table....

    .
    James Hopkins
    UED
    Alibaba.com
    Hangzhou, China

    Nice article. I am interested in hearing more about this: “The CEO of a leading global insurer, for example, often teaches management practices at the Central Party School. His willingness to do so gives him credibility with joint-venture partners by allowing him to interact with current and future decision makers who directly and indirectly influence the course of business in China.”

    I think often the problem for multinationals is that they are so tempted by the allure of China’s massive market and growth potential that they become victims at the negotiating table. Safeguarding intellectual property is crucial given the lack of legal recourse.

    .
  • 14 DECEMBER 2010
    LB Chong
    Director
    C Consultancy Limited
    Hong Kong

    ...Think of a Chinese joint venture as a marriage and of the Chinese partner as a spouse, and it’s really not that difficult to see why it is important to look after the Chinese partner for lasting success in China.......

    .
    LB Chong
    Director
    C Consultancy Limited
    Hong Kong

    In an interview with SCMP on China, Henry Kravis likens investing to a marriage. How true.

    Often and rightfully too, a foreign company intuitively places significant emphasis on the execution of its own overall China strategy and/or the operating performance of its Chinese joint venture. As a result, inadequate consideration is given to the strategic interests of its Chinese Partner. Key takeaway: focusing on China strategy and operating performance is necessary but not sufficient, particularly if success is to be sustained over a long time frame. French food and beverage giant Danone’s high profile split with its Chinese partner in 2009 is a case in point.

    To be sure, Danone is not alone, although reported instances of joint venture disputes are far and few between. In 2003, PepsiCo accused its Sichuan joint venture partner of breach in contract by transferring ownership of its shares without consultation, and for failing to provide access to the financial records of the joint venture; and in 2004, Virgin Radio ended its Beijing joint venture when its Chinese partner sought to increase the license fees collectable from Virgin Radio to eight times the amount in the original agreement. These are just two of the many more instances of joint venture disputes that remain unreported. In some instances, joint venture disputes stem from poor operating performances, which can cause a bit of corporate embarrassment to the foreign company given the size and potential of the Chinese market. In other instances—and Danone, PepsiCo, and Virgin Radio would fall into this category—the root of the dispute lies not in the operating performance of the joint venture but in the management of the Chinese partner, which is also sometimes a source of corporate embarrassment but more often, a source of agitation and concern.

    Think of a Chinese joint venture as a marriage and of the Chinese partner as a spouse, and it’s really not that difficult to see why it is important to look after the Chinese partner for lasting success in China. Indeed, as noted by Henry Kravis, “it makes sense to take your time and get to know your partner”. For a foreign company, it is therefore a case of getting a handle on what the Chinese partner wants, and managing them as an integral component of its China strategy—from courtship through to marriage.

    View points set out herein are based on the author’s article entitled “Sincerely Yours: A Value Driven Management Approach”, which provides insights on why and how a foreign company can create a “win-win” environment for long-term sustainable value in its China joint venture, and which was published in the alumni e-newsletter of Manchester Business School in 2009.

    .
  • 14 DECEMBER 2010
    Ian Douglas
    Managing Director
    Global Marine Systems Limited
    Singapore

    ...Where possible, a strategy which recognises the long-term advantages of using the China-based JV to develop and improve the technology should be sought. This may well mean building an entire product line in China....

    .
    Ian Douglas
    Managing Director
    Global Marine Systems Limited
    Singapore

    I have had the privilege of running 2 Joint Ventures in China. One is a long-established (15 years) co-operation with a traditional, state-owned company and the other a recent “Greenfield” start-up created in partnership with a privately-owned, high technology manufacturer which established a product which was new to both partners. Both companies have met or exceeded initial expectations and have clearly demonstrated that a set of conditioned perceptions on the characteristics of a “Chinese Company” are as likely to be wrong as right and that many generalisations put forward are misleading. The combination of differing regional and strong corporate cultures that in many cases have become sources of competitive advantage, can make two Chinese organisations as different as companies from the opposite corners of Europe.

    With respect to IP protection, I would suggest that any company creating a JV in China with the expectation of protecting its IP through contractual means with the intent of enforcing any breach through legal recourse should think about what they are really trying to achieve. As discussed in the article, such an approach, or attempting to share last year’s technology is simply going to create an environment of mistrust between the partners. Where possible, a strategy which recognises the long-term advantages of using the China-based JV to develop and improve the technology should be sought. This may well mean building an entire product line in China or giving the JV responsibility for a specific business segment. From personal experience, creating an environment where technology is shared openly or, where possible, is injected into the new venture as a contribution at the outset is most likely to create an environment of partnership and enable the creation of a business in China as a second-home market.

    .
  • 13 DECEMBER 2010
    Philippe M Vigoureux
    Senior partner
    PV Consulting Ltd
    Paris France

    ...“Bringing only older technology to China” cannot be a successful strategy in this country for many reasons...

    .
    Philippe M Vigoureux
    Senior partner
    PV Consulting Ltd
    Paris France

    The contribution of your greater China team is quite interesting and pertinent, although I would like to bring some comments to the IPR recommendations highlighted. “Bringing only older technology to China” cannot be a successful strategy in this country for many reasons:
    1- Chinese are culturally stimulated only by the most advanced technologies and will not easily accept older ones, a question of Face.
    2- For large JVs, some form of project approval will have to be obtained from the local or even central authorities. During this process the to-be-imported technologies will have to be extensively explained to panels of local experts to get a green light for further investments. In one case, a large British multinational had to convince the Chinese authorities that its technology was better the one developed by its arch rival US competitor!

    Among the solutions to manage the IPR risks I would add: Imported catalysts (chemical production), premix of key additives made abroad (high tech allied metals), and partitioning the raw material supply chain like secret services while using coded names (very useful for coatings and cosmetics.

    One innovative approach I have observed is built on the fascination of the Chinese for the very latest product. A large multinational had concluded that it was taking an average of two years for the very good copies of its B-to-B products to reach the market. The specific product range had a life of 8 years before a new range was needed by the market. Instead of launching a product range and having to handle the competition from fake products for 6 years, this company took the initiative of smaller technical improvements every 2 years roughly when the first copies were hitting the market. Considering the Chinese cultural approach, it was not difficult to convince the clients to buy the latest technology and to pay no interest to the copies. Eventually the copyist gave up.

    In addition, I would like to highlight some major differences I was recently involved with. It relates to ethical values. Large gaps are often found between the state-owned companies—having imported and put in place foreign corporate governance practices—versus some of the provincial government-owned companies that had little or no experience for handling a balanced relationship with a foreign. Major risks may emerge and conducting detailed risk analyses would be pertinent.

    .
  • 13 DECEMBER 2010
    Mrinal Somani
    Associate Consultant
    Infosys Technologies Limited
    Bangalore, India

    ...The example of European transportation company in China is a classic case of how well the firm gives back to the partners in business. I believe it all goes back to the old age business belief ‘Relationships matter.’...

    .
    Mrinal Somani
    Associate Consultant
    Infosys Technologies Limited
    Bangalore, India

    A very insightful read. Thanks for the much awaited piece on the barriers to doing joint business in countries like China.

    Nevertheless, as the authors point out, China is one country where the market dynamics change faster than change itself, and joint ventures’ strongest weapon in these conditions come down to the trust between the parent and the partner. A joint venture is not just an agreement to do business jointly, but a more unified way of sharing the vision and attaining the objective. Partners are won by trust and stakes other than financial consideration becomes more important.

    The example of European transportation company in China is a classic case of how well the firm gives back to the partners in business. I believe it all goes back to the old age business belief ‘Relationships matter.’

    Would love to read thoughts on how joint ventures in China vary across industries—as easy it might be to execute it in manufacturing, where does China stand when it comes to information/IT/Internet businesses?

    .
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