BUSINESS OPPORTUNITIES IN THE SOVIET UNION: LOOK AT REAL ESTATE JOINT VENTURES Kimberly Ann McKay B.A. University of California Berkeley 1981 SUBMITTED TO THE DEPARTMENT OF ARCHITECTURE IN PARTIAL FULFILLMENT OF THE REQUIREMENTS OF THE DEGREE MASTER OF SCIENCE IN REAL ESTATE DEVELOPMENT AT THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY September 1990 Q Kimberly A. McKay 1990 The author hereby grants to M.I.T. permission to reproduce and to distribute publicly copies of this thesis document in whole or in part. Signature of the author Kimberly Ahn MbKay Depaetment of Architecture July 31. 4 L990 Certified by James McKellar Senior Lecturer, Department of Architecture Thesis Supervisor Accepted by J Glor\ia Schuck Chairperson Interdepartmental Degree Program in Real Estate Development MASSACHUSFTTS INSTITUTE OF TECHNOn nGy SEP 19 1990 LIBRARIES Rotch BUSINESS OPPORTUNITIES IN THE SOVIET UNION: A LOOK AT REAL ESTATE JOINT VENTURES by Kimberly McKay Submitted to the Department of Architecture on July 31, 1990 in partial fulfillment of the requirements for the Degree of Master of Science in Real Estate Development ABSTRACT Political and economic reforms within the Soviet Union appear to offer new opportunities to western partners considering An overview of the existing real estate joint ventures. building industry with an emphasis on the differences between Western and Soviet approaches, provides the framework for a discussion of what real estate joint ventures offer the Soviet Union, why they have become popular and what a foreign partner can expect from the existing building industry. Under Perestroika, many changes have begun to be instituted that affect the outcome of real estate joint ventures. The impact of these proposed reforms is evaluated in light of the Drawing from field most recent laws that have been passed. research in the Soviet Union, a study of four joint venture have that difficulties the illustrates partnerships traditionally been associated with conducting business in the Soviet Union as well as how foreign partners need to approach development strategies in the future. It was found that despite the tremendous number of reforms proposed under Perestroika, some of the measures intended to have resulted in more make investment more attractive confusion, consequently the emergence of real estate joint ventures is a reflection of larger political and economic a new Union rather than the Soviet problems within Investment in real estate development in the phenomenon. Soviet Union will remain a high risk venture due to political instability, and the resulting lack of effective economic reforms. However, this will not curb the flow of western developers interested in the tremendous opportunities that Adhoc real estate joint ventures will this market holds. continue to be negotiated. In the short term, companies that forming joint ventures will focus on the profit succeed in generated by meeting foreign building requirements and in the long term re-focus on the real estate opportunities offered by the Soviet market. Thesis Supervisor: James McKellar Title: Senior Lecturer, Department of Architecture ACKNOWLEDGEMENTS possible without the would not have been This paper assistance of many people in the Soviet Union. I would like of Leningrad Institute of the staff thank the to (Lenniitag), Theory Urbanistic and Architectural particularily Nikita, Michael, Tanya, and Elena for their Their insight into the housing and construction process. the in life sharing in hospitality and honesty generousity, Soviet Union was beyond the call of duty. I would also like to thank Anna for her patience and superb translation. For sharing their personal trials and tribulations regarding how joint ventures really work I would like to thank Otto Dvorak, John Reuther, Alan LeBlanc, Nolan Kerschner and Chris Senie. It is their relentless pursuit of new challenges that has provided a framework to this unexplored territory. Finally, I would like to thank Mark for his uncompromising support and encouragement. TABLE OF CONTENTS ABSTRACT ................................................. 2 ACKNOWLEDGEMENT...........................................3 TABLE OF CONTENTS.........................................4 INTRODUCTION..... ......................................... 5 CHAPTER ONE-REAL ESTATE DEVELOPMENT IN A CENTRALIZED ECONOMY: WHAT ARE REALISTIC EXPECTATIONS...........8 The Developer Defined Profit As A Motivator Centrally Produced Shortages Design and Construction Labor What Does This Mean CHAPTER TWO-CHANGE UNDER PERESTROIKA: THE IMPACT ON REAL ESTATE JOINT VENTURES...............................21 Proposed Legal Reforms The Law on Joint Ventures Leasing, Property And Land Laws Establishing Land Valuation Techniques Why Isn't Reform Working Lack of a Free Market System Convertibility Bureaucrats as Lawyers Centrally Driven Reform CHAPTER THREE-THE DIFFICULTIES OF CONDUCTING BUSINESS: A FOCUS ON MOSCOW AND LENGINGRAD....................32 A Profile of Joint Venture Activity Finding the Right Partner Structuring the Deal Financing the Deal The Evaluation of Risk CHAPTER FOUR-- CONCLUSIONS AND RECOMMENDATIONS....................41 APPENDICES.................................................49 FOOTNOTES.................................................65 BIBLIOGRAPHY...........................................67 INTRODUCTION international "Few topics have become more fashionable in economic circles than talk about joint ventures in the Soviet Union. The only thing that is surely more fashionable is the to obstacles difficulties and the about talk establishment of joint ventures or to the introduction of any economic reform in the Soviet Union." Union appear to these opportunities real constraints the versus of an analysis of will be explored through development estate The validity ventures. joint Soviet western partners opportunity to offer new real estate considering within the economic reforms political and Proposed of registration and operation. This paper provides subject, focusing on an overview of the First, within the framework of three aspects of this issue. the existing Soviet development process, why have real estate become ventures Union? from what can And the popular? centrally a foreign planned although many changes have what specific changes estate joint work? Third, study of four ventures, What do real estate Soviet partner expect industry? building Second, been proposed under Perestroika 2 the viability have affected and are these reforms drawing from research joint offer the they venture difficulties associated with of real structured to in the Soviet Union, a partnerships illustrates the establishing and operating real estate joint ventures in the Soviet Union. Each chapter is organized to estate joint ventures. real look at a different Chapter One aspect of focuses on the in a centrally planned construction process between differences key five and Soviet the Using economy. American development process, the reader will develop an understanding to understand will begin importantly, they More industry. the building that exist within fundamental problems of the establishing a real estate joint the constraints involved in venture. Perestroika. Venture Although amendments have been made to the Joint Until these issues for foreign firms, system remain the within issues economic fundamental more attractive it law making unresolved. legal reform under Chapter Two is real estate The thrust of are resolved, joint ventures will continue to serve an isolated and limited purpose within the Soviet Union. the difficulties of developing real Chapter Three focuses on Union. estate in the Soviet will be used as a Four joint venture partnerships backdrop for explaining the major constraints facing prospective developers. Several key conclusions have been reached regarding the viability of real estate joint ventures: 1 . been Joint ventures are not scattered examples earlier. a new that date However, real estate as is symptomatic of the phenomenon. back to There the 1950's have and a joint venture is new and economic and political problems that are being faced in the Soviet Union. 2 . ventures are Joint to execute. approved and difficult more is despite the This have been proposed under Perestroika. oppressive nature of by the process, the approvals to than ever get changes that The process is stymied the central bureaucracy in the effective economic reform lack of measures and the emerging presence of local government. 3 . The risks Soviet Union the current associated with developing real are too dynamic to use standard political climate, projects cannot on their financial and evaluation needs to solely market measures. In be evaluated Risk feasibility. political, address the estate in the economic and social impacts on project's success. 4 . Real estate joint ventures Union, despite the difficulties until sweeping continue to be foreign consumer. economic hard can succeed of doing business. reform is implemented currency projects Soviet in the However, they structured for will the CHAPTER ONE: REAL ESTATE DEVELOPMENT IN A CENTRALIZED ECONOMY: WHAT ARE REALISTIC EXPECTATIONS The development economy like the Soviet Union. in important. are to a free market system As new policies oriented recommended under more been never has differences these determining process from structural system of the building. demand to deciding on the Understanding These differences are evident the building of every aspect the planned in a different extremely process are players within of the responsibilities roles and Perestroika, entire the planned economy is in a state of flux. centrally Proposed changes have not solved the economic conditions and the original system is sub a at functioning construction Soviet existing determine how optimal real estate level. Understanding process is joint ventures the to necessary can work in this changing system. This chapter will analyze economy by exploring five centrally planned between the Soviet and of the issues, materials, used, and construction the (such as venture strategies. lack the of of quality the construction skilled labor) directly Others, including a key differences American development processes. the sophistication the lack of process in Some building methods impact joint the concept of profit and the developer as are coordinator of the development process, construction of the reflections fundamental industry after seventy years of central planning and allocation. are difficulties These Along with recognizing the need to realize that differences, potential foreign partners simply superimposing and importing the standards, techniques and Western ways is not enough. will be a Any success that is achieved direct result of the foreign understand and the to provide a point of Soviet construction system, but rather reference for western developers. criticize to not highlighted partner's ability to development process work within the existing and adapt to the changes that surfacing in the Soviet Union. THE