Cost and Pricing Considerations in Forming Joint Ventures and Seperate Business Units
(Editor's Note. For a lot of good reasons, we have seen a significant growth in teaming arrangements as well as the creation of new business units of an existing company so we decided to reprint, with some updates, the following article. Though legal and business reasons often largely determine the particular type of arrangement, government contractors creating these new entities need to be aware of the accounting, cost allowability and cost allocability issues affecting their creation. The basis for this discussion is an article by Lynda Troutman O'Sullivan of the law firm of Fried, Frank, Harris, Shriver & Jacobson and Mary Karen Merkel of Arthur Anderson, LLP in the November 1996 issue of the Cost, Pricing and Accounting Report, which is no longer published.)
A joint venture is really a legal entity separate and apart from the co-venturers. This entity, which may be a corporation or partnership, is jointly owned and managed by the co-venturers. Common reasons joint ventures are formed include the need to (1) augment a contractor's expertise and capabilities (2) access critical proprietary technology controlled by others (3) keep costs down by using lower cost partners (4) pool financial resources to meet up-front investments (5) gain greater geographic reach to maximize political support (6) meet customer preferences (e.g. favored firms) and (7) take advantage of new contracting vehicles (e.g. federal supply schedules discussed in this issue). Important topics such as the structure of the venture (e.g. corporation vs. partnership), parties' respective shares, management structure, key activities, responsibilities and disclosure and use of technical data and software are usually expressed in a joint venture agreement.
A new business unit, which we will call a "strategic business unit" (SBU), is a segment of a corporation where the parent of one organization has control over its operations. When it has the financial and technical wherewithal to do so, a contractor will commonly create an SBU where there is a need to (1) limit financial, tax or legal liability (2) create a self-contained, "lean and mean" organization focused on one program or contract (3) insulate the rest of the company from onerous government rules or (4) eliminate or reduce general and administrative or other indirect expense allocations to allow for greater price competitiveness.
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