The Legal Process of Joint Ventures


Tom Dowling was a long-time client of mine however when he arrived at my office the other day; he owned a unique look on his face. I understood he had something cumbersome on his mind yet wasn’t certain quite the way to question him about it. I didn’t need to. Once he sat down, he began speaking immediately. “Brian, you know we’ve been having an excellent run with the business, and you’ve been beneficial in the process. However today I think we might have tapped out our expansion, and honestly, I’m worried. I’ve invested the last 25 years expanding the company, and right now I’m wondering perhaps we’ve progressed as far as we can .” Tom paused and gazed out the window. “Brian, will you be able to help me brainstorm with this one ?” I nodded.

Tom’s business Dowling Foods concentrated on botanical extracts and specialty food ingredients and had just started some new facilities, which have been no small achievement logistically or lawfully. The time Tom started the business close to 30 years ago, it was a small specialty ingredients dealer. Both its merchandise lines and revenue had increased incrementally. With the national supply network set up, Dowling Foods was expanding very quickly. This was precisely Tom’s worry: Where will its long-term growth originate from? Should the business search for new acquisitions or does it make more sense to look for extra capital?

Being a corporate transactional attorney from Freeborn and Peters with a strong track record in tax, I understood that Tom’s issues were normal. Company owners and executives have trouble with the best methods to make their businesses relevant and expanding. Whenever a business owner meets with his or her attorney, there is an excitement to give a laundry list of expansion ideas and ventures instead of investigating what was indeed driving worries. Understanding Tom, I believed that he would embrace a few ideas to push our conversation along.

“Tom, I recognize where you are coming from. We’ve investigated a variety of suggestions through the years. Are you wondering if we should review a few of them ?” I inquired. “That may indeed help,” he stated, and my hunch was verified.

“Well, a few of the items we’ve outlined before involve starting more sites and getting a glance into franchising your company. We’ve additionally taken a look at licensing your merchandise, broadening into other markets and of course, strategic joint ventures, or .” I made the error of grabbing a breath, and that’s when Tom interjected.

“Yes, ok that’s exactly what we discussed. Let’s return to that concept on joint ventures. It’s just what the business has to undertake,” Tom declared with such energy that I realized he had discovered his solution. “With the achievements we’ve had in our merchandise, I am convinced we can grow our products to overseas. The issue is how and I believe a joint venture is the best option,” Tom carried on.

“Well, Tom, you happen to be smart enough to realize that a joint venture is a great choice to partner without needing to commit completely, or merge. It may be the idea to check out,” I replied, understanding that Tom had already made up his mind and probably had some possible partners into consideration. “Just be aware of, my role is to help you stay dedicated to the particulars such as pre-planning. A lot more joint ventures fall short than you imagine – not due to poor merchandise – but since individuals don’t establish their goals in the beginning .”

Just as much as Tom wished to move ahead, I invested the time to speak with him regarding pre-planning and goals. He did possess some joint venture partners in mind – businesses and individuals he had casual relationships with for several years and who may, in reality, be great beginning areas.

If either searching for or verifying the best joint venture partner, there is zero replacement for taking your time. After many years of assisting organizations to get into joint ventures, I’ve discovered that the method for choosing the right partner consists of four essential factors:

1 . Evaluate – comprehensive investigation of potential partners – your first “good partner” may not check out once an examination is carried out.

2 . Short List – produce a couple of potential partners and generate a priority rating.

3 . Credential Verify – although a lot of business owners believe they “know” a person, credential examining and references will help close the deal or alter someone’s mind.

4 . Agreement Framework – you can find numerous methods to establish a joint venture ( and it’s essential to recognize the needs/wants/desires of the prospective partner. Therefore, the correct strategy will be determined.

Determined by our conversation, Tom took aim at Canada as his chosen preliminary location of growth as well as instantly turned down a couple of prospective joint venture partners. “I feel they possess credit concerns, and we want a business partner with similar values and stableness as us,” he said, adding, “You were correct to take me through this method of selecting a partner. It’s allowing me to make clear who will be well suited for us .”

I could see Tom was deliberating now. “Brian, I understand there are some benefits to finding a strategic partner. At our phase, something such as this is appealing given it enables us to examine expansion fairly rapidly and with a lesser degree of risk compared to a merger or acquisition,” he declared.

“You’re correct, Tom. A joint venture can be a method to get economies of scale. Similar to an acquisition, the joint venture parties can remove duplicative capital and labor to lead to the total profitability of operations .”

Tom sighed. “There you go. Speaking like a Freeborn & Peters attorney again. However I suppose that’s why I employed you .” We both smiled.

“I prefer all the benefits to the joint venture, yet I believe we ought to discuss concerning the downsides. I understand. I understand. You can’t imagine I’m the person inquiring about drawbacks, huh ?” Tom stated slyly.

Today it had been my turn to laugh. I had wished to evaluate the downsides but understood I had to look for the appropriate opening.

“Tom, you are an astute entrepreneur. In case you don’t grasp the drawbacks, then you aren’t truly getting into a joint venture with eyes open,” I said.

Again, I spent the time with Tom to discuss the factors why Dowling Foods may not wish to get into a joint venture. I didn’t believe our conversation would dissuade Tom. I understood he wanted to proceed; he simply needed to conduct some major contemplating on the appropriate strategic partner.

• Losing control. Food businesses going into a joint venture has to be prepared to deal with some degree of decrease of the management over the operations of the joint venture. The level of power allotted to the parties is several, versatile along with the topic of meaningful discussions.

• Offering a “peek”. Businesses that go into joint ventures with other people in their market can be unwittingly providing an opponent with beneficial information regarding its financial situation, operations or philosophy. This “free peek” can return to plague the business later on.

• Restriction of options. Joint venture partners will usually work out to avoid one another from competing with the joint venture. In methods which were not foreseen when the joint venture was consummated, these types of conditions can offer restrictions on a joint venturer’s capacity to grow beyond the joint venture.

• Profit Sharing. Merely because a joint venture is profitable will not indicate that it was more profitable compared to one party having “gone it on their own .” The benefits of joint ventures include the cost of needing to share some degree of margin with the joint venture partner.

• Accountability. Specific businesses could have problems in confirming what it once deemed as private information with its joint venture partner.

• Employee concentration and fidelity. Frequently, joint venture partners’ efforts to a joint venture consist of the dedication of employees to the joint venture. Depending on whether the joint venture is eventually profitable, an employee might find himself changing loyalties from his original company to the joint venture and, maybe in the end, to the other partner.

• Concealed Agendas. At the center of a joint venture partnership is a degree of trust. Nevertheless, joint venture parties remain independent businesses, so they frequently do not divulge their most critical objectives with the joint venture.

• Cultural Contrasts. Although it might not be obvious in the consummation of the joint venture, the parties’ cultural contrasts (both from a geographic and company procedures impression) can become a substantial hurdle to a prosperous joint venture. Provided Tom’s wish to joint venture with a Canadian organization, I didn’t believe there will be an issue here, yet I brought up the concern nonetheless.

Our session was running late, and I could observe that Tom was getting anxious.

“Tom, we have plenty to go over. We ought to discuss capital contributions, concerns of management, tax implications along with a couple of other items. How are you holding up ?” I inquired.

“Well, I’m kind of at my session time limit, Brian. Truth be told, I do wish to go over all these items yet only after we get nearer with our joint venture partner. I must discuss internally to my management staff too and gain their opinions,” Tom said.

“We’re at an introductory phase .” I agreed. “Tom, what about we plan another meeting after you’ve talked to your staff. You may let me know if perhaps there is any usefulness to me coming to that meeting .”

“There may be. Allow me to mull that over. In the interim, are you able to send me a synopsis of our discussion today, along with a summary of the factors we must review might this deal get off the floor ?”

I smiled. As did Tom. “Of course,” I said. Most likely, Tom and I were about to proceed and get his expansion plan up and running. There would be plenty of work to undertake. For more information on the business of joint ventures, please visit Freeborn Peters.

Make Sure You Read The Fine Print In Vendor Contracts

Whenever you buy a new product or sign up for a new service, will you examine each line of the agreement, warranties, and so forth?  No? Clearly, you’re not the only person. Though we ought to consider each point, often we only skim through the pages with ambitions of going over the pages much more carefully later. But, we are very busy and “later” never takes place. It’s not until you get a bill packed with extra fees, which you find in the agreement to see the numerous charges hidden in the small print. However, it’s too late. You signed the contract; you’re trapped with the charges, and you completely regret it.

Sadly, this has taken place to numerous hotel owners through the years. As a hotel property management systems supplier, we find out from upset hoteliers who can’t wait to escape from suffocating agreements. Fortunately, we’re in a position to help alleviate operators’ worries by offering our easy-to-use hotel property management software at an excellent price and without a yearly agreement.


Listed below are a few of the advantages hotel operators get with innRoad’s hotel property management software:

Invaluable Relationship 

We look at properties that run their operations with our hotel property management software our valuable associates. Our objective is always to support our associates along their quest for long-term functional and profitability. This begins with a software subscription that’s organized for budget-conscious properties. There’s no yearly agreement, no significant start-up expenses without any buried charges deep in the small print.

From the first day, properties know precisely what they are getting from innRoad. Our prices start as little as $150/month. Therefore, our hotel associates will be comfortable and secure understanding they are getting top-rated hotel property management software at an excellent price.

Solutions Created for Properties 

It’s essential that our associates see that our hotel property management software is intended only for them. We devote considerable time talking to our associates to understand their everyday obstacles. As a result, we can make certain our hotel property management software provides valuable remedies. With four primary solutions, Property Manager, Reservation Engine, GDS, along with first-class capabilities such as top-of-the-line data security, our system is made to help operators administer every part of the guest experience, front desk, and back office functions as well as other vital hotel operations.

How to Optimize Your Website for Local Search


When setting up a local SEO plan you should grasp the different elements that are all essential in getting high local search rankings on Google. When performed correctly, local SEO can provide the most highly targeted users to the business’s website as well as its brick and mortar location.

As search queries on smartphones continue to grow every day, it makes local SEO essential to getting located on smart phones. A well-executed local SEO strategy can make certain that customers searching on mobile phones as well as laptops or computers locate your company. To get the best local SEO results, be sure to include the following into the strategy:


Correct Keyword Research: You must discover the keywords that can lead to a conversion (an internet purchase, call to the company, or a place of business visit) instead of simply concentrating on the keywords with the most search volume. High search volume doesn’t lead to high ROI.


Onsite Optimization: As soon as the keywords are uncovered, be sure that the website is accurately optimized for the selected keywords. The title tag, Meta description, images, and header tags must be tweaked for the targeted search terms.

The website content must be composed for the site visitor rather than stuffing the site with the primary search terms. The era of keyword stuffing are gone, therefore publish for the site visitor and optimize for the major search engines. Always include a contact page on the site which contains the company address and contact information.


Optimized Places Pages: The most critical business profile pages are Google+ and Bing Places for Business. They are the entries that show up at the top of the Google and Bing search engine results, notating the company location on the associated map.

A lot of companies create those pages yet they neglect to completely fill out the profiles. Always add images, video clips, and complete all of the company information, ensuring to list the companies address and contact information precisely like they show up on the website’s contact page.

User reviews: Positive customer reviews on the above-mentioned local company pages in addition to websites like Yelp perform a significant function in local SEO. Companies must be innovative thereby making customers informed about these types of review websites and encourage them to give testimonials.

An illustration of a method to accomplish this is by creating a weekly e-newsletter which is emailed to the customer base, including access to the review links at the end of the e-newsletter. Creating an email list offers a chance to keep the consumer base aware of new special deals and offers,


Directory Listings & Citations: Having your company posted on the widely used directory websites like Yellow and is vital, and high quality wins over quantity with regards to directory listings. Concentrate on the leading directory websites rather than using the directory listing sites that profess to submit to 100s of sites. They are usually low-quality spam my websites which do not offer any true SEO advantage.

It will be very important that your company, address, and telephone number (NAP) is posted the identical on the contact page of the site, the places pages, as well as the directory listings. The search engines like Google use these citations into consideration while deciding the authority of your local listing, as a result always place the additional energy making sure that the NAP is consistent across the board.


High-quality Link-Building: Backlinks play a role in local SEO, and high quality once again trumps volume. Concentrate on acquiring high-quality backlinks instead of buying backlink bundles that simply blast backlinks throughout the internet. Integrating user-engaging content and infographics into the local SEO strategy are terrific approaches to build natural backlinks since they lead to social sharing. It is the kind of natural link-building that the search engines like Google love to discover, and reply appropriately.

You should recognize that local SEO results will not take place right away. There is absolutely no undisclosed strategy which will get your site to the top immediately. It takes working hard, a properly designed strategy and regular follow through and implementation to get top local search engine results.

If you would like more information on optimizing your local search listing and which business directories are the best to be listed in, please go to the Law Firm SEO Experts.