DEVELOPER DEFINED The someone developer as construction of Soviet Union. Appendix A) . a building is (See the an unfamiliar concept chart including the the in the included as central planning supply agency the city the architect and within it's own set of state directed the contractor, works Each of aspects of all organization Each entity, agency the central mandates. who directs the players is responsible for his piece of the construction process and no one assumes responsibility for making sure the project makes sense, will be completed on time or is cost effective, is soundly built. plans are established and directives As a result, are issued with no real or perceived accountability for the end product. Soviet State committees that Specifically, there are several are construction within all planning responsible for the Soviet Union.3 Gosplan (the Central State Planning Committee) (two Gosgrazhdanstroi and Gosstroi built, and works with construction program scientific problems the field and Gosgrahdanstroi coordinating work the building, working working with Gosplan to cost in the field of with Gosplan of erecting of housing and civil on standard designs for average estimated and initiating and Gosplan, including: construction, developing scientific research pre-fabricated range wide a provide Gosstroi support of of construction construction as an example, Using residential architecture. functions in in is constitutes the main technical responsible for defining what and overall Gosstroi Union. the Soviet for the establish to committees) subordinate for all square meters that determines the number of building types, will be that is available amount of funding designates the to determine living space, and establish the national economic plan for housing. Foreign joint than rather process. venture partners will directing the development developers cannot assume that there is an a passive Foreign an active need to take role in existing sets of checks and balances within the Soviet system that will ensure within budget. Additionally, the completion Strict project the role of a project on oversight will of developer will be of the players in the process. time and be required. defined to many PROFIT AS A MOTIVATOR profit as motivation of The to produce an incentive construction project to finish a housing or more materials faster, or to ensure the quality of what is being resulted in than less productivity. In the Soviet In Western Union the builder and banker, as pay more or dependent not is on countries demand generates supply. state, as the planner, determines supply, and how produced, as well as who the costs. workers producing nothing must, they what built is The traditional nonexistent in a centrally planned economy. approach has more will be supplied. producer, much will be The state covers As the supplier of everything from food to homes, the state has not created incentives to increase production. lack of This fewer skilled highly and laborers, building materials currency through internal for both With the international export. export, the a decline in the This had led to a shortage production of building materials. of ramifications: has severe motivation profit consumption inability to technology and and generate hard machinery have fallen into disrepair. Foreign partners address will need to structure this severe may lie in productivity. looking for Soviet partners that material production lure of constraint to business plans that or are a construction hard currency combined with Solutions are involved in enterprise. The production quotas would provide to incentive an additional A Soviet enterprise. costly solution, is the importation of foreign building materials and skilled labor. This has proven to be second, more strategy for Finnish a particularly good construction firms due to their geographical location. CENTRALLY PRODUCED SHORTAGES There has been a chronic shortage produced within the Soviet Union this over the last few years due that results from poor is overlaid situation is based on whether enterprises rather than whether quality control. When prices and subsidized with centralized distribution system, the products, materials materials, the lack of skilled labor, to the shortage of raw and the waste of building a result is a system that and consumers can access the they can afford the few products that are available. "...It is not the amount of money one earns that decides what one can buy, but the kind of friends one has, what ones position is at work, where one lives and other considerations that have no direct connection with work." 4 In the construction industry, different for state and non the distinguishing organizational factor. the material allocation state enterprises. Rather, affiliation, private is Price is not decisions are versus state based on operated, and state project versus a joint venture with a foreign firm. For example, a state enterprise involved in the production of high technology, status to favored military obtain building in are export materials or materials: requests a are given priority and there is a greater chance of obtaining the and quality quantity state enterprises of established cooperatives were ability to have official state building is being (Gosnab) channels, unless a constructed for the state. for private their prohibited secure building materials through supply agency contracts operate as separate in 1988 authorized to regulations building Although Gosplan. by enterprises, building construction enough to complete the building materials requested, but not program the of receive some will Non-priority materials required. Building cooperatives involved in entities are negotiate required to directly with a factory or work through a network of personal of these Both friends. channels generally require working through some element of the black market. Unlike soviet enterprises that are subject to the dictates of the state allocation plan, foreign joint in the Soviet Union are given materials cannot or importing effectively meet materials, this policy the choice of using Soviet raw from abroad. it's own for ventures operating Although requirement for foreign partnerships another mechanism for generating hard currency. state the building is yet Even though the the raw materials. First, potentially available to foreign enterprises are limited to concrete, cement, amounts developers considering internally produced use of materials the ventures, foreign joint to several constraints facing there are the materials of raw distribution provides for allocation system state importing lumber. Therefore, including mechanical, of materials, steel, gravel, sand and limited plumbing building other and electrical components as well as finish materials, is required. of these the availability materials are constrained by the building materials problems that affect all same production Second, within the Soviet Union, namely, a lack of skilled workers, a lack of quality control and a Frequently, the quality of materials be used. Finally, construction firms indicates that constraint adds of raw materials. is such that they can't of Finnish and Swedish strategy for a fall back materials delivered on time getting the logistical the experiences lack is mandatory.5 This project risk due to down time, delays and the costs of contingency planning. DESIGN AND CONSTRUCTION Some historical context is required to understand the role of architectural design and construction in in real estate development joint ventures. process as well as 1920's the Council of People's Commmissars the extravagant design and the In the complained about construction costs. In response, the government began to issue decrees mandating the reduction of costs and the use of standardized designs as early 1930. purges. Stalin's the combination As that designs could events took of these manufactured be on and to the war standardized to developing reduced architecture was hold, resources to both of human tremendous loss experiencing a Soviet Union was these decrees, the to meet being implemented administered systems were While centrally a cost massive effective scale. 6 this philosophy are still Manifestations of in the development process of today. firmly embedded For example, in the Soviet Union, the use of large scale, precast concrete panels is the In sole method have countries other contrast, produced housing. of constructing state several residential construction systems existing side by side. In the Leningrad are three factories dedicated to mass produced region there housing. Under auspices of the the Gosgrazhdantroi and Gosstroi, these factories are each responsible for the design concrete panels of a particular and construction of pre-cast height and 12-17 stories each). Each a staff of architects and engineers. Using 10-12 range (4-10, factory employs centrally directed guidelines, "series" of working for 5-7 designs years. drawings that are used Although every year these professionals produce a to minor changes reflect changes and site adapted are made in current to the housing technology, the production facility decides when a new series needs to be designed. The last series produced story factory was in 1983.7 15 in the 4-10 of industrialization the including has in cost Soviet objectives, met other turn has This in panels interest government's the been traditionally concrete scale large pre-fabricated, reduction. for the use mentioned, the primary motivation As previously the and of construction, production of more residential units than had previously been built under other systems. larger units ,8 and (factories the creating fewer industry by the building rationalization of of high rise necessitated trends These flats. of industrial and designs in hand with the erection techniques went hand blocks standard of use "...The for the this dates production of to the panels) ... The period Kruschev for explanation simplified when major instituted were reforms back to eliminate communal living and provide every family with their own flat. footage To accomplish requirement (9 this objective square meters established and mass production began. a minimum per square person) was The proportion of all state and state cooperative housing that has been built using this system has risen from 1.5 percent in 1959 to over 80% in the early 1980's. 9 There are currently 650 pre-cast concrete residential factories throughout the Soviet Union. There are four commitment to primary reasons the use why there is such a of pre-fabricated concrete 16 strong panels in significantly the first is The construction. residential higher production output that the Soviets have realized using internal have there is the over built inexpensive raw concrete, steel, sand and gravel. produce to has been infrastructure that an extensive years Additionally, scale. relatively access to materials, such as cement, Third, a mass quality minimum their meet can produce on and yet standards they they material: building concrete is a more efficient Second, they feel this system. The product. this ramifications of considering a change in construction methods system. this within the Soviet Union, wood one of their use of is a major export material and The wide scale main sources of hard currency. construction would wood resources significant wood there are Although time. one constraining at is particularly fourth reason The on this their dependence due to be significant would this deplete potentially resource. several design There are real estate limited ventures. joint the to Deviation isn't and construction Namely, of example Despite attempts construction necessary was the this the by methods, building it design and to this building system. 