Situation: A CEO is evaluating a potential deal with an Asian company that is synergistic with the strategy of the CEO’s company. The structure would include a US entity, run by the CEO, and an Asian entity that would provide essential technology. How do you structure an international deal?
Advice from the CEOs:
- Before you agree to a deal, raise your own level of trust with the key players of the Asian company so that you are comfortable with the investment of time and money that you will make.
- Assure that you will have the focus and attention of talent that you will need within the Asian company. This is better done through mutual understanding and agreement than through contract. In Asia, relationships are personal, not contractual, though for legal reasons personal understandings must be backed by a good written contract. This will likely mean that you will have to travel to Asia to spend time with the key personnel upon whom you will rely.
- Make sure that there is agreement on a clear road map for both the US and Asian entities.
- You will need a solid bridge person who can speak both the language and culture of your Asian counterpart – not just someone who says that they can, but who can deliver. Test this relationship before agreeing to the deal.
- Structure the deal so that the US entity owns exclusive rights to the technology world-wide with the exception of the home country of the Asian firm. Assure that you own an acceptable piece of the US entity.
- Don’t complicate the exercise by creating additional shell companies in Asia. Shell companies can make it difficult to maintain accountability and assure that you gain the value that you seek.