Situation: A company has a technology that was developed by but not of interest to a major corporation. The company continues to have significant business ties with the corporation, but the corporation wants to be assured that they are never connected to the technology in question. How do you create a Chinese wall around a product?

Advice from the CEOs:

• The challenge facing the company is this: representatives of the large corporation don’t and can’t sell the services offered by the company, however exclusive clients of the corporation represent 25% of the available market for the services provided by the company. To date the large corporation has been unwilling either to reward the company for selling to these clients or to assist them in the sales process.
  • A solution: show the large corporation that the company provides a higher value or potential value to them than they receive on their existing products.
  • Show them the potential financial value to them of a symbiotic relationship.
• Does the company develop the capabilities and value of the technology on their own, or do they partner with client companies in the market?
  • Many the potential clients in the market appreciate the technology and want to work with the company in some form so a partnership is possible.
  • The issue is that an open partnership might offend the large corporation who may then perceive the company as taking advantage of their clients.
• How does the company establish a Chinese wall so that neither the large corporation nor the clients who purchase the company’s product are concerned about any activity that the company undertakes in the market?
  • Set up a separate entity and license the technology to this entity. The company would be an investor and would do some of the work but through a client/service relationship with the separate entity.
  • Get independent M&A advice on how to structure this entity.
  • Investigate other companies that have set up similar structures. Determine how they have addressed concerns such as conflict of interest, and what structures they have set up to avoid this.

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