10 Rosinka approvals. project in Moscow. wooden partner to use impossible to obtain foreign was are systems. panel currently allowed, and therefore engineering solutions are limited An codes building concrete of pre-cast use implications for Foreign partners need the to understand the at the to concrete, while Soviet commitment on ultimately succeeding with creative same time not give up alternatives. LABOR workers has steadily level of Soviet construction The skill declined over the last been a factor has This few years. major contributor to the state housing shortfall and the poor buildings. of existing quality articulated for this decline. industrialization Soviet purges. and Stalin's Union the of with a people as a result of World loss, combined This process, construction dearth of recently, the low prestige been From a historical perspective, the Soviet Union lost 60 million War II reasons have Several skilled with the left craftsmen. the More associated with manual labor, the recruitment of unskilled workers from the countryside and the evolution of blamed for the building cooperatives have been and the poor quality of lack of skilled construction workers state construction. The state solution? firms. Increase reserves, the Soviets have hired Using hard currency Finnish and Swedish projects. Examples Leningrad and Astoria, construction companies of these projects Moscow, where Europenska hiring of foreign construction and renovation by foreign firms. historic Metropole for are in the hotels are priority cities of such as currently the under construction firms have scale. projects of any Two more creative alternatives are the implementation in found is example the Joint Perestroika developed for employees of the Soviet the General Manager, both Venture. partner. An In the opinion incentives program has also been established. of An training program improve management skills, a Structured to workers. programs for Soviet and incentive of training was Foreign the Soviet Union been doing work in and are easily mobilized for for many years with the the Soviet to follow construction company. a foreign and hire example labor, is finding skilled dilemma of joint ventures faced for real estate One solution to improved have contributed productivity. WHAT THIS MEANS Soviet enterprise. directives from instance, economic For pre-requisites to getting no longer Gosplan are built, materials can be a facility more easily cleared through customs, able to government is and local a flexibility to joint ventures have introduced Real estate access hard currency more readily. However, until major economic reforms are instituted, these ventures will be nothing more than a hard currency source for the Soviet systems Union. will instituted, not private The centralized planning change until a enterprise 19 is free free and allocation market to system prosper, is and building standards become more in the Soviet scale required Economic change of the open. Union is slow and at best, , difficult. development will remain a Real estate high risk investment. Upfront capital expenditures, significant travel expenses and extensive Risk of Due to be hours will failure is the greatest during the bureaucracy consider the form joint required to forming partnerships registration stage. joint involved, ventures. ventures where follow should on projects are possible. Joint ventures will have acquisition strategies. include to develop Under the extensive contingency regarding the Armed and ethical role of "blat".1 1 Contingency externally sourced labor. current system, this will plans to address problems with internal for comprehensive resource an with process, developers building materials, technology seeking to do joint 20 plans will need resources as well as plans understanding successful strategies. decisions of the and formidable ventures can design CHAPTER TWO: CHANGE UNDER PERESTROIKA: THE IMPACT ON REAL ESTATE JOINT VENTURES Many isolated economic policies have Perestroika in the last three years. Joint Ventures, the Law under been proposed For example, the Law on on Cooperatives, the legalization of private ownership and the proposed construction of 30 million 12 Talked about, new apartments and houses by the year 2000. but unsupported change, these policies by economic are are not substantially different from other historical attempts at reform. This chapter examines the legal real estate reforms that have been proposed under been made to attractive for the Perestroika. Joint Although Venture law amendments have that make foreign firms, fundamental issues system remain unresolved. can become more than adhoc Before it more within the real estate joint ventures solutions to the Soviet shortfall of hard currency, sweeping economic reform is required. Examining why these isolated reforms are not working includes discussion of: the lack of convertibility issue, the role a free system, market the of lawyers within the system, the lack of a structural framework to deal with land use, the role of a top driven reform, and how local government has begun to react to ineffective central direction. 21 While these may seem reforms eye, many the Western simplistic to are revolutionary by Soviet standards. PROPOSED LEGAL REFORMS Since the Decree While well provisions, as and statutes current the highlight guidebooks these in have been published on the January 1987, numerous guidebooks subject. issued was foreign partners and organizations Soviet Joint Ventures between on the Formation of provide "how as to..." sections,13 none have specifically addressed the positive and legislation and amendments to negative ramifications of this real estate joint ventures. THE LAW ON JOINT VENTURES amendments have Six primary since Ventures been made to issuance it's in on Joint the Law 1987. 14 Of particular significance is the delegation of approval authority from the USSR Republic and administrative Council body of of Ministers the Soviet to partner. superior the In many cases this body will be the Executive and City Councils of the city in question. Another change percentage of was the foreign elimination of ownership in a legislation limited foreign a ceiling on the venture. Previous It is now up ownership to 49%. to the partners to establish ownership, as long as it is less than 100%. 22 of the Board required both the Chairman Previously, the law Director to be amended and one or the other has been This Soviet citizens. and General now be of these positions can headed by an appointee of the foreign partner. The right of was amended employee compensation independently establish several times. The most to ventures joint recent amendment provides flexibility regarding this issue as long as compensation meets minimum Soviet standards. As of 1988, transferred to partners. partner's a Soviet in shares party upon a third Amendments did priority right that, approval of the joint may be mutual agreement of all abolish the Soviet however not ventures to acquire the shares. Prior to Commission was USSR Foreign Economic required. Soviet auditing allowing requirements have been relaxed. systems, accounting foreign Soviet Along with auditing is limited to the assessment of tax payments. Finally, foreign employees entitled to pay of ventures are the joint for housing and services now in roubles instead of hard currency. All of these amended provisions would appear the formation and operation of joint ventures. of provisions have contingency conditions to facilitate However, that limit many the overall is delegated authority control over the of joint formation retain still authorities central Yet, process. registration and approval in the delays time eliminates approval potentially bodies which local to instance, For implications. positive strong ventures through the of Finance to register the requirement for the USSR Misistry partnership. To the undercut amendments, appointee an issues" was additional amendment and passed the Board of Directors for all requiring a unanimous vote by "fundamental ownership the established in power to related Fundamental Issues have not to the Venture. Joint date been defined, and should be given particular attention by both both the by laws parties when drafting as well governing the partnership the JV agreement. The amendment allowing foreign in roubles is and services partners to pay a fallacy. it difficult to access shortages make In for housing practice, severe these necessities for hard currency much less rouble currency. LEASING, PROPERTY AND LAND LAWS 15 Leasing Law In January 1990 the formal USSR Supreme the Soviet went into effect. basic legal within the leasing legislation passed by the structure Soviet Union. This law established for lessor-lessee The law does two relationships primary things. It their to outlease City Councils allows local it outlines jurisdiction, and property within of property the types that are allowed to be outleased. land, states specifically organizations, foreign individuals and organizations, and Soviet both that individuals and It outleased. be to equipment and buildings It also establishes joint ventures may be potential lessees. that the law provides for real estate transactions, the Important to the "fundamental document Lease Agreement shall be that shall govern relations between a lessor and a lessee". Property Law It provides in March 1990. The property law was established joint ventures the right to own the assets required for their activities the right to own to limited is ownership limited is land and is generally considered property, Although land Agreements. by laws venture the joint in as outlined by personal, the Land Law agricultural and and residential use. Land Law Established in February 1990, the use regulation. delegated to enables them The power the Soviets to outlease of Land Law provides for land to regulate People's land Deputies. land to organizations, has The been law and handle "the registration of ownership and usage rights over land and of agreements on leasing of land." 25 This law establishes a governments have that local land rights system for formal been assuming in an adhoc manner until now. ESTABLISHING LAND VALUATION TECHNIQUES by unsophisticated attempts at the within level government are techniques valuation Land emerging Soviet standards, Western a establishing formal the at local Although Union. first these are value structure. Promulgated in Moscow, two directives have been issued. Issued in first directive 1988, the divides the Every zone five concentric zones radiating from the Kremlin. has been assigned irrespective of the existing 50% surcharge value per the property. value is value station. or subway a lease basis, only transferred on distinction that mandates a of a Although the the established perpetuity concept. rights in is parcel, or the located within 500 meters for all sites based on This The only the addition of a clause urban thoroughfare land is hectare. specific location of the condition of regarding value is large a city into The same value applies to the property regardless of the length of the lease. A second directive was issued established an annual rental within the City. in 1989. This decree payment for all property leased The payment is "lease payment" discussed above. 26 in addition to the one time WHY ISN'T REFORM WORKING? The Joint on Law the Soviet investment in The not law was the Soviet economy. of real estate witnessed by the limited number registered, the lack ventures that have been of projects that to effect on has had minimal The law This is hard currency. reforms structured of a set part of economy. revitalize the Union and generate promote to introduced was Ventures the Soviet market, have been developed for and the adhoc nature of forming real estate joint ventures. LACK OF A FREE MARKET SYSTEM Fundamental reform of the Soviet centrally planned economy is required before real estate joint ventures will begin to meet the building requirements of As currently the Soviet Union. structured, the Soviet planned economy provides opportunity for free market toward enterprise private in introduced building 1988. This cooperatives that state building enterprises. as trade. cover their costs, internal move on Cooperatives, Law formation of operate independently of law allowed would the These cooperatives would operate self-financing enterprises, have to The only the was very little meaning their revenue would would be and no state subsidies They would be required to pay "fair market rates" for raw materials and components. And they would be able to provided. market prices. charge fair law, the apparet16 making it However, soon after established a 90% prohibitive to form one. cooperatives have been 17 prohibited tax on being made cooperatives More recently, building from buying state building materials controlled unless they are building a state project. Until prices are allowed to fluctuate with supply and demand, is no incentive market system is in place, there and a free for developer's to satisfy the Soviet demand for space. CONVERTIBILITY The lack of rouble convertibility is a significant constraint to Soviet real like Pepsi 1 8 estate joint venture partners, have structured real estate does export Soviet products, deals to real Although non joint ventures. estate not lend itself to these import/ export strategies. To work around focused on have currency, which served two expatriate estate market a real is anything built for purposes. profits, foreign The and the joint ventures real estate this constraint Soviet hard that generates foreigners. partner partner is This has able earns to hard currency. However, the viability of this strategy is limited. It has worked to date because of the limited supply of hotel, office and residential space for foreign occupancy and the high rents that can be generated. The introduction of a joint venture law without the necessary financial instruments to interact in a global marketing is counterproductive. Before long term investment in the Soviet convertibility will need to be Union can implemented, rouble addressed by the be implemented that can Unlike many central government. grass roots from a reforms movement, this issue will require fundamental economic reform at the central level. BUREAUCRATS AS LAWYERS One of the flaws built under Perestroika is the to reform into the current approach continuing role of bureaucrats in The legal system in the establishing the laws and policies. Soviet Union has traditionally been based on laws established by political bodies rather than by a formal legal system. example of this is the Initially Joint Ventures. Law on An drafted in 1987, it has been amended numerous times and still contains many the law vague, ill-defined clauses. to be manipulated suit to has enabled This the purposes of the bureaucrats involved in each specific deal. "...In the old system bureaucrats made all the decisions... lawyers were the people who had to make laws from what had Theirs was not to take part in the decision been decided. making ... it is easy to see in our new rules and regulations, for example the ones referring to the organization of joint enterprises that lawyers weren't involved.. .the wording is often imprecise and capable of several interpretationswhile some articles even contradict others... this is of immense advantage to those bureaucrats of thgg apparet who wish to retain their powers and privledges..." Foreign joint venture partners are frustrated working without strict legal assessment and guidance. Each the nuances of the foreign partner. new amendment the system can requires easily escape CENTRALLY DRIVEN REFORM Unlike Poland, been driven from bodies have proposed under the changes the involved. not until recently, been reforms are Thus, there or commitment to a common cause. is no sense of contribution The political and satellite Local top. Perestroika have considered largely to the ineffective due lack of substantive social change. Local and satellite leader's are now taking reform into their own hands. Newly elected are grappling in city council members with solutions to local Leningrad the City Council develop a land valuation system. and mayor's problems.For example, is looking at how they can The Moscow City Council has established a legal office to negotiate joint ventures. real estate joint ventures? What does this mean to laws combined the national with ineffective level have This has resulted been juxtaposed with in confusion for everyone establishment of joint ventures. have a clear economic reform politically instable policies at local action. involved in the Foreign partners no longer understanding of who is state agencies are unsure Isolated responsible and Soviet of their approval authority. period has resulted in many This delays in getting projects underway and approved. The lack of a local infrastructure overlaid with ineffective continue to create problems for central economic reform will those interested in establishing 30 real estate joint ventures. government are things several However, will become clear. larger rather The role local of Local than smaller. City Councils are empowered and are assuming control from the planned centrally administration. Decentralization of authority will continue, as local governments determine their establish city specific guidelines requirements and begin to for working with foreign joint venture partners. Additionally, the lack of strong central economic reform will continue to make the execution difficult. The process bureaucratic pot holes. is of real estate joint ventures complicated, replete with Until real estate joint ventures are able to charge fair market rents and repatriate roubles, real estate joint ventures will continue foreign market. Isolated to be structured for the policy changes, like the Law on Joint Ventures, will not lead to economic reform on the scale required for the Soviet Union. 31 CHAPTER THREE THE DIFFICULTIES OF CONDUCTING BUSINESS: A FOCUS ON MOSCOW AND LENINGRAD There are operating registered and major reason venture. The estate joint real are few is Law on in The Leningrad. in Moscow and difficulty the been that have ventures registering Joint Ventures outlines a joint the following sequence of steps for project initiation and registration: -select an appropriate Soviet partner. This is one of the most critical steps and must include an examination of the superior authorized agency. -prepare a letter of intent (protocol) between Soviet and foreign partner. -prepare the joint feasibility study. -negotiate the terms of the statues and joint venture agreement. -submit study and joint venture documents to the Soviet partner's authorizing agency for approval. -forward to Ministry of Finance for approval and registration. There is a tremendous ventures proceed through Although no two amount of variation in how the bureaucratic registration maze. projects are alike, there are some valuable lessons learned by analyzing their individual processes. following chapter will focus on project development these in the The the four primary barriers to Soviet Union: Finding the Right Deal, Financing the Project, Soviet Partner, Structuring the and cases provides four Appendix A Risk. Evaluating the studies depicting these challenges. A PROFILE OF JOINT VENTURE ACTIVITY below, two are registered and Of the case studies summarized The other operating. and joint approved by-laws registration are awaiting and agreements venture two have by the Ministry of Finance. Perestroika joint venture in the City of Touted as the first real estate the Moscow, The primary Soviet joint of this partner the are fully leased. three office buildings that renovation of completed has Joint Venture Perestroika venture is the construction enterprise responsible for all infrastructure in the City Moscow. of joint the American venture is primary the Association, Architectural Dialogue and Other partners the Moscow Hotel as a 40-40 Moscow Association, The deal between the remaining interest between the other three partners. the Group. partner, The Worsham structured partners, with include distributed The joint venture has been self-financed to date, with ten year pre-paid leases covering the costs of construction. Amstroi This joint venture addition to an is designed to renovate office building in Moscow. 33 and construct an The partners are the team. development foreign tenants. venture. One of the more the City Moscow through the quasi-legal of internal awaiting Project financing pre-leasing commitments capital, financing construction office of currently are They Council. registration with the Ministry of Finance. consists the recent real estate joint ventures, been working Amstroi has interest in a 50% partner has Each Soviet and serve both project will The American an and Housing Authority Rise High Moscow through Finnish a and construction company. Rosinka an 82 acre residential Rosinka will be kilometers from the Kremlin. units of housing bringing to the the partner has a The project will consist of 528 foreign community. for members of the a collective farm, brings Soviet partner, approvals community located 24 joint marketing venture with and land and building expertise. 50% interest and financing for currently being sought. partner the American development The Each the project is The Finnish government has agreed to back the 100 million dollar project. Filco Located in the City of Leningrad, the partners are a Finnish and a Soviet construction company. turn joint (Lensoviet). of ventured with The Finnish and the venture, with the This joint venture has in Leningrad City Council Soviet partners each split 60% Lensoviet receiving a 40% interest. Financial Financing has been secured through a Finnish Bank. guarantees have been secured through the Finnish construction company's parent company. FINDING THE RIGHT PARTNER historically been the has This in the Soviet way to conduct business However, the modus apperandi is becoming more complex Union. changes from a centralized system as the political structure to "well as heralded government. Soviet the within connected" are ventures joint established Many with one levels several and parties numerous of government. distinguishing have partners defunct under recent potential a recent trip example, on Boston was partners. acquaintance reviewed informed officials. to the Soviet Union, him list that Soviet However, when the American of attendees, half represented" were no longer operating. 35 For be a positive first step in partner. the of a developer of potential a meeting The meeting seemed to businessman ex-agency by are foreigners as be represented to invited to the pursuit of a Soviet agencies However, some political reforms. partners Soviet viable state Many crones. continue to Soviet foreign partners potentially between political and these agencies from is the difficulty the side effects One of of the a Soviet "agencies Whereas state officials, negotiated with to be deals used Soviet partner. of finding a the difficulty contributes to Councils local City of role increasingly significant The local government agencies and enterprises now negotiate their double edged be a to has proven This deals. own sword. Despite their interest in getting the project approved, local many areas where they have little Moscow The City joint negotiate and all action recommend to the in chaos. quasi-legal a with this increased interest Mosinter charter The ventures. created has Council organization, Mosinter, to deal in now interested thereby adding venture opportunities, joint Additionally, expertise. enterprises and local governments more power in are exerting City Councils Newly elected wheel. bureaucratic in the another cog involvement is government to review, joint venture is new proposals in the City. concepts The unfamiliar in provide the Soviet Union. contacts Organizations closest example and lobbying organizations or trade it's of like business networking As a result, there foreign potential the USSR of Union the Union partners. Architects are of a professional society. western counterparts, are no available to professional societies for are the However, unlike exists to provide an 20 intellectual forum for the discussion of architecture. It is critical to find a partner approvals and development process. 36 that can assist in the However, this can be one of the most difficult the team. the Soviet partner brings to bring the not land or building offer a local real partners. to find in the construction the foreign responsibility on in the bureaucratic maze, partner to succeed of Soviet the way foreign partner for this expertise. deal of a great The are more representative of what partners unfamiliar with process will look to the but do expertise. estate development can expect Soviet This places Most Soviet partners component to the venture Amstroi and Rosinka projects a foreign partner expertise that unusual in the Venture is Perestroika Joint The partner search. a aspects of and places the project at greater risk. STRUCTURING THE DEAL four obstacles in structuring a The case studies demonstrate real estate joint These venture. include: providing for long term strategies within follow on projects, establishing the current economic and political constraints, assessing the value of each partner's contribution and developing a mutually satisfactory operation and management style. Long term upfront capital the large required due to holding strategies are expenditures in real estate joint ventures. Although currently strong, the market for hotels, offices and residences for development firms is foreigners Unfortunately, joint will need to limited. expand into new ventures cannot, at this effective long term strategies Eventually, markets. time, develop to meet this untapped demand. in the Standing inability motivated by Perestroika and Filco While roubles because of free of a profits, hard currency positions in better are the such as lack and the roubles, to expatriate system. market economic constraints way are to spend Soviet workers they the large numbers of employ. Registration is perhaps establishing a real estate partners ought to of the one biggest challenges joint venture. develop strategies Therefore foreign to include Soviet partners that offer follow on potential. City Councils and large in state enterprises long term For example, with access to property and resources enables start up costs to be amortized over a longer term. Agreeing the on value an d contribution is a difficult timing of each partner's p art of the negotiation process. The difficulty stems from the lack of a universally accepted valuation system for land and buildings in the Soviet Union. Compounding this situation, is the long standing western reliance on market appraisals and brokers. This became an irreconcilable difference is Joint Venture. contributed As originally three buildings partner contributed capital. the Perestroika structured, the Soviet partner as equity, and the foreign However, during negotiations the value of contribution the buildings and the be agreed could not the capital timing of result was The upon. a split up, and the introduction of a replacement partner. Finally, joint venture by-laws need to address management and the book Behind the differences need to These differences As highlighted in Factory Walls, 2 1 there between Soviet roles of the specific to day operation? each partner in the day management in differences what will be resolved and styles be will How issues. operational are fundamental management styles. and American and worked be understood into a strategy that meets both partner's objectives. The Perestroika Joint Venture provides management and operational issues a good example of how have been resolved between the Soviet and American joint venture partners. FINANCING A DEAL Despite real the market demand and estate projects undertaking. the Soviet in mixed reviews There are lending money to these new of other Eastern profit potential, ventures. Union on the a difficult viability of As the economic issues nations surface, and the debt rises to 3 billion is financing short term Soviet dollars,22 foreign investment in the Soviet Union may tighten. lack of international business and economic uncertainty, the and collateral Soviet of shortage the and experience tremendous political problems: the three primary There are financial guarantees. government guaranteed the total Rosinka venture, the Finnish guarantees were financial Filco joint venture a Finnish through financing bank secured The 100 million dollars. project cost, the instance, in For ventures. joint real estate Soviet more aggressive in and banks are being European governments provided by the and bank, parent the Finnish company. In of securing lieu sources, traditional with real undertaken from have been approaches other several financing in the joint ventures estate Soviet A common financial strategy is to use pre-paid leases Union. to cover was able and the leases five approach For instance, construction costs. Joint Venture four, long term and short is to leverage Rosinka project and six to give the foreign percentage of the profits in it's ten year pre-paid receives payment time at the the Perestroika of occupancy. construction for years Another company a exchange for their financing of the construction costs. These First, approaches have tremendous only been foreign demand 40 possible for for office, two reasons. hotel and Second, the development projects and obtain pre-paid leases. have Prospective foreign outlook for future financing is unknown. formidable challenge not underestimate this partners should current Soviet Union, the political instability in the economic and the With in scale. small relatively been high rents, owners to charge has enabled residential space to Soviet development. THE EVALUATION OF RISK associated with doing business in There are tremendous risks the A Union. Soviet difficulty primary partners is how to evaluate traditional start facing of and time, capital to and economic with the Soviet political fundamental problems from the the risks which range up investment foreign systems. The to first risk evaluate is Doing resources are available. is associated costs economy. This economy, foreign community, informally patrons. It currency in other than foreigners business will in the Additionally, the find secondary the in for established operates separately from is still illegal substantial there are with operating economy and offers commodities the the centralized and services to hard currency spend hard for foreigners to state operated enterprises. it virtually Soviet Union capital business in the Soviet Union Foreigners find very expensive. hidden whether sufficient impossible without using prices charged hard currency to However, conduct hard currency. patrons have to the prices charged no relationship The Soviet citizens. there is virtually nothing for distinguishing factor is that on, and there is plenty for Soviet citizens to spend roubles foreigners to buy. For instance, difficult. easy or use Soviet materials distinction is based solely on Union. Soviet into the resources bring to for the Amstroi joint venture should anticipate and labor, while the having this may be it is reasonable venture to expect to Perestroika joint labor. and strength of the Soviet partner Depending on the the joint ability of materials building Soviet secure to venture evaluated is the to be A second risk This the connections of the Soviet partner. risk cannot Finally, posture Rather, alone. measured by be one needs political, economic and social in Moscow developed rents, for the the is foreign saturation point For instance, at conditions. negligible. of building office Office years space is despite the community and is financial the dynamic to consider financial and market risk face value the space market and away. situation will evaluation of the political there will be an ongoing demand for this type being high However, an dictate whether of product in the short term. SUMMARY The difficulty then becomes how do you evaluate the political and stability economic This evaluation is not easy. diversity of the Soviet Union. changes Although have Venture Joint forming a advantages of increased the theoretically on Law the in and size the with a country of joint venture and made the approval process easier, the constraints of have not Union Soviet in the operating significantly changed. For those enterprises, that evaluate the constraints of doing term for long opportunity system the understand and business an development Real estate gain. be may there strategies need to address a myriad of issues that are unique to the inaction as well article, those idiosyncrasies as action. companies of a There is Union. Soviet the that Soviet get early, in system learn the of the ways and recent in a highlighted As with associated risk bureaucracy will have an advantage over those who wait for no risk.23 continue to Projects will driven by the However, until including the presence further be initiated of foreign firms economic reforms convertibility of the demand to meet the on Soviet are soil. established, rouble and the establishment of a free market system, there will be very few real estate development projects that will meet Soviet needs. 43 be structured to CHAPTER FOUR CONCLUSIONS AND RECOMMENDATIONS It is objective remain difficult to The demand appears endless, of Soviet partners is strong, for once is contagious! The excitement enthusiasm on behalf Soviet Union. ventures in the real estate joint success of potential about the government seems to be sincere in following through with much But these needed reform, and the returns would be promising. motivations alone do home the story. ventures are extremely capital estate joint intensive, enough of not tell country. What multiple intensive, time even in and RISKY, frustration intensive factors do Real apply you one's when transferring these expenses to the Soviet Union today? ultimate success or failure of the Soviet comment on the this thesis has not been to The objective of Union. Rather, real estate joint ventures in it was provide the intended to prospective developer with an overview of the constraints and opportunities that encountered in might be developing real estate in the cities of Moscow and Leningrad. Problems with current real estate joint are ventures symptomatic of the larger economic and political issues faced by the Soviet Union. depression in the centralized economy Perestroika is Soviet economy. not a remedy to a minor Seventy years has resulted in inefficiencies sector that are now crippling the entire economy. of a in every There are many critics that tumultuous change, countries, will be Eastern block now ails the have already as we Soviet economy. of skepticism, authorities, that other seen in to what the only recourse against this background It is bordering on "doom repair and is beyond the country who believe some noted and gloom" by we must measure the relative successes of joint ventures to date. In the past, a way of joint ventures were primarily used as exporting Soviet products abroad and importing technology and commodities. Soviet oil and ventures have of hard the However, with decline in other exports over the last Due to of few years, joint an alternate source provided the Soviets with currency. the export the dire need for hard currency, the emphasis placed on joint ventures has changed from one of wanting and technology interest currency. in any joint The result imports/ venture the growing that will has been the emergence joints ventures structured to of exports foreign to a critical generate hard of real estate satisfy the hard currency base demand office, for hotel and residential property in the Soviet Union. While the rationale has political support, and reforms have been introduced, the economic infrastructure required to make real estate joint ventures function is not in place. Until further economic reforms are established, including the establishment of a free market system and convertibility of the rouble, real estate development projects will continue to be adhoc solutions in a declining market. proposed under Perestroika, partners to execute Two improved. the address lack framework within could techniques, and recent city governments that The months. involvement in benefits of the development a valuation the state has begun to local having process are being to the emerge in government offset by the central administration in the the continuing presence of approvals process. and of reflect the dissipation authority from and economic republics and lack joint Secondly, the system set up for executing joint ventures does not of political estate addressed internally by any joint impediments that cannot be real estate and mechanisms are severe lack of value pricing venture agreement. legal the such as appraisal of lack currency, convertible not real which Issues operate. level did of an. economic, fundamental institutional ventures Supreme Soviet the proposed at legislation First, offered. be can reasons primary not has ventures estate joint real local ability of overall the been that have changes of tremendous number the Despite There is indecision on the part of Soviet approval authorities and partners The climate confusion on for negotiation the part is of foreign fraught with uncertainty. There are countless difficulties 46 and risks associated with business conducting today. Union Soviet in the Some of these, such as the limited access to international telephones and the faxes, and a 3-5 his home country without a phone call to cannot make everyday a businessman in Leningrad For example, business difficult. machines make Xerox lack of day advance reservation, and even then the chances of getting remote. through are capability operating simple project a getting in tasks insurmountable bureaucratic endless and the a of operating and taxing of in aspects of The economy. centrally planned a maze involved inherent are registered to day day title search lack of like the Others time and everyday business money. become Nothing is easy. Developers evaluating potential risk lifetime of their likely to change in the these factors are project, need to assess which of develop short and long term term strategies for Above resolving these issues, and develop contingency plans. all they will need to develop patience. However, despite the difficulties in this thesis, real estate to work. process There will that have been highlighted joint ventures can be structured is supporting evidence for not be easy, and as this claim. previously The stated, perseverance, patience and luck will play a role. What are the short and long term outlooks for real estate In the short, 6-12 month joint ventures in the Soviet Union? term, significant improvement in the economic Fundamental change is in the situation can not be expected. witnessed change community rest the in in takes hold However, if some of the unknown. process, but the result is the of European Eastern Union, the Soviet to result for real significant changes and political we can expect estate joint venture opportunities in the next 3-5 years. At the moment, the development in good working develop relationships, to for expand develop a strategy for as they emerge. the approach to viable the Soviet Union projects opportunities only is to start remain flexible foreign into Soviet market, driven real estate small, develop and patient, look for markets, and but taking advantage of new opportunities APPENDIX A FLOW OF MONEY & MATERIALS SOVIET OF MINISTERS IALS $is BANK ACCOUNT STROICOMMITTEE $$ DESIGN 49 APPENDIX B CASE STUDIES PERESTROIKA JOINT VENTURE (PJV) joint venture in the City of Touted as the first real estate and renovation office three of occupancy full achieved completed has Venture Joint Perestroika the Moscow, buildings. By contrast to the many other joint venture "deals" that were conceived venture executed in the Soviet the result of a and was this Union, meeting in Washington joint D.C. between various Soviet and American business leaders in 1987. between Andre Stroyev, the (the Moscow City Paul Van Ward the General Director of Mosinzhstroi, responsible Council enterprize infrastructure construction was initiated the partnership that prompted The discussion for all within the city boundaries) and the Delphi Organization, a president of Washington based research organization. Stroyev's in interest equipment was matched acquiring by Van Ward's interest in the strategically established players in the development Moscow Hotel Association and to include process. Administration, technology and in executing a venture was The joint Soviet Union. joint venture the advanced several other key These partners included the Moscow Dialogue, a previously Architectural registered American/ servicing and selling in involved Venture Joint Soviet personal computers within the Soviet Union. Using statues, by-laws, venture joint Dialogue the and agreement format as a guide, the Perestroika JV documentation 6 months of the venture registered within was assembled and its conception. Within a rather than dissolve the would to a be sold principals. two between the surface issues began to few months irreconcilable internal that was decided partnership, that Delphi's interest third party. to the Stroyev returned new partner. and sought a United States It in 1989, By early the restructured Perestroika Joint Venture was operating with a new partner, The Worsham Group out of Atlanta. Each partner brings different he joint venture. magazine as the businessman is a Trump Union's Donald international by a German Stroyev characterized in Andre Soviet strengths and personalities to less standards much unqiue typical Soviet standards. "...His resume reads to beating socialist last decade he higher, like it should be published in a guide few years during the systems. Every has climbed the proverbial getting appointed to ladder higher and chairmanships of bigger bigger state-owned construction companies.... "124 and Earl co-chairman of Worsham, the able to negotiate the partnership, he was and percentage in is equally Group's contribution the Worsham When negotiating suited. this venture, 2.5 million to 1 million their equity contribution down from and their share of the partnership up from 20% to 40%. main the Although is to beginning international enter venture is also construction management other into and investment of the acquisition including activities, and development the the joint real estate management, involved in and estate, of real re-development is of PJV focus a construction management company. The partner, Soviet Contractor for all construction in a hires turn acts Mosinzhstroi, foreign as construction approvals as from In laborers, and supplies a Mosinzhstroi architectural design the Soviet partner site, provides skilled addition, to the all infrastructure as company securing pre-development well as commissioning the Soviet architects. provides local the responsibility for General The joint venture projects. subcontractor for the majority of construction. has assumed the such as materials concrete, cement, steel, gravel, sand, and lumber as available. Mosinzstroi is distinguished enterprises by organization. a cost it's from most state as classification a construction self financing This distinction requires the organization use accounting system whereby it is responsible for construction and The projects. has PJV the through expenses it's meeting by agreement between Mosinzhstroi the construction pay to structured been generated revenue enterprise for it's labor and materials in both hard currency (50%) and roubles (50%). and were space 8-10 months completed in of the were part original buildings Perestroika Union, sub-contractor construction is leases. does look not financed through These leases are to the to the in the Soviet construction financing. Rather the pre-payment of office construction for equity brought doing work companies construction three The each. Although an option with some venture by the Soviet partner. foreign Class A consist of to date, buildings developed The three generally ten year pre-paid leases with rents ranging from $600-800/ square meter/ year. unique ways of compensating it's The joint venture has found employee's, not the least of which training program This that was business improving management management to techniques, productivity. managers spent a organized by KPMG/ PJV program oriented has been the funding of a As budgeting part of month in the United management policies in practice. 25 the Peat Marwick. basic courses in processes, program, and Soviet States observing these AMSTROI JOINT VENTURE Despite what in business doing Soviet the interested in the after the both HUD in Washington and Office (USCO) Commercial US Commerce Department's became In years ago. several visit a tourist small is a in the Soviet potential of doing business process of doing research through the international the Union, Millpond International of Peggy Hughes community. uncertainties of the vast within Moscow, community particularly business Union to be would appear in Moscow she began to make contacts with other individuals that had been involved in real estate joint ventures. of contacts, she her put was in touch with Through one the Delphi Organization and in turn one of their staff Larry Kaufer. working on the Perestroika Joint Kaufer having just finished Venture negotiation was breaking off from Delphi to start his own consulting practice. a consultant, he established in Moscow in getting assisted her Hiring Kaufer as and provided access to numerous local and international contacts that were valuable to the emerging partnership. It was Millpond's local which Millpond partners, was Soviet partner she handled liaison, within these contacts, Nona through one of and provided Acting found. logistics, was able as a provided a to access translation Fedortseva that Moscow network potential Soviet services. After six months of looking for both the appropriate site/ building and a viable Moscow High for the This a joint venture that forming initially was would renovate a follow only during was It in Moscow. theater the group responsible Moscow, housing in of management to introduced Millpond was Rise Housing Authority. interested in movie partner, Soviet on meetings that the possibility of a renovation and addition to surfaced office building their ultimately became and the initial project of the Amstroi Joint Venture As the momentum several partnership took hold, and direction of the other players were made Dvorak of Otto partners. Steffian Bradley Associates was brought in for his design and and Larry Kaufer for development expertise his knowledge of executing business agreements in the Soviet Union. stages of the intimately involved in all partners have been All three strategy and negotiation of the project. One of first the determining that and was for the parcel. the were the Soviet partner Falling required under was the land lease arrangement This approval was separate and distinct from agreement and protocol, statue, also had rights to enter into a legally entitled to process development the steps in the of the auspices newly of the (Mossoviet), approval to outlease the design approvals formed Moscow joint City that venture. Council land and to enter into a joint venture was required of the city council. Adding to what is already a complex and lengthy procedure for 55 registration of City Council had joint ventures, the Moscow recently established a quasi state legal office, Mosinter, to assist both soviet and foreign parties in the negotiation and agreements. approval of joint venture reviews all joint venture documentation, understanding negotiates changes Finance for approval. and then the Ministry of the is that Although not agreements, the approve to entity empowered fee, Mosinter makes recommendations to the Mossoviet to the documents, and an For a recommendations unwritten made will more likely be approved. The Amstroi Partnership was one of the first joint ventures required to work through this new organization. have encountered some business conducting the frustrations of Soviet in the with a party blat and secondly how bureaucrat. through Mosinter the first with regard to the Of these, how to conduct business without primary challenges have been reverting to Union. As such they Despite to negotiate effectively these hurdles, working stage of approvals, the Protocol, was approved within two weeks. With the assistance of their own legal counsel, and in conjunction with Mosinter, the feasibility study, the statues and the agreement were drafted. lengthy and difficult negotiations, forwarded to MOSSOVIET for approval the Ministry of Finance. is anticipated in October Although the subject the agreements have been and will then go Registration of on to the joint venture 1990 and construction 56 of started in April 1991. Finance registration, the Request While awaiting Ministry of for Proposal has been issued to Austrian, Italian and Finnish building contractors that are experienced with working in the Soviet The Union. working the completing construction. executing responsible for will be firm selected, drawings, importing intends to Amstroi materials and to the look foreign construction firm for the construction financing. both Soviet and foreign respective currency. being covered by Moscow. to Although strengths are With local rouble committed to International is has begun the look Each tenants. their and building will be planned the office As currently rent real the system. pay in costs of operation revenue. Millpond holding strategy estate ventures small by some standards, in their patience and understanding of tenant will a long term at other leased to in the partnership' perseverance, and their They have been approached by several large American developers that are interested in real estate joint venture opportunities projects that might be appropriate. 57 and are looking for ROSINKA--A RESIDENTIAL COMMUNITY The units. groups of 44 of 528 units clustered in project will consist a be will project supporting self The Kremlin. the from kilometers 24 located community residential acre 82 an will be Rosinka 1988, in Begun complex consisting of a sports complex, retail shops and restaurants. of the founders As one but I am optimistic that structured for the Soviet market... the legal framework that there within the soviet Union will be opportunities is changing and that enable in the future in meeting the Soviets to assist foreign partners not been pointed, "this project has some of their residential construction needs." 26 Rosinka like many real estate of the development projects currently under development, is being marketed to the foreign business community Soviet Union. flooding into the that is In this particular project 80% of the units will be leased to hard currency. foreign firms for set aside for the lease term years 4, is 6 5 and 6 20% will be of foreign firms doing Soviet employees business in the Soviet Union The The remaining and will be leased for roubles. years and requires the of occupancy. at the time prepayment of In addition a letter of credit guaranteeing this payment is required at the time of leasing configurations year. the unit. and rents There are range four different from $45,000 unit to $82,000 a One of the first of it's kind, and the one that is closest to being executed, this residential joint venture was structured as and development marketing the partnership and the project. plots for the and roads infrastructure will build The and equipment from part of the As 60 acres will develop kitchen garden nearby into to their hard currency proceeds. the West with deal expertise intends to buy machinery collective farm the financing, partner bringing the American venture, with joint the to approvals building and land brings farm, a collective Soviet partner, The partnership. a 50-50 of other land Collective's use, adjacent for the town. periphery on the Located approval of required the (Oblast) as well as the both jurisdiction, Agricultural under their committee the Rosinka Regional City Council (Mossoviet). City Council the Moscow the City Council of the town Approvals were also required of having of Moscow, City of the surrounding two towns, the farm fell the collective (because KGB jurisdiction), the been granted by all and the defense department. Approvals have venture statues and agreement has Ministry of Finance for approval. positive 1990, due and a ground breaking to the political parties, and been forwarded to the Even though the outlook is is scheduled turmoil within the there have been times as recently the joint for September Soviet Union as six months ago when the Of particular concern were the project looked very tenuous. municipal was adamantly candidates other sectors had support from Despite the strong the site. involved in the development of party being a foreign opposed to mayorial of the One 1990. in March elections the project he been elected would have been derailed. The company construction The contract. turnkey a under Finnish a use to intends Venture Joint Rosinka conceptual drawings were prepared by an American firm and the construction materials first firm of building The A Finnish provide the working drawings, Although materials, Finnish construction developer's not the due existing to the out of pre-cast units will be constructed building code the concrete. will and construction. choice "feel". to have a New England units are designed firm will not be a partner in the venture and will not provide the construction However due to the strict guarantees provided by financing. time and fixed fee, Rosinka's the contractor regarding fixed relationship with them to contractor has enabled a Finnish secure a government guarantee from the Finnish Government for the $100,000,000 approached, partner that however, Several project. it is the opinion there is resistance the Soviet Union at this time. 60 lenders US of the to funding real were American estate in FILCO- A SOVIET/ FINISH JOINT VENTURE Leningrad, the FILCO partnership is a Located in the City of Haka This partner has access to Council of Leningrad (Lensoviet). city and buildings owned property lumber, steel with concrete, and contributes company Finish importing Haka the brings to which it Soviet construction The partnership. with the City turn has a joint venture FILCO partnership in The company, Lenstroi. construction Soviet and the construction company, large Finish between a joint venture finishing materials and sewage infrastructure. The each (50% interest a receiving land and receiving a between Agreements Lenstroi and Lenstroi) 60% FILCO and economic agreements regarding the use Lensoviet are based on of Haka and for interest. 40% with FILCO structured partnership is buildings (in other words a lease or rental payment for use) rather than a land lease. Although Finnish to the as involvement This contracts. Haka in construction business traditional a construction way not strangers construction contractors are has the construction venture was initiated by j oint to remain c ompetitive within the Soviet venture agreement was signed i n registered in 1989. their to been limited particular market Soviet Union, in the Union. tightening The joint 1988 and the partnership was is one of a The underlying strategy The disband but rather to needed profiled, this of City Leningrad. the other joint ventures that Additionally unlike several of have been the and concern that could to provide an ongoing as services provide one project to do not structured partnership was long term relationship. JV does for the develop projects Soviet market. Projects are that include the soviet factory, the board drawings the for housing units of construction on a renovation of a historic building in the city center, a hotel a factory for the production complex near the University and of slabs on grade. The projects are basically structured as follows: the housing units will be built authorized for purchase use for a by the housing to their employees. into a be renovated space, parking. retail The business in Leningrad. roubles/ square meter currency and 20% and provide the There will office and underground to foreign firms doing complex. be leased flats Office rents will range from 80-100 per year and will be paid in roubles. will building in the center will residential space will has been factory The partnership The mixed use space, land that the LenSoviet. units from the factory, on Payment for 80% in hard the residential units will be 50% in roubles and 50% in hard currency. Plans for the 300-400 rooms. building a hotel include It is anticipated that 75-80% of the revenue hard currency with 20-25% in will be in hotel with 5 star The joint roubles. venture is in the process of interviewing hotel operators and plans for the operator to assist with securing the financing. The deal will leave FILCO with a 10% interest, Lensoviet with a 20% interest and a 10% operator with interest, the the investors with a 40-60% interest in the property. The construction plant has been sited in and will bring in another partner. FILCO will both build the the product into well as integrate factory as a Leningrad suburb their future projects, Lensoviet will in effect contribute the land, and a third partner will deal. The plan the production bring the using the slabs is to amortise the costs of Soviet Union by within the equipment to to export eventually being able the technology abroad. An interesting guarantees that reflection of how have traditionally been required banks lending money required the risk is evaluated in the Soviet Union. guarantee of one of the are the by foreign Until 1989, banks following agencies: 27 Bank for Foreign Trade All Union Ministries All Union Government Insurance Local City Councils (Moscow, Leningrad, etc.) Soviet Aeroflot Shipping Company of 1990, the However, as been reduced list of acceptable guarantors has the All Union Ministries and to two agencies, the All Union Government Insurance (Ingostrab). The FILCO joint venture has avoided this constraint by taking advantage of the parent company, Haka. project financing. loans. It the problem financial standing strong And Finish The Finnish Bank Oko will be providing Haka will be the is the opinion risk but guarantor of these of the FILCO Soviet of securing financing perceived market of the partner that has not been an rather the political economic instability of the Soviet Union. issue of and overall (reference meeting with Alexander Vehnistrov General Manager FILCO). FOOTNOTES 1. Jerry F. Hough. "Perestroika Yes, Glasnost No" The International Economy. Jan/Feb 1989 2. Perestroika translates as reconstruction. The notion of Perestroika was created by Mikhail Gorbachev in 1985 primarily as a remedy to the growing stagnancy in the Soviet Economy 3. Interview with Vladimer Linov, Chief Architect at Lenniitag, (June 10, 1990) 4 . A. Agabegyan, Inside Perestroika. Row, 1989) p.88 (New York, Harper & 5. Interview with Jukka Suominen, Project Manager Astoria Hotel Leningrad. Yit Corporation (June 12, 1990) 6. G. D.Andrusz, Housing and Urban Development in the USSR. (Albany, New York, Suny Press 1984) p. 149 7 . Interview with Alexander Tobveen, Chief Architect at Lenproject (June 12, 1990) 8 . G. D. Andrusz, Housing and Urban Development in the USSR. p. 159 (Albany, New York, Suny Press 1984). 9. Ibid., p.g 160 10. Telephone interview with Chris Senie, The Rossinka Project (July 13, 1990) 11. Blat is the term used to define gifts, bribes, and incentives given as part of the process of getting something accomplished. 12. The Boston Globe, May 1990. 13. Joint Ventures in the USSR, International Chamber of Commerce, Doing Business in the USSR, American Management Association, Joint Ventures: Benefits for All. Soviet Publication 14. Mark S. Vecchio. Eye on the Goalposts" April 1990 "Soviet Joint Ventures: Keeping an International Financial Law Review. Coudert Brothers, Moscow. "Legal Issues in Real 15. Estate Transactions in Moscow" (June 1990) 16. Apparet is defined as the bureaucracy of central party members that have traditionally made decisions in the USSR. 65 17 A. Aganbegyan. Inside Perestroika. Harper & Row, 1989) pgs. 169-170 (New York, 18. American Management Association. Doing Business with the Soviet Union. (New York, AMA, 1988) p. 48 19. A. Aganbegyan. Inside Perestroika. & Row, 1989) p. 107 Interview with Dimitrij Podjapolskij. 20. (June 20, 1990) Moscow. (New York, Harper Architect in 21. Paul Lawrence and Vlachoutscios, Charalambos (Boston, Harvard Vlachoutscios. Behind the Factory Walls. Business School, 1990) Interview with Marshall Goldman. Professor of Russian 22. Studies, Harvard University. (July 16, 1990) 23. Jerry Hough. "Perestroika Yes, Glasnost No". International Economy. Jan/ Feb 1989 The 24. Moscow Magazine. June 1990 25. PR Newswire, New York. May 31, 1989 26. Telephone interview with Chris Senie. The Rosinka Project (July 13, 1990) 27. Interview with Alexander Vahnistrov. General Manager, Filco Joint Venture (June 15, 1990) BIBLIOGRAPHY BOOKS Aganbegyan, Abel, Inside Perestroika, 1989 New York: Harper & Row Doing Business with the American Management Association. Soviet Union. New York: American Management Association 1988 Andrusz, Gregory D. Housing & Urban Development in the USSR. Albany: State University of New York Press, 1984 Bubnov, Boris, Foreign Trade with the USSR A Manager's Guide to Recent Reforms. Oxford: Pergamon Press 1987 Eisen, Jonathan, ed. 1990 The Glasnost Reader. New York: Penquin Lawrence, Paul R. and Vlachoutsicos, Charalambos A. Behind Boston: Harvard Business School Press the Factory Walls. 1990 Savas, E.S. and Kaiser, J.A. York: Praeger Publishers 1985 Moscow's City Government. New Dreams. New Russian Broken Shipler, David. York: Penquin, 1989 Idols, Solemn Articles and Papers "Legal Issues in Real Coudert Bros. Moscow (June 1990) Estate Transactions in Goscomarchitecture. "Proposed Structure of the Report About USSR's Experience in Dealing with Housing Problem" (Undated Draft 1989) Goscomarchitecture. (Undated Draft 1989) Euromoney. 1988 "On Housing "Joint Ventures Strategies in Move Centre Stage". "Negotiating Joint Ventures Hober, Kaj. Union". International Financial Law Review. the USSR" September in the Soviet November 1988 Yes, Glasnost "Perestroika Hough, Jerry F. International Economy. January/ February 1989 No". The Lecat, Jean-Jacques and Desjobert, Tatiana. "Time to Buy a International new property laws". USSR adopts Dacha? Financial Law Review May 1990 67 Estonia: Can It Become the Soviet " Malmgren, Harald. Union's Hong Kong?" The International Economy. December 89/ January 90 "Perestroika: Reshaping Housing Policy in McKellar, James. the USSR." Prepared for the Third International Shelter Conference in Washington, D.C., (April 26, 1990). Jeff. Sallot, Disappointing". "Soviet-Western The Boston Globe. Prove Ventures Joint May 1990 "Joint Ventures in the USSR: Soviet and Sherr, Alan B. Considerations for Negotiations" Western Interests with Columbia Journal of World Business. Summer 1988 "Soviet Joint Ventures: Keeping an Eye on Vecchio, Mark S. the Goalposts" International Financial Law Review April 1990 Vlachoutsikos, Charalambos. "How Small to Mid Sized U.S. Firms Can Profit from Perestroika" California Management Review. Spring 1989 Warson, Albert. "Canadian Developers in the USSR" Investment Properties International July/ August 1990 TRANSCRIPTS The Soviet Case, Presented at the Third International Shelter Conference, Washington, D.C., (April 26, 1990) "Inside Gorbachev's USSR". Hedrick. Smith, (Aired April 30, May 7, May 14, May 21, 1990) WGBH Boston, INTERVIEWS Antonov, Valerie. Deputy Managing Director at the Institute (Lenniitag), (June of Architectural and Urbanistic Theory. 13, 1990 and June 14, 1990) Leningrad Albert. Baranov, Sociologist, (June 9, 1990) City Council Member Research Director at Lenniitag, Berezin, Michael. 1990 and June 12, 1990) and (June 6, Dvorak, Otakar. Principal, Steffian Bradley Associates Inc. (American Partner, Amstroi Joint Venture) (June 22, 1990 and June 23, 1990) Russian Marshall. Goldman, University (July 16, 1990) Expert/ Professor Harvard Krivov, A.S. Deputy Chairman of the State Committee (April Architecture and Planning (Goscomarhitecture), 1990 at the Massachusetts Institute of Technology) for 23, Executive Vice President The Worsham Group Leblanc, Alan. Joint Venture). the Perestroika Partner of (American 1990) 5, (July Interview Telephone Head of the Leningrad Leonidovich, Vitrenko. Planning Commission, (June 13, 1990) City Council Linov, Vladimer. Chief Architect at Lenniitag, (June 6, 1990 and June 10, 1990) Maslennikov, Nikita. Director of Lenniitag, (May 2, 1990 at the Massachusetts Institute of Technology and June 20, 1990) Nazarov, Valentin. 15, 1990) Deputy Boris. Nikolilaschenko, (June 13, 1990) Leningrad. Podjapolskij, Dmitrij. Reuther, John. (June 22, 1990) Leningrad (June Genplan in Direct or of Chief Architect, Moscow. of in Genplan (June 20, 1990) General Director, Perestroika Joint Venture Senie, Christopher. Lawyer/ Partner Rossinka Joint Venture. Telephone interview (July 13, 1990) Suominen, 12, 1990) Jukka. Tovbeen, Alexander. 1990) Project Manager, Yit Chief Architect Vahnistrov, Alexander. (June 15, 1990) General 69 Corporation. (June at Lenproject (June 12, Manager, Filco Joint Venture