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A Win-Win Joint Venture

servicefly

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Joint ventures are critical to small business and highly beneficial to all other size business. The secret to all successful negotiations is the "Win-Win" scenario. All negotiations can be "Win-Win" regardless of what you may have heard. I have staked my company on it more than once. Oh, don't quote the Trump here, even he knows the power of the "Win-Win", and understand he is not self made, hence the EGO.

All good joint ventures must begin & end with a Win-Win mentality on both sides. No exceptions. I shall provide an example as is my usual fashion:

I had investigated a business opportunity not too long ago centered on a Web based service. The owner of the particular business we were interested in was a part time Entrepreneur and a full time employee. We wanted to enter the industry this company was profiting and operating in, so we made contact to multiple suppliers in the same industry. We found this Entrepreneur through one of the suppliers. (Hint: Seek Suppliers in an industry you are investigating, eventually one knows the other etc.).

After some polite virtual conversation over email I determined he was a part time Entrepreneur. No Entrepreneur is truly part time, they are just not yet ready to give up the perceived security of their full time job. I immediately proposed a joint venture with him if he could prove his profits and supply his customer base once the deal is signed. Don't get caught up in the details of the contract, I severely summarizing here.

I built a scenario with him: My company builds the e-commerce website, manages the personnel & operations, we pay for the marketing and fund the startup expenses (basically marketing). He would be responsible for providing his customer base of just under 300, which most were returning, and he would run the marketing like had been doing but at a larger scale. We required a marketing plan reflecting projections of 4 times his normal revenue. (Hint: All Investors care about scaling up your business. If not, they want a lifestyle business).

So here is the "Win-Win"; he supplies a marketing plan projecting 4 times revenue and a customer base of just under 300 for 45% ownership interest in the new LLC.

We provide operations management, marketing funds, basically all costs and the technology for 55% ownership interest as the General Partner of the LLC.

He is not required to quit his job and we make a proper investment. So now you ask, what if his marketing plan doesn't work? Well we buy him out with a hefty profit and we move 1-2 of our marketing people to the project and now we own 100% of it. But what if he wants to buy you out? We stipulate it properly in the beginning when and how, he agrees, buys us out later and we made quite a decent profit!

Side note: We would have gone 50%/50% but needed to retain General Partnership interest because he was fully employed by someone else. We don't risk providing equal control to someone not fully dedicated.

I hope this gets your creative juices flowing to reorganize all of your negotiations to a "Win-Win" scenario! Remember, it can always be done.
 
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hatterasguy

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Personaly I hate JV and partnerships. I have to give away some of my profits and control, I'm stuck in a few of them now but I look forward to the day when I will never have to have another partner again.

Unless of course they bring something to the table.
 

ocean

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Unless of course they bring something to the table.


So... you don't hate JV's... You just hate ones where your partners don't add any value... right? Been there, done that! :smxB:

You can't scale big by yourself. Just won't happen.

The key is to find the RIGHT partners, and structure the deal with solid fundamentals.

servicefly, Awesome! yes, Yes, YES!!! I'm glad to see discussions about this here, for the longest time I've felt that it's been been missing.
 

servicefly

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I love joint ventures! All investments made by any VC or angel is really a joint venture. If you don't like them, you haven't evolved quite yet to investing. I do not like to call myself an Angel or VC because they usually breed a stuck up or snobbish image. That said, I do invest in startups like an Angel, but I invest by providing the technology and marketing funds.

I invest in Entrepreneurs, not just their business. Many Entrepreneurs can't assemble a good management team, or get the technology for their budget. We like to help them in both these areas. In fact the big secret is, if you have a crap marketing plan, and/or action plan, we won't touch you! If you have no team but a good proven concept with a great marketing plan, we will invest if a proper team can be built and you have the means to abide by your action and marketing plan. This is much more rare than most think.

So, back to topic, everything we do is a JV and we love them. Plus, they create jobs=)
 
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hatterasguy

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By bring something to the deal, yeah like a lot of money.

Still I don't care for them because I have to give up some profits. In a few years I'll mostly just do deals by myself, and keep 100% of the profits.
 

ocean

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I really feel like this topic is something too often left out of the conversation about starting a business. You have to have a TEAM. Whether you form it yourself, or someone like servicefly helps you. It is OKAY to admit that you have a great idea, but aren't going to be able to lead a company by yourself.

Particularly if you have the brains, but not the people skills. Instead of quitting or struggling, become the type of person that others will want to do business with and promote. There are plenty of people out there who are not technically smart, but know how to work a room. Once you show them and gain a reputation for delivering results (even small ones) and bring them in on the deal/team, they will work the room on your behalf. Salesmen and networkers will open doors for you and your business will have immediate traction.

I, for one, will NEVER get involved in another a project without first seeking influential people in that space who can help generate interest and get the initial traction. And other people who have the other skills which I lack.
 
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servicefly

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Rarely is there profit in going it alone, but good luck to those that try. One day you will awake and realize that you don't need 100% of the profit and it is beneficial to share. You need an example? OK:

You decide to start a company which sells marketing services. You partner with (JV) a successful marketeer from a well know firm. This person brings 2 clients to the new business (doesn't need to be a well known firm). Your new company has an immediate profit from the 2 clients. Later your partner leaves and you buy them out. They take their 2 clients with them.

If you operated correctly, the 2 clients assisted in networking with others. You now own the entire marketing firm with only one client (from your JV networking assisted by the two original clients) and make more money than when you had a your old partner because you own more of the company.

It's called opportunity cost and you really must understand it to get to the next level of business.
 

biophase

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I built a scenario with him: My company builds the e-commerce website, manages the personnel & operations, we pay for the marketing and fund the startup expenses (basically marketing). He would be responsible for providing his customer base of just under 300, which most were returning, and he would run the marketing like had been doing but at a larger scale. We required a marketing plan reflecting projections of 4 times his normal revenue. (Hint: All Investors care about scaling up your business. If not, they want a lifestyle business).

So here is the "Win-Win"; he supplies a marketing plan projecting 4 times revenue and a customer base of just under 300 for 45% ownership interest in the new LLC.

We provide operations management, marketing funds, basically all costs and the technology for 55% ownership interest as the General Partner of the LLC.

Let me understand this??

So I am running a business part time making XX dollars with 300 customers. You show up and ask me to make a marketing plan that I think would increase my revenue 4X. In exchange for this marketing plan I give up half my business and control and hope (believe in myself) that my marketing plan works. If it does I can make 2X more money, if not I sell the rest of my company to you for probably less than what it's worth today.

If I thought that I could increase my revenue 4X through my own thought out marketing plan, wouldn't I do it? Now you may say, 'yeah but you don't have the funds' or 'you don't want to risk the funds'. A person who says this will not risk 1/2 his company either.

But if I were the type of person that believed I could make 4X through my marketing or wanted to do that, I would probably have done it. The type of person who is happy with his current income is not going to be able to come up with a marketing plan for 4X revenue.

Is the cost of the marketing plan calculated in the profit of the company and would therefore decrease profit during that time?
 
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MJ DeMarco

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I'm having Fanocks deja-vu.
 

ocean

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Would you rather be part of a good JV and gain a 10% stake of a $1,000,000 profit?

or be the sole owner and gain a 100% of a 300,000 profit?

(It's a trick question)



JV Partner:

-Contributes a fraction of his time and resources.

-Focusses on what he is good at doing.

-Isn't risking it all in one project.



Sole Owner:

-Contributes all of this time and resources.

-Balances all of the responsibilities, even the ones he's horrible at.

-Is fully invested in a single project, and looses all his effort if it fails.



I would rather be involved in 10 JV's in which I invest my service (influence, time, expertise) and gain a 10% stake.

Let's say that only half of them succeed and break 1 million.


10% of 1 million is 100k x 5 successful joint ventures = $500k

Plus some other benefits:

-Since I'm only focussing on what I do well, I perfect and innovate in my area, and therefore spend less time and energy on the whole versus as a sole owner.

-I don't have the stress and burden that comes from risking it all on one project, OR the uphill battle of managing things I am not good at.

-I gain a reputation for my area of expertise and am invited to more projects than I can handle and gain some ready and willing customers and promoters for my service.

-When influential people in our market are brought onto the team, they bring instant credibility to our effort which usually ends up in customers before we're even ready for them.

I could list more...

Each member of the JV benefits in a similar way. They are leveraging me just as much as I am leveraging them. My strengths bolster their weaknesses, and my weaknesses are bolstered by their strengths. We as a group are stronger than any individual.

These additional benefits are PRICELESS. And only result from collaborating with others.

Finding good people and a good leadership system is critical, however.
 

PurEnergy

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What percentage of the business should I offer a friend of mine to fund a website business I have in mind? Building it myself is probably not an option.
 
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hatterasguy

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As small as possible, and wrap it up with a good lawyer. I trust a business partner about as far as I can throw them. As soon as a lot of money gets involved people get funny, even family members can't be trusted.

In my experiance they will screw you the first chance they get, so don't give them that chance.

Also in my experiance he who writes the checks tends to have control. I have learned the hard way to never, never give that up. I will never enter into a partnership again that I don't control the checkbook and books. They can review it, but I will not give up control.

Remember people who make a lot of money tend to be SOB's in business. They wouldn't think twice of stabbing a partner in the back if its a good business move. Thats how you get ahead.
 

valuegiver

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It reminds me of these two guys:

1) Felix Dennis (hates partnerships or any kind of profit sharing)
2) Dan Pena (loves JVs and partnerships)

You can make it big either one.
 

ocean

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As small as possible, and wrap it up with a good lawyer. I trust a business partner about as far as I can throw them. As soon as a lot of money gets involved people get funny, even family members can't be trusted.

In my experiance they will screw you the first chance they get, so don't give them that chance.

Also in my experiance he who writes the checks tends to have control. I have learned the hard way to never, never give that up. I will never enter into a partnership again that I don't control the checkbook and books. They can review it, but I will not give up control.

Remember people who make a lot of money tend to be SOB's in business. They wouldn't think twice of stabbing a partner in the back if its a good business move. Thats how you get ahead.


Thanks for offering your real world advice!

You definitely have to be on top of your game and do your homework, that's for sure. Not just about the other partner(s), but also about how to structure things in the business.

Couple of things that you might be able to expand on...

Don't go into business with just anybody... I would only want to work with people who care about their reputations as good, fair businessmen.

When starting out, it's easy to go with the first person willing to do business with you. DON'T.

Also, I want to see how they react to simple situations.
It's like choosing a travel partner... Are they rude to waiters? Do they hesitate or nitpick when the bill comes? How do they handle tardiness?


Also hatterasguy,

Would you distinguish between people who want to do business with you in the long run, as opposed to someone who just needs you to get a deal done?

When you convey and show someone that you are truly interested in helping them succeed throughout their lifetime, does that change things?
 
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anacron77

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I'm actually contemplating on a JV now and since am not much of a business person I need advice.

I have been managing my own software company but lacks funds in expanding the business. A company comes in willing to invest in the company or buy majority stake.

Am open to selling the majority since its going to be a short term win-win since I'm going to get cash from it and I will still stay on to manage the company as well as the investor's company's overall IT for a handsome salary.

Since I retained a small portion of the company and the company would need additional capital for its expansion plans. Is there a way for me to keep that %age without the bigger company diluting it by putting in more money into the company for expansion? maybe something similar to an industrial partner where he contributes services and gets fixed %age share on profits? but in my case I will already be owning a portion of it.
 

servicefly

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anacron77,

If you want an accurate idea of how to structure such a JV, we need more detail. If this Investor is purchasing a large or controlling stake in your company, this is less a JV and more a 1st or 2nd round investment of growth capital.

Have you asked yourself what it really takes to expand or grow your business? Here is an interpretation of expansion vs. growth: Expansion means adding more streams of revenue. Growth means expanding the stream(s) of revenue you have. Most early Entrepreneurs do not realize this distinction.

If this Investor is purchasing your company to consolidate your industry (buy up competitors) then the "win-win" scenario is different if they are purchasing equity in your company because they see an opportunity.

If you provide more detail I will provide more accurate advice.:smxB:
 

servicefly

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ocean,

You are actually talking about vetting our good business partners. This very valid topic is one on it's own. I will start a thread on this soon. I didn't want to open that can of worms here.:smx9:
 
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hatterasguy

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Would you distinguish between people who want to do business with you in the long run, as opposed to someone who just needs you to get a deal done?

When you convey and show someone that you are truly interested in helping them succeed throughout their lifetime, does that change things?

I have not found it to work that way, but that doesn't mean it can't happen.
 

anacron77

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Thanks for the input servicefly.

What's happening is, based on your definition, is both growth and expansion. I have identified a couple of new revenue streams as well as wanting to grow the existing ones.

What is actually happening is that the investor have this group of companies without a really solid IT plan and would want to use our expertise to develop and maintain it for them moving forward. Since I own an IT company, they would want to use the opportunity to get into the IT business by using my company as a sort of vehicle since we already have a customer base and is already wanting to expand and grow the business but lacks the capital to do so.

Since they don't have the expertise internally to develop their company's infrastructure, They would need me to help them put it in place as well as manage the growth and expansion of my company where they will have a majority stake.

Would what I have in the table be enough to convince them to allow me to lock in my percentage?

Forgot to add, The company that would like to acquire the majority stake in in a totally different business with our's and is buying companies to support its operations and I guess its portfolio for them to be able to diversify into other profitable businesses.

I like the setup because they have presence abroad and I've been wanting to tap into the offshore market but again, don't have enough capital to do so.
 
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servicefly

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Thanks for the input servicefly.

What's happening is, based on your definition, is both growth and expansion. I have identified a couple of new revenue streams as well as wanting to grow the existing ones.

What is actually happening is that the investor have this group of companies without a really solid IT plan and would want to use our expertise to develop and maintain it for them moving forward. Since I own an IT company, they would want to use the opportunity to get into the IT business by using my company as a sort of vehicle since we already have a customer base and is already wanting to expand and grow the business but lacks the capital to do so.

Since they don't have the expertise internally to develop their company's infrastructure, They would need me to help them put it in place as well as manage the growth and expansion of my company where they will have a majority stake.

Would what I have in the table be enough to convince them to allow me to lock in my percentage?

Forgot to add, The company that would like to acquire the majority stake in in a totally different business with our's and is buying companies to support its operations and I guess its portfolio for them to be able to diversify into other profitable businesses.

I like the setup because they have presence abroad and I've been wanting to tap into the offshore market but again, don't have enough capital to do so.

First, know that a JV typically means two entities joining in a cooperation organized as a 3rd party. Whenever a company buys a stake in your parent or sole company, that is an investment. JV's are less risky than investments for this case.

To your situation: I do not know how far you are in the vetting process with this company. That said, here is what seems to be happening based on your input. This company wants to buy in and control your company so it can use your IT services for their projects and profit from your customer base. They obviously have done this before in other industries. I say this because they want to keep you onboard for a certain time (the time could be 20 years). They will own controlling interest which means you are now a full time employee.

If being an employee sits right with you, then do it because it sounds like slightly more stability then you have now or you wouldn't consider their offer. If running your business is your passion, don't sell out. Go out, find a complimentary organization and create a 3rd party organization together to sell your services combined with theirs. This is the "Win-Win" joint venture.

You sell IT services/Software right? Find a business consulting or development firm and offer to value add their service with your IT services. This is how you expand, or at least one way. Both you and this firm can form an LLC or something and market to each of your combined customer base.

My answer was geared toward the topic of this thread. I might have provided a slightly different answer under a different topic.
 
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