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      Global markets are changing rapidly: supply chains are coming under pressure, regulations are increasing, technologies are developing disruptively and geopolitical risks are rising. Companies are faced with the challenge of remaining flexible and fit for the future. Joint ventures are a strategic response to this: they allow risks to be shared, regulatory hurdles to be overcome efficiently and access to new markets, technologies or resources to be gained quickly. However, the planning and implementation of a joint venture presents management with key issues:

       

      What is the strategic goal - and what contribution do the contractual partners make?

      A joint venture needs a clear strategic foundation. Which markets should be developed, which competences should be bundled, which innovations should be driven forward? The roles and value contributions of both partners must be transparently defined and harmonised.

      How do I realise the expected value potential of the joint venture?

      The expected value potential of a joint venture, such as sales potential through the development of new markets or cost efficiency through the use of shared resources, must be realised. Identifying and realising synergies and securing them through suitable technological measures place high demands on planning and implementation.

      How is the joint venture controlled and managed - and who assumes which responsibilities?

      Effective management and clear governance structures are crucial. This includes a joint operating model, a coordinated organisation and integration into the partners' existing corporate structures.

      What legal framework and regulatory requirements apply to the partnership and how do I address them?

      From the choice of legal form to antitrust approvals and intellectual property issues - legal and regulatory aspects must be considered early and comprehensively. New or changed requirements must be identified and fulfilled, as must the partners' own minimum standards. Areas such as compliance, governance, reporting, cybersecurity, tax CMS and IT identity & access management need to be addressed.

      How do I take employees with me and utilise the momentum for change?

      The employees of the joint venture partners must be taken on board and involved. Retaining key employees, designing a consistent communication strategy and change management as well as taking account of corporate cultures and remuneration models are important for a sustainably successful joint venture.

      Our solution

      Our approach to the successful realisation of a joint venture addresses the challenge through the following defined areas of work:

       

      Setting the course: Definition of strategic guidelines and partner search

      The definition of central guidelines forms the strategic framework for the joint venture. These include a clear vision and objectives, financial ambitions, the product and service portfolio, relevant target markets, sales channels and the desired positioning in the market environment, including differentiating features. In addition, initial partner requirements are defined, the business case is harmonised and, if necessary, tax structuring options are developed.

      Realising value potential

      Value realisation begins even before the joint venture is established with the systematic and hypothesis-based identification of synergies and performance potential. At this point, key cartel issues and other legal and regulatory requirements must also be taken into account. The use of a clean room enables the controlled exchange of sensitive information between potential partners and minimises competition law risks.

      Once the decision for the joint venture has been made, the identified potential can be validated and realised. Our structured approach enables us to analyse, validate and implement the potential step by step and to track it consistently right through to reporting.

      Gain control: Joint venture blueprint, set-up and management

      The next step typically involves developing a joint future operating model - the joint venture blueprint - with a clear organisational structure, governance regulations, defined processes, asset participations and responsibilities. At this point, an in-depth analysis is also usually carried out to identify and quantify potential synergies.

      Based on the joint venture blueprint, possible carve-out complexities are analysed and transferred into a carve-out concept in preparation for implementation. Parallel to the finalisation of the concepts, we provide holistic support in the negotiations for the preparation of the joint venture agreement for the signing of the contract, including the definition of the appropriate legal structure and possible exit options.

      A structured implementation and 100-day plan ensures operational readiness from day 1, with roles and responsibilities clearly defined while our experienced PMO team coordinates the implementation. In addition, it is essential to finalise legal agreements, meet regulatory requirements, set up HR processes and prepare communication measures.

      The subsequent implementation of the 100-day plan is essential to ensure business continuity and fulfil regulatory, legal and tax requirements (must-do's). Operationalising synergy measures at an early stage makes it possible to realise potential quickly and make initial value contributions visible. We also implement suitable governance and reporting structures to ensure sustainable performance.

      Taking employees with us

      Analysing the "cultural fit" of the partners in the joint venture and deriving suitable measures are crucial in order to make positive use of the momentum surrounding the establishment of a joint venture. A key success factor is employee loyalty and their willingness to change.

      We support you with targeted measures to retain key employees and reduce resistance within the company. Our approach begins with a comprehensive stakeholder analysis. Building on this, we develop key messages and integrate new ways of working. In doing so, we utilise our experience with effective communication channels, relevant content and sensible schedules in a transactional environment. We also consider other important aspects such as culture, remuneration and benefits as well as organisational structure and talent strategies and use our expertise to support you in mastering the requirements of a joint venture.

      Comply with regulatory requirements

      Our experts develop a profile of the requirements following the formation of a joint venture, from antitrust law aspects and consolidation with the joint venture partners to tax and trade mark law issues. In particular, the areas of compliance, reporting and regulation are addressed. Operational finance topics include the preparation of opening balance sheets, GAAP conversions, the harmonisation of accounting and reporting structures, including consolidation aspects. Tax obligations - for example in the areas of transfer pricing, tax compliance or auditing issues - are also addressed in a structured manner.

      We also work out how internal standards and minimum requirements should be sensibly rolled out. This includes existing treasury, controlling and group-wide management models for financial transparency and planning security. For example, the connection to existing governance, risk and compliance systems is also addressed, taking into account legal requirements such as the General Data Protection Regulation (GDPR), the Supply Chain Sustainability Act (LkSG) or the Corporate Sustainability Reporting Directive (CSRD).

      With structured process models, checklists and a multidisciplinary setup, we facilitate implementation and ensure a smooth transition so that you can master the challenges of a joint venture.

      Successfully founding and establishing a joint venture is a major challenge. KPMG can provide you with comprehensive support with a team of joint venture experts from Advisory, Tax and Law.

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