Case playback:
In 1992 December, A company, B company and C Chemical Research Institute signed a "joint venture contract book", agreed: the three parties to jointly invest to set up D chemical industry company, development and production of vinylidene chloride B allyl resin products. D company's registered capital of 15000000 yuan, of which A company invested 7500000 yuan, B company invested 5250000 yuan, C Research Institute with an annual output of 2000 tons of PVDC resin production plant construction a full set of technology shares, equivalent to 2250000 yuan; three party according to their respective share in profit distribution, joint venture for a period of 15 years. D after the establishment of the company, A, B agreed to complete investment, but the Research Institute of chemical experiments, will not solve the technical problems, the D company has failed to produce qualified products. By December 25, 1998, D company has more liabilities than assets 4380000 yuan, can not continue to operate. A company, B company believes C Chemical Research Institute of fraud "," joint venture contract should be null and void, dissolution, liquidation of joint venture shall be carried out, and by the C Research Institute of chemical industry of A company, B company compensation investment principal, the bank interest and expected profit. C Chemical Research Institute believes that "the joint venture contract book" there is no agreement as an investment technology is already mature industrialized production technology, but no agreement C Research Institute of chemical industry of D company when put into operation and production of qualified products bear the liability for breach of contract. D company is difficult to run A, B company was unable to add liquidity caused by C Chemical Research Institute, no default facts, there is no question of compensation.
Intensive analysis:
Along with the changes in the operating environment, the alliance should be regularly alliance performance evaluation, in order to adjust the strategy and management, make the alliance towards the established direction. Alliance performance evaluation by the measure target completion degree standard, on the progress and effect of partnership alliances in the monitoring and evaluation in two levels of whole alliance and alliance enterprises. Evaluation includes financial and non-financial indicators of two categories. Financial indicators include stock price growth rate, sales growth rate, the rate of cