ОРГАНИЗАЦИОННЫЕ ФОРМЫ МЕЖДУНАРОДНЫХ БИЗНЕСОПЕРАЦИЙ ОСНОВЫ МЕНЕДЖМЕНТА Vitally I. CHERENKOV, Grand PhD, Chartered Prof., Marketing Department cherenkov@gsom.spbu.ru Classification/Applicability of International Operations Entry Modes vs International Operations Unified classification of Entry Modes “Product” Group “Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Summary Entry Modes vs International Operations Entry Modes vs International Operations The market strategy of the The size of the market firm The growth of the market The willingness of the firm The potential market share to get involved of the exporter The type of product The characteristics of the country considered The time horizon considered * Marketing Exchange Marketing is the process of planning and executing the conception, pricing, promotion, and distribution (4 Ps) of ideas, goods and services to create exchanges (with customers) that satisfy individual [VALUE] and organizational [COST] objectives. • Satisfying customer needs (creating utility) through the exchange process profitable for a Seller. • Cost for Seller • Value for Buyer Vitally I. Cherenkov * The complete form of this process [applied to the our case = “marketing exchange”] is therefore. M − C − M’, where M’ = M + ∆M, i.e., the original sum advanced plus an increment. Die vollständige Form dieses Prozesses ist daher G−W −G‘, wo G‘ = G+∆G, d.h. gleich der ursprünglich vorgeschossenen Geldsumme plus einem Inkrement. *Marx, C. Capital: A Critique of Political Economy, Volume I Vitally I. Cherenkov http://content.csbs.utah.edu/~ehrbar/cap1.pdf Dimensions of Internationalisation & International Operations (by Wealch) HOW goods, services, systems, know-how WHAT (sales objects) Structure export department, international division.. Finance exporting, licensing, franchising, foreign direct investment.. psychic distance WHERE (markets) Personnel international skills, experience, training.. * Global Strategy/ International Management International Marketing Lex Mercatoria [International Trade] International business operations International Logistics *modified by the lecturer International Finance * Renting Contractual Modes Money – Product Cost - Value Exporting •Franchising •Indirect •Licensing •Direct •Subcontracting agent/distribu •Management tor contracts •Own •Project operations sales office/ •Alliances subsidiary Subsidiary Modes •Minority share (JV?) •50/50 (alliance?) •Majority share •100% owned -part assembly/ service full manuf./service *METHOD *A means or manner of procedure, especially a regular and systematic way of accomplishing something. *Orderly arrangement of parts or steps to accomplish an end. Vitally I. Cherenkov *FORM *The essential nature of a thing as distinguished from its matter. *Manner or style of performing or accomplishing according to recognized standards of technique. *METHOD *Orderly arrangement of parts or steps to accomplish an end. *Criterion - a distinct way for the marketing exchange (cost value) * *FORM *Manner or style of performing or accomplishing according to recognized standards of technique. *Criterion – subject of an exchange and/or contract terms Vitally I. Cherenkov INDIRECT EXPORTING Exports that are not handled directly by the manufacturer or producer but through an export agent or freight forwarder or other middleman. Export management companies [direct exporting] A company based in a home country that serves as the export department for several manufacturers, soliciting and transacting export business on behalf of its clients taking title to the goods and assuming all the risks associated with doing business in other countries. Piggybacking A foreign distribution operation where your products are sold along with those of another manufacturer when the both parties have related or complementary but noncompetitive products. COOPERATIVE EXPORTING Government-sanctioned co-ops of companies with similar products who seek to export and gain greater foreign market share. DIRECT EXPORTING A business activity occurring between an exporter and an importer without the intervention of a third party OWN OR INTRA- If the exporter has is own production/sales unit abroad there is no Vitally I. Cherenkov “foreign” middleman – factually, a sale-purchase transaction is to CORPORATIVE EXPORTING be effectuated due to crossing border purposes. COUNTERTRADING International trade in which goods are exchanged for other goods, rather than for hard currency. INSTITUTIONALCOMPETITIVE TRADING International trade activities based on a specific historically formed competitive quotation and quality check arrangements and realized through special institutions (such as commodity exchanges, auctions, tender committees). E-COMMERCE WTO: The General Council defined “electronic commerce” (ecommerce) as “the production, distribution, marketing, sale or delivery of goods and services by electronic means.” Vitally I. Cherenkov IMPORTING To bring or carry in from an outside source, especially to bring in (goods or materials) from a foreign country for trade/sale or to be processed. RE-IMPORTING An international trade arrangement to import non-sold or defected items back into the country of exportation. EXPORTING A function of international trade whereby goods produced in one country are shipped to another country for future sale/ trade or to be processed. RE-EXPORTING An international trade arrangement to export foreign goods in the same state as previously imported, from the free circulation area, premises for inward processing or industrial free zones, directly to the rest of the world and from premises for customs warehousing or commercial free zones, to the rest of the world. Non-sold items – forced re-export Searching for more margin – speculative re-export When items are installed into a more complex device to be exported – technological re-export BUILT-IN Vitally I. Cherenkov As a part of overseas assembling, franchising contract, licensing, EXPORTING wet leasing, etc. LICENSING The granting of permission to use intellectual property rights, such as trademarks, patents, or technology, under defined conditions. FRANCHISING A long-term cooperative relationship between two entities that is based on an agreement granting the franchisee the right to use a developed concept, including trademarks and brand names, production, service and marketing methods and the entire business operation model, for a fee. OVERSEAS CONTRACT MANUFACTURING This entails engaging the services of an overseas firm to manufacture all or part of your product under contract, to your specifications. Your relationship with the manufacturer is essentially customer and supplier. In many cases, you might supply a mold or detailed manufacturing specifications, but you’ll need to take care to protect your intellectual property (IP) and rights from exploitation. Vitally I. Cherenkov CONTRACTUAL JOINT VENTURING An agreement, possessing the legal characteristics of a partnership, between two or more parties who join forces to achieve some specific, short-term goal, such as the design and construction of a project EQUITY JOINT VENTURING A company created by other companies, with each owning a proportion of the shares. OVERSEAS / FOREIGN SUBSIDIARY A company whose voting stock is more than 50% controlled by another company, usually referred to as the parent company or holding company. A subsidiary is a company that is partly or completely owned by another company that holds a controlling interest in the subsidiary company. If a parent company owns a foreign subsidiary, the company under which the subsidiary is incorporated must follow the laws of the country where the subsidiary operates, and the parent company still carries the foreign subsidiary's financials on its books (consolidated financial statements). For the purposes of liability, taxation and regulation, subsidiaries are distinct legal entities. A subsidiary company that is located in a different country from the parent company. Vitally I. Cherenkov OVERSEAS An affiliate under control abroad is an enterprise controlled / directly or indirectly by a parent company which is controlled FOREIGN AFFILIATE by residents of the investor country. OPERATING LEASE A contract that allows for the use of an asset, but does not convey rights of ownership of the asset. An operating lease is not capitalized; it is accounted for as a rental expense in what is known as "off balance sheet financing." FINANCIAL LEASE A long-term lease in which the lessee must record the leased item as an asset on his/her balance sheet and record the present value of the lease payments as debt. Additionally, the lessor must record the lease as a sale on his/her own balance sheet. A capital lease may last for several years and is not callable. It is treated as a sale for tax purposes. MANAGEMENT CONTRACT Agreement between investors or owners of a project, and a management company hired for coordinating and overseeing a contract. It spells out the conditions and duration of the agreement, and the method of computing management fees. Vitally I. Cherenkov Entry Modes vs International Operations Socio-Cultural Political-Law Economic Sections of Marketing Macro Environment ENDOGENOUS FACTORS EXOGENOUS FACTORS Subjective management factors Decision Making Choosing Entry Mode ENDOGENOUS FACTORS Material resources Financial resources Intellectual resources Entry Modes vs International Operations ENTRY STRATEGY FACTORS – 1/3 THE SIZE OF THE MARKET While there is no easy rule, the method of entry is different for a market in which combined sales amount to €10,000,000 (U.S. $14,159,000 – MAY22, 2011 exchange rate) per year and a market that exhibits sales in billions of euros. THE GROWTH OF THE MARKET A stable market, growing at a moderate rate, will call for a different entry strategy than one in which there is a substantial potential for growth. THE POTENTIAL MARKET SHARE OF THE EXPORTER A market in which the exporter can become a major player will call for a different strategy than one in which the exporter has no chance to be much more than a niche player. THE TYPE OF PRODUCT Products with technology and a need for after-sale service and parts will require a different entry strategy than a disposable consumer good. Entry Modes vs International Operations ENTRY STRATEGY FACTORS – 2/3 THE MARKETING STRATEGY OF THE FIRM Although self-evident, a firm whose strategy is to provide a top-of-the-line product will have a different entry strategy than a firm that has chosen to be the lowest cost provider. THE CHARACTERISTICS OF THE COUNTRY CONSIDERED The level of development, the infrastructure of the country, the business sophistication of potential trade partners, the overall climate under which business is conducted, the culture of the market, and the culture of customers should all be considered in the decision of an entry strategy. THE TIME HORIZON CONSIDERED Products that have a short life cycle, or products that are likely to generate a lot of “me-too” competitors, demand a different entry strategy than products that are patent protected or are likely to have a long life cycle or engender a long line of complementary products. PRODUCTS OLD SIMILAR NEW Entry Modes vs International Operations Strategic Alliances [CA] Mergers & Acquisitions [IDI] [A] Mergers & Acquisitions [IDI] [A] Importing Strategic Alliances [CA] Mergers & Acquisitions [IDI] [A] Exporting [E] Strategic Alliances [CA] SIMILAR NEW DOMESTIC OPERATIO NSS OLD MARKETS “Product-Market” Matrix – A Strategic Analysis Tool Entry Modes vs International Operations The Control versus Risk for Entry Modes High FDI Strategic Alliances RISK Risk Licensing Direct Export Indirect Low Export Low Control Vitally I. Cherenkov CONTROL High Entry Modes vs International Operations Marketing Presence SL Strategic Decisions Level – (SL) OL Operative Decisions Level – (OL) TL Production Production Finance R&D R&D Finance Tactical Decisions Level – (TL) Personal Personnel International Marketing Management Information System Decision Levels Managerial Functions Vitally I. Cherenkov 3D-MODEL OF MANAGEMENT IN INTERNATIONAL COMPANY PRODUCTS OLD SIMILAR NEW Entry Modes vs International Operations Strategic Alliances [CA] Mergers & Acquisitions [IDI] [A] Mergers & Acquisitions [IDI] [A] Importing Strategic Alliances [CA] Mergers & Acquisitions [IDI] [A] Exporting [E] Strategic Alliances [CA] SIMILAR NEW DOMESTIC OPERATIO NSS OLD MARKETS “Product-Market” Matrix – A Strategic Analysis Tool Entry Modes vs International Operations ► ◄ ► ENVIRONMENTAL CONTEXT Mission of Organization ●Purpose ●Means ●Values ●Directives ▼ ▼ Strategic Strategic Objectives Plans Operative ► Objectives & ► Plans Defined by Long-term Long-term: top contractual Organization management relations Scale INTERNATIONAL OPERATIONS MANAGEMENT ▼ ▼ ◄ ► ◄ Tactical Objectives ► Defined by middle management ▼ Operational Objectives Defined by bottom management Vitally I. Cherenkov ► Short-term contractual relations Production Management ◄ ◄ ► ▼ ▼ Tactical Plans ► ► Mid-term: Division Scale ▼ Operational Plans Short-term: Shop Scale ◄ ► ► Modes of Entering Foreign Markets Entry Modes vs International Operations Unified Classification of Entry Modes “Product Exporting/Importing” Group “Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Summary Unified Classification of Entry Modes STEP-BY-STEP INTERNATIONALIZATION haphazard ExIm transactions Exporting/importing on a more systematic basis Indirect exporting through foreign agent or a distributor entering a joint venture with a foreign partner any sort of and depth of involvement into FDI. The main category of International Logistics is the purposeful, unrestrained, welltimed and full-scale, fast (ASAP), and safe cross-border movement of escalating value. Unified Classification of Entry Modes ENTRY MODE REASONS TO SWITCH THE ENTRY MODE Socio-cultural Political-Law Economic EXPORTING Problems with local marketing agents Trade barriers (tariff & nontariff) High transport costs Long distance LICENSING FRANCHISING Lack of recipient's technological culture Intellectual property cloning / piracy in favor of third parties Cultivating competitors ASSEMBLING ALLIANCING Cross-cultural disputes Law disagreement Lack of control over technology OWN SUBSIDIARY Cross-cultural disputes Hostile actions of government agencies High costs and risks Local xenophobia Unified Classification of Entry Modes METHODS PRODUCT EXIM FORMS DIRECT OWN COOPERATIVE INDIRECT A D C COUNTERTRADING INSTITUTIONALLYCOMPETITIVE IMPORTING EXPORTING RE-IMPORTING RE-REXPORTING OVERSEAS ASSEMBLING KNOWLEDGE TRANSFER LICENSING FRANCHISING OVERSEAS MANUFACTURING CONSULTING ENGENEERING RENT FOREIGN DIRECT INVESTMENTS TURNKEY CONTRACT CONTRACTUAL JOINT VENTURING EQUITY JOINT VENTURING SUBSIDIARY AFFILIATE OPERATIVE LEASING FINANCIAL LEASING MANAGEMENT Entry Modes: “Form – Method” Compartibility ELECTRONIC Modes of Entering Foreign Markets Entry Modes vs International Operations Classification of Entry Modes “Product Exporting/Importing” Group “Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Summary “Product Exporting/Importing” Group HOME COUNTRY HOST COUNTRY IMPORTING Importer Exporter DIRECT EXPORTING Exporter Importer INDIRECT EXPORTING Exporter Importer RE-IMPORTING Importer Exporter GOODS, SEMIPRODUCTS, PARTS, ASSEMBLIES INTELLECTUAL PROPERTY SERVICES REVERSE LOGISTICS RE-REXPORTING Exporter Importer OVERSEAS ASSEMBLING Exporter Importer TERM DEFINITION Direct Export Manufacturing firm takes care of exporting activities and is in direct contact with the first middleman in the target country. Indirect export Selling goods to foreign buyers through intermediaries such as export agents, export merchants or buying houses. Re-export Export (imported goods), typically after further processing or manufacture Re-import Importation into a Customs territory of goods previously exported from that territory “Product Exporting/Importing” Group Direct Export Middleman #1 Exporter Consumer Middleman #1 DIRECT EXPORT Vitally I. Cherenkov Direct Export “Product Exporting/Importing” Group DIRECT EXPORT • The exporting firm should possess enough knowledge about exporting routines, techniques and practices in order to be able to start its export activities. • In this sense indirect exporting may offer, if properly utilized, a useful learning process for the subsequent move towards more independent exporting; • The firm should have a workable language ability for the target country markets, both spoken and written; • The firm should have its own export personnel who are willing and capable of taking care of export sales and marketing planning and implementation, both at home and abroad; • If the objectives set for exporting are ambitious ones the firm should have an export manager who is also able to take care of strategic planning for exporting and who is able to develop a workable information system for that purpose and integrate/coordinate export planning as a part of the total planning of the firm; • Export activities should be continuous, not just an emergency valve during overproduction, or when there is free capacity during domestic lack/depression; • Exporting should have the full backing of the top management. “Product Exporting/Importing” Group transfer affiliate /branch OWN EXPORT Vitally I. Cherenkov pricing Own Export “Product Exporting/Importing” Group Manufacturer #1 Middleman #1 Consumer Manufacturer #2 Manufacturer #3 [Exporter] COOP EXPORT Vitally I. Cherenkov INDIRECT EXPORT exists when the manufacturing firm is not taking direct care of exporting activities Instead, another company (Middleman #3), located in the home market, undertakes them for the manufacturing firm “Product Exporting/Importing” Group PIGGYBACKING The assigning of export marketing and distribution functions by one manufacturer/exporter to another (usually more expertise and equipped in exporting). € %€ SME’s offering BIG EXPERTISED COMPANY with many PRODUCT LINES COOP EXPORT Vitally I. Cherenkov WORLD MARKET “Product Exporting/Importing” Group Vitally I. Cherenkov Direct Exporting - 1 Advantages Your potential profits are greater because you are eliminating intermediaries. You have a greater degree of control over all aspects of the transaction. You know who your customers are. Your customers know who you are and feel more secure in doing business with you. Disadvantages It takes more time, energy and money than you may be able to afford. It requires more "people power" to cultivate a customer base. Servicing the business will demand more responsibility from every level of your organization. You are held accountable for whatever happens. There is no buffer zone. Direct Exporting - 2 Advantages Disadvantages Your business trips are much more efficient and effective because you can meet directly with the customer responsible for selling your product. You may not be able to respond to customer communications as quickly as a local agent can. You know whom to contact if something isn't working. You have to handle all the logistics of the transaction. Your customers provide faster and more direct feedback on your product and its performance in the marketplace. If you have a technological product, you must be prepared to respond to technical questions, and to provide onsite start-up training and ongoing support services. Direct Exporting - 3 Advantages You get slightly better protection for your trademarks, patents and copyrights. You present yourself as fully committed and engaged in the export process. You develop a better understanding of the marketplace. As your business develops in the foreign market, you have greater flexibility to improve or redirect your marketing efforts. Disadvantages “Product Exporting/Importing” Group Middleman #1 Indirect Export Manufacturer Middleman #1 INDIRECT EXPORT Vitally I. Cherenkov Consumer INDIRECT EXPORT exists when the manufacturing firm is not taking direct care of exporting activities Instead, another company (Middleman #1), located in the home market, undertakes them for the manufacturing firm “Product Exporting/Importing” Group MAJOR TYPES OF TRADING COMPANIES AND THEIR COUNTRIES OF ORIGIN Type Rationale for Grouping Some Examples by Country of Origin General trading companies Historical involvement in generalized imports/exports Mitsui (Japan) East Asiatic (Denmark) SCOA (France) Jardine Matheson (Hong Kong) Export trading Specific mission to promote growth of exporters Daewoo (Korea) companies Interbras (Brazil) Sears World Trade (US) Federated export Loose collaboration among exporting companies Fedec (UK) marketing groups supervised by a third party, usually marketSBI Group (Norway) specific IEB Project Group (Morocco) Trading arms of MNCs Specific international trading General Motors (US) operations in parent company Volvo (Sweden) operations Bank based or affiliated A bank at the center of a group Mitsubishi (Japan), trading groups extends commercial activities Cobec (Brazil) Commodity trading companies Long-standing export trading in a specific market Metallgesellschaft (Germany) Louis Dreyfus (France) INDIRECT EXPORT “Product Exporting/Importing” Group – Reverse Logistics RE-EXPORT RE-IMPORT Forced Technological Speculative Melamine-tainted milk powder From Vietnam Cooper Ribbons From China REVERSE LOGISTIS Vitally I. Cherenkov Non-sold items Defected items ПАЗ + MAN “Product Exporting/Importing” Group – Reverse Logistics REVERSE LOGISTICS studies the material flow that goes from the end consumer to the original logistics process to a new point of consumption or refurbishment. Examples of REVERSE LOGISTICS processes are the collection of empty bottles, the return of merchandise and the recovery and/or recycling of materials. REVERSE or BACKWARD LOGISTIS Vitally I. Cherenkov “Product Exporting/Importing” Group – International Middlemen When the focal company uses middlemen on the basis of payments against their contribution to the company in selling its items, this company is following the Indirect method of entry using Distributor middlemen, Consignee middlemen, and Agent middlemen. TRADE MIDDLEMEN IN INTERNATIONAL LOGISTICS Vitally I. Cherenkov “Product Exporting/Importing” Group – International Agency MARKET ExporterPrincipal PAYMENT DELIVERY BuyerImporter +% Agent +% Agent Agency Agreement “Product Exporting/Importing” Group – International Agency A legal contract creating a fiduciary relationship whereby the first party ("the Principal") agrees that the actions of a second party ("the Agent") binds the principal to later agreements made by the agent as if the principal had himself personally made the later agreements. INTERNATIONAL AGENCY AGREEMENT Vitally I. Cherenkov “Product Exporting/Importing” Group – International Distributorship MARKET PAYMENT ExporterVendor M = P O - PI Distributor Importer DELIVERY Distributorship Agreement “Product Exporting/Importing” Group – International Distributorship A restricted right to essentially be a wholesaler of a particular company's products, usually in an exclusive and/or restricted territory. A classic example is a liquor distributorship or a car dealership. Distributorships always have to do with sale of goods and may be wholesale or retail, though there are probably more distributorships in the wholesale arena than retail. INTERNATIONAL DISTRIBUTORSHIP AGREEMENT Vitally I. Cherenkov “Product Exporting/Importing” Group – International Consignment MARKET PAYMENTS ExporterConsignor M = P O - PI BuyerConsignee DELIVERY Non-Sold Products Consignment Agreement % “Product Exporting/Importing” Group – International Consignment A contract where the owner of goods turns them over to a seller (such as a store) who will attempt to sell the goods. If the seller sells the goods, the seller and the owner of the goods share in the sales price (net of taxes). E.g., a maker of sweaters may "consign" goods to a local clothing store. If the clothing store sells a sweater, the seller could receive e.g. 35% of the sales price and the owner would be entitled to the remaining proceeds. It allows the store owner to avoid inventory risk, as the store owner has not committed funds to purchasing the goods. INTERNATIONAL CONSIGNMENT AGREEMENT Vitally I. Cherenkov “Product Exporting/Importing” Group – International Middlemen MAIN FEATURES OF “PURE” MIDDLEMEN Type of Middleman Agent Distributor Consignor (R) Consignor (N-R) I H O Compensation K% PO - PI K% PO - PI I - product information/samples H - product handling/selling O - product ownership Using Middlemen - 1 Advantages Disadvantages It's an almost risk-free way to begin. It demands minimal involvement in the export process. It allows you to continue to concentrate on your domestic business. Your profits are lower. You have limited liability for product marketing problems -there's always someone else to point the finger at! When you visit, you are a step removed from the actual transaction. You feel out of the loop. You lose control over your foreign sales. You very rarely know who your customers are, and thus lose the opportunity to tailor your offerings to their evolving needs. Using Middlemen - 2 Advantages You learn as you go about international marketing. Depending on the type of middleman with which you are dealing, you don't have to concern yourself with shipment and other logistics. You can field-test your products for export potential. In some instances, your local agent can field technical Disadvantages The intermediary might also be offering products similar to yours, including directly competitive products, to the same customers instead of providing exclusive representation. Your long-term outlook and goals for your export program can change rapidly, and if you've put your product in someone else's hands, it's hard to redirect your efforts “Product Exporting/Importing” Group - Countetrading Debt risks: Non-payment by the buyer; an embargo on exchange transfer; non-honoring by the guarantor. Trade risks: Non-delivery by the supplier; failure to process, toll or refine. Government risks: Import or export embargoes; cancellation of licenses; termination through Force Majeure. Unfair calling of guarantees. Confiscation: Although this has a different insurance market, with more capacity available. Risks in confiscation include transit, storage (warehouse or quayside), and tolling. Riots, strikes and civil commotion. War on land “Product Exporting/Importing” Group - Countetrading Does the transaction reciprocal involve commitments ? (other than cash payments) YES NO COUNTERTRADE STRAIGHT SALES (CASH OR CREDIT) Does the transaction involve the use of money? YES NO COUNTERPURCHASE, BUYBACK OR OFFSET Reciprocal commitment limited to purchase of goods? Does the transaction extend over long time periods and involve a basket of goods? YES NO BUY BACK AND COUNTERPURCHASE BUYBACK YES NO CLEARING ARRANGEMENTS Are the goods taken back by the exporter the resultant output of the equipment sold? YES BARTER-TYPE НЕТ Are third parties involved? YES COUNTERPURCHASE SWITCH OFFSETS НЕТ CLEARING SIMPLE BARTER Countertrading Advantages Disadvantages Allows entry into difficult markets No “in house” use of goods offered by customers Increases company sales Time consuming and complex negotiations Overcomes currency controls & Uncertainty – multidimensional! exchange problems Overcomes credit difficulties Increase transaction costs Allows fuller use of production capacity Difficult to resell goods not acceptable for “in house” use Allows disposal of declining products Getting businesses in which firm may have no knowledge Provides new sources of attractive inputs Risky if low-liquid commodities are involved Classification/Applicability of International Operations Entry Modes vs International Operations Classification of Entry Modes “Product Exporting/Importing” Group “International Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Sophisticated Entry Modes and Their Dynamics “International Knowledge Transfer” Group GOODS, HOME COUNTRY HOST COUNTRY SEMIPRODUCTS, PARTS, ASSEMBLIES LICENSING Licensor Licensee FRANCHISING Franchisor Franchisee OVERSEAS MANUFACTURING Principal Manufacturer CONSULTING ENGINEERING Engineer Customer TURNKEY CONTRACT Contractee Contractor INTELLECTUAL PROPERTY BRAND SERVICES “International Knowledge Transfer” Group - Licensing LICENSING - contractual agreement whereby the licensor transfers to a licensee the right to use a proprietary asset for a fee. ASSETS TRANSFERRED: Process know-how or technology Trademarks and Tradenames Patents Designs Intellectual property Advantages for Licensor Disadvantages for Licensor Requires min market knowledge Can be put in place fairly quickly Requires relatively little investment The need for local market research is reduced The licensee may support the product strongly in the new market Can lose control over the core competitive advantage of the firm. The licensee can become a new competitor to the firm. “International Knowledge Transfer” Group - Licensing LICENSING – MINI-GLOSSARY LICENSING • The process of leasing a legally protected (trademarked or copyrighted) intellectual property. • An intellectual property can be a name, likeness, logo, graphic, design, slogan, signature, character, or a combination of several of these elements, in conjunction with a product or a product line. • An intellectual property can also be licensed for many non-product purposes, such as for a promotion or a service. LICENSOR • The owner of the Intellectual Property. LICENSEE • The company/entity who acquires the contractual rights to license the Intellectual Property. “International Knowledge Transfer” Group - Licensing LICENSING – MINI-GLOSSARY LICENSING CONTRACT • An agreement between the licensor and licensee granting legal permission for the licensee to use the licensor’s Intellectual Property. • The document includes specific terms and conditions, such as scope of rights, territory, length of term, and financial remuneration to the licensor. SUBJECTS OF INTELLECTUAL PROPERTY: PATENTS, TRADEMARKS, COPYRIGHTS OR TRADE SECRETS PATENT a property right granted by Government/Convention to an inventor to exclude others from making, using, offering for sale, or selling the invention throughout “(multi)national territory” or importing the invention into the said “(multi)national territory” for a limited time in exchange for public disclosure of the invention when the patent is granted. TRADEMARK protect words, names, symbols, sounds, or colors that distinguish goods and services. Trademarks, unlike patents, can be renewed forever as long as they are being used in business. “International Knowledge Transfer” Group - Licensing LICENSING – MINI-GLOSSARY SUBJECTS OF INTELLECTUAL PROPERTY: COPYRIGHTS protect works of authorship, such as writings, music, and works of art that have been tangibly expressed. (in USA the copyrights lasts for the life of the author plus 70 years. TRADE SECRETS information that companies keep secret to give them an advantage over their competitors. INTELLECTUAL PROPERTY INDUSTRIAL PROPERTY includes inventions (patents), trademarks, industrial designs, and geographic indications of source; and COPYRIGHT includes literary and artistic works such as novels, poems and plays, films, musical works, artistic works such as drawings, paintings, photographs and sculptures, and architectural designs. Rights related to copyright include those of performing artists in their performances, producers of phonograms in their recordings, and those of broadcasters in their radio and television programs “International Knowledge Transfer” Group - Licensing LICENSING – MINI-GLOSSARY GEOGRAPHICAL INDICATION OF SOURCE A sign used on goods that has a specific geographical origin and possesses qualities or a reputation that are due to that place of origin, e.g. "Roquefort" for cheese produced in France. INDUSTRIAL DESIGN • Is the field that designs physical artifacts such as consumer electronics (TVs, VCRs, stereos), toys, computers, and appliances. • Is focused on the physical form and interactive properties as opposed to the electronic functioning of the system. • In computer design, in addition to a concern for appearance and ergonomic form, industrial designers are concerned with such things as how the computer is manufactured and assembled, how heat is dissipated, how robust the system is during transportation, and how much space it takes up. ROYALTY The basic component of financial remuneration paid by the licensee to the licensor, ranging anywhere from 3% to 15% (depending upon the product category) of the licensee’s sales of the licensed products. In addition, a guaranteed minimum royalty, or guarantee is typically required, payable to the licensor irrespective of whether the license results in sales. A percentage of the guarantee is normally paid as an advance upon execution of the contract. “International Knowledge Transfer” Group - Licensing CHECK-LIST FOR LICENSING CONTRACT - 1 How many patents, processes, or trademarks will be used? How will technical assistance be rendered? Which products are included in the agreement, and to what extent? What territory is to be covered by the license? How should the licensee be compensated? The currency in which payments will be made to the licensor What happens if compensation cannot be paid by the licensee? If sublicensing is permitted, how should it be carried out? Geographical limitations on the marketing of the licensed product or service What are the provisions as to duration of the agreement and its cancellation? What rights does the licensor have in developments by the licensee? “International Knowledge Transfer” Group - Licensing CHECK-LIST FOR LICENSING CONTRACT - 2 What visitation and inspection privileges are held by the licensor? Can the parent company inspect accounts? What provisions are there for satisfactory promotional/sales performance and adequate quality control? What home and host government approvals are required? What tax factors are involved? How will disputes be settled? LUMP SUM An amount of money that is paid in one single payment, not in several small amounts “International Knowledge Transfer” Group - Licensing Extra Market for Licensed Items Intellectual Property Transfer LICENSOR International Licensing Agreement Cross-licensing Payments: Royalty/Lump Sum LICENSEE International Licensing - 1 Advantages Licenser ‘s Disadvantages A licenser could use licensing to It’s stringently restricts a finance their global efforts licensors future operations [licensee has to buy from its the licensor simply cannot start licensor equipment / selling directly in that specified ingredients] market There is less business risk involved when wanting to expand globally for licensors than any of the other entry modes It can decrease the potential that the licensors product or service will be offered in the nation’s black market. Licensing may substantially decreased the international consistency of the licensors product in terms of product quality, in which could damage the licensors public image ande devaluate its brand in a foreign nation. International Licensing - 2 Advantages Licenser ‘s Disadvantages It could lead to loosing fundamental and crucial knowledge of the business to any potential future competition and its competitive advantage. When the licensing arrangement becomes expired, the licensor may encounter that the licensee has the ability to produce as well market and sell better alterations of a product. “International Knowledge Transfer” Group - Franchising Franchising - the practice of using another firm's successful business model. ASSETS TRANSFERRED: Franchisor’s trade names, Trademarks (as brands), Business models, and/or Know-how Advantages for Franchisee brand name value proven business system available Franchisor’s support system availability of raw materials and equipment for a much lower price advertising economies Disadvantages for Franchisee inadequate franchisee legal representation. strict franchisor control. franchisee’s subordination franchisee’s lack of confidence “International Knowledge Transfer” Group - Franchising THE MOST IMPORTANT IMPEDIMENTS TO INTERNATIONAL FRANCHISING Locating good and reliable franchisees overseas Knowing how to franchise overseas Protection of industrial property and trademarks in foreign countries Obtaining information on market prospects overseas Familiarity with business practices overseas Foreign government regulations on business operations Foreign regulations or limitations on royalty fees Negotiation with foreign franchisees Foreign regulations or limitations on entry of franchise business Collection and transfer of franchise fee Quality or quantity of product or service Providing technical support overseas Pricing franchise for a foreign market Advertising franchise overseas / Sourcing and availability of raw materials, equipment, and other products Shipping and distribution of raw materials required to operate a foreign franchise Financing franchise operations overseas Shipping and handling of equipment needed to operate a foreign franchise “International Knowledge Transfer” Group - Franchising Extra Market for Franchised Offers BRAND!!! Intellectual Property Transfer Franchisor’s Deliveries FRANCHISOR FRANCHISEE International Franchising Agreement Payments: Royalty/Lump Sum “International Knowledge Transfer” Group - Franchising FRANCHISEE’S FEE OPTIONS ROYALTY - A payment made for the use of property, especially a patent, copyrighted work, franchise, or natural resource. The amount is usually a percentage of revenues obtained through its use LUMP SUM – a fixed amount of money paid for using intellectual property in one payment or, sometimes, by installments (bi-monthly, quarterly, annually). BALLOON PAYMENT - A large, lump-sum payment scheduled at the end of a series of considerably smaller periodic payments. A balloon payment may be included in the payment schedule for a loan, lease, or other stream of payments. The INITIAL FEE is a once off lump sum, paid by the franchisee to the franchisor, upon signing the franchise agreement. This payment acts as compensation for the experience, training, recruiting, and the right to use the brand name of the franchise. International Franchising Advantages Franchisor‘s You can sometimes take advantage of new markets that are unfamiliar with your business model and if you own the first business of its kind in an international market, you may be able to bring in substantial profits You may be able to take advantage of favorable government regulations and save money on taxes and the fees it takes to get started. Disadvantages One of the problems is overcoming the cultural barriers because every country has its own culture, and you may not be able to accurately predict what people in that culture will enjoy. Financial risks: the exchange rates between currencies could lead to an unfavorable return on your investment. Tariffs and fees to import products in, which could make “International Knowledge Transfer” Group - Engineering PRIME CONTRACTOR TURNKEY PROJECT BUYER SUBCONTRACTORS International Engineering or Project Operations “International Knowledge Transfer” Group - Engineering INVESTORS ENGINEERING CONTRACT PRIME CONTRACTOR TURNKEY PROJECT BUYER DISTRIBUTION NETWORK SUBCONTRACTORS MARKETS Project + Arrangements “International Knowledge Transfer” Advantages vs Disadvantages NON-EQUITY MODES: CONTRACTUAL AGREEMENTS ADVANTAGES DISADVANTAGES LICENSING/FRANCHISING – LICENSOR’S/FRANCHISOR’S VIEWPOINT Low development costs Low risk in overseas expansion Little control over technology and marketing May create competitors CO-MARKETING Ability to reach more customers Limited coordination ENGINEERING: R&D CONTRACTS Ability to tap into the best locations for certain innovations at low costs Difficult to negotiate and enforce contracts May nurture innovative competitors May lose core innovation capabilities ENGINEERING: TURNKEY PROJECTS Ability to earn returns from process technology in countries where FDI is restricted/high-risky May create efficient competitors Lack of long-term presence Modes of Entering Foreign Markets Entry Mode Factors vs International Logistics Considerations Classification of Entry Modes “Product Exporting/Importing” Group “International Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Summary “Foreign Direct Investments” Group – Joint Venture # making sure that the goods are accompanied by the proper documents so that they can clear Customs in the country of destination # defining properly who, between them and their foreign counterparts, is responsible for which aspects of the voyage and the documents # determining which method is most suitable for payment between the exporter and the importer # following security measures designed to prevent damage to the goods while they are in transit, and following national regulations of exporting/importing countries and international organizations # storing the goods in appropriate warehouses and distribution centers when they are not in transit. “Foreign Direct Investments” Group – Joint Venture Global Brand of Company A Regional Distribution Network of Company B Financial Resources of Company A Unique Technologies of Company B EJV Financial Resources of Company B Unique Technologie s of Company A Cheap Work Force of Company B Global Marketing Competency of Company A EQUITY JOINT VENTURE: A new company created by other companies, with each owning a proportion of the shares. “Foreign Direct Investments” Group – Joint Venture Global Brand of Company A Financial Resources of Company A Unique Technologie s of Company A Global Marketing Competency of Company A Local Distribution Network of Company B Unique Technologie s of Company B Contract CJV Financial Highly Resources Skilled Work of Company Force of B Company B CONTRACTUAL JOINT VENTURE: An agreement, possessing the legal characteristics of a partnership, between two or more parties who join forces to Vitally I. Cherenkov achieve some specific, short-term goal, such as the design and construction of a project. “Foreign Direct Investments” Group – Wholly Owned Subsidiary A WHOLLY-OWNED SUBSIDIARY is a company whose stock is entirely owned by another company. The owner of a wholly-owned subsidiary is known as the parent company or holding company. Because the parent company owns all of the stock of the wholly-owned subsidiary, the parent company can control all of its activities. Under GAAP, all of the financial transactions of a wholly-owned subsidiary are consolidated with those of the parent company. All of the activities of the wholly-owned subsidiary are part and parcel of the parent company for both operating and reporting purposes. A wholly-owned subsidiary is a separate entity for legal purposes. The laws of the state or country in which the wholly-owned subsidiary is incorporated apply to the subsidiary, but not the parent company. “Foreign Direct Investments” Group – Wholly Owned Subsidiary International Alliance represents an important foreign operation mode option for internationalizing companies, extensively used but difficult to operate, and coming in diverse forms: FROM: Joint promotion of two companies’ products and information sharing (informal coop) TO: Joint venture, generating a flow of FDI (formal, legally structured agreement) “inter-firm collaboration over a given economic space for the attainment of mutually defined goals” [Buckley, P.G. Alliances, technology, and market: a cautionary tale. 1992] “arrangements where two or more companies engage in collaborative activity, while remaining as independent organizations, and result in foreign market operations” [Welch, L. S., Benito, G. R.G. Petersen, B. Foreign Operation Methods: Theory, Analysis, Strategy, 2007] “Foreign Direct Investments” Advantages vs Disadvantages EQUITY MODES ADVANTAGES DISADVANTAGES PARTIALLY OWNED SUBSIDIARIES - JOINT VENTURES Sharing costs, risks, and profits Access to partners' knowledge and assets Politically acceptable Divergent goals and interests of partners Limited equity and operational control WHOLLY OWNED SUBSIDIARIES - GREEN-FIELD OPERATIONS Ability to reach more customers Potential political problems and risks High development costs Add new capacity to industry Slow entry speed (relative to acquisitions) ACQUISITIONS Same as green field Do not add new capacity Fast entry speed Same as green-field, except adding new capacity and slow speed Post-acquisition integration problems Classification/Applicability of International Operations Entry Modes vs International Operations Classification of Entry Modes “Product Exporting/Importing” Group “International Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Summary “International Rent” Group HOME COUNTRY HOST COUNTRY OPERATIVE LEASING Leaser [Lessor] Lease [Lessee] FINANCIAL LEASING Leaser [Lessor] Lease [Lessee] EQUIPMENT INTELLECTUAL PROPERTY SERVICES Leasee (Lessee) Subject of Lease Leaser (Lessor) “International Rent” GroupOperation Leasing Operative Leasing Is characterized by shorter life-cycle of the leasing object as well as the shorter contractual term and usually by incomplete depreciation of the equipment within the leasing term; when the contractual period is over, the leasing equipment can be either put into leasing scheme again or purchased by the lessee or returned to the lessor. Insurance Company Such leasing service is as a rule offered to equipment producers, trading companies, their subsidiary leasing companies as well as to the other owners of the leasing assets. Operative Leasing - 1 Advantages Leasee ‘s The agreement's usually for a shorter and more flexible period which reduces the business' risk. The maintenance costs relating to the asset won't be your responsibility. You won't carry the risk of losses due to damage (within specific contract boundaries) and decreases in fair value. Disadvantages You won't get full ownership or control of the asset and your use of the asset will be restricted subject to the terms and conditions in the lease agreement. You won't stand to gain if the asset increases in value. Operative Leasing - 2 Advantages Leasee ‘s Disadvantages There'll be less stringent credit requirements as you're not buying the asset, you're only paying rent. Your monthly lease payment will be inflated to reimburse the lessor. They'll still bear the risks of ownership of the asset. The return on assets ratio is more favorable than with a finance lease. The equalization of the lease expense can be complex and cumbersome to calculate. If you make a mistake with this, your financial statements will be misstated and may result in the auditors giving a modified audit opinion. “International Rent” Group– Financial Leasing € Leasee (Lessee) Leasing Co as a Leaser) € Lease Contract Bank CL Manufacturer Manufacturing Contract Transportation Co Subject of Lease = = Truck Fleet DELIVERY “International Rent” GroupFinancial Leasing FINANCE LEASING DATA Is characterized by mid- and long-term contractual period, as well as by the full depreciation of the lease equipment or by depreciation of its major part within the leasing period. At expiration of the leasing contract, the lessee can either return the leasing object back to the lessor or extend the contract or purchase the leasing asset at its residual value. Provided that the lessee performs the buy-out option of the leasing assets the leasing contract appears to be equal to long-time crediting of the purchase; it differs from the common sales contract by the moment of transfer of the ownership on leased assets to the purchaser. SOME PECULIARITIES OF THE FINANCE LEASING The lessor purchases the leasing assets not at his responsibility, but according to the lessee’s order; Apart from the lessor and lessee, the third party – the seller/producer of the leasing object - is involved into the deal; The duration of the leasing contract is approximately similar to the depreciation period; The ownership can be transferred to the lessee and the contract can be closed not earlier than the total amount of the leasing installments is paid out by the lessee. Financial Leasing - 1 Advantages Leasee ‘s CASH FLOW: Not having to spend a lot of money up front can help your business manage its cash flow more effectively, especially if you're just starting out. You'll most likely have a small down payment (or none at all), as well as a lower monthly payment than if you took out a loan to buy the equipment Disadvantages OVERALL COST: Just as with leasing a car, leasing equipment is almost always more expensive in the long run. EARLY TERMINATION FEES: Even if you no longer use the equipment, you're required to make the monthly payments. If you no longer need the equipment, there will be substantial early termination fees to end the lease. Financial Leasing - 2 Advantages Leasee ‘s DEDUCTIONS: Lease payments can be deducted as a business expense on your tax return. You'll most likely have a small down payment (or none at all), as well as a lower monthly payment than if you took out a loan to buy the equipment EASIER FINANCING: It's usually easier to get better financing terms with leasing than if you were trying to buy the equipment. Disadvantages COMPLICATED TERMS: Make sure you fully understand the terms and conditions of the lease, such as required insurance on the equipment, what happens at the end of the lease, who finances the lease (it might be a separate company), and who is responsible for repairs..etc. Financial Leasing - 3 Advantages Leasee ‘s SUPPORT: Leasing agreements usually come with some sort of technical support from the leasing company. KEEPING CURRENT: One of the best reasons to lease is that it means you always have access to the latest technologies. Make sure the lease contract provides for upgrades as they become available. Disadvantages Closed-End A rental agreement that puts no obligation Lease on the lessee (the person making periodic lease payments) to purchase the leased asset at the end of the agreement. Also called a "true lease", "walkaway lease" or "net lease". Residual value Estimated fair market value of a leased asset at the end of the lease term. Open-End Lease A rental agreement that obliges the lessee (the person making periodic lease payments) to make a balloon payment at the end of the lease agreement amounting to the difference between the residual and fair market value of the asset. Balloon Payment Loan installment (paid usually at the end of the loan period) that is much larger than the other installments. A balloon payment is required when the previous installments did not extinguish the loan, either intentionally or due to an error or late payments. Up-front payment Anything of value, usually money, delivered at the time a contract is signed. Early A penalty assessed if you choose to end Termination the contract earlier. Lessors justify this Fee because depreciation is highest in the early portion of a vehicle's life, so a prematurely terminated lease cuts heavily into their earnings. The penalty is likely to Classification/Applicability of International Operations Entry Modes vs International Operations Classification of Entry Modes “Product Exporting/Importing” Group “International Knowledge Transfer” Group “Foreign Direct Investments” Group “International Rent” Group Summary Short List of Entry Modes - Summary ADVANTAGE - ENTRY MODES- DISADVANTAGE – 1/2 EXPORTING • Ability to realize location and experience curve economies • $High transport costs • $Trade barriers • $Problems with local marketing agents LICENSING • Low development costs and risks • $Lack of control over technology • $Inability to realize location and experience curve economies • $Inability to engage in global strategic coordination FRANCHISING • Low development costs and risks • $Lack of control over quality • $Inability to engage in global strategic coordination Short List of Entry Modes - Summary ADVANTAGE - ENTRY MODES- DISADVANTAGE – 2/2 OVERSEAS ASSEMBLING TO TURNKEY CONTRACTS • Ability to earn returns from process technology skills in countries where FDI is restricted • Creating efficient competitors • Lack of long-term market presence INTERNATIONAL ALLIANCING: JOINT VENTURES • Access to local partner's knowledge • Sharing development costs and risks • Politically acceptable • Lack of control over technology • Inability to engage in global strategic coordination • Inability to realize location and experience economies WHOLLY OWNED SUBSIDIARIES • $Protection of technology • $Ability to engage in global strategic coordination • $Ability to realize location and experience economies • High costs and risks QUESTIONS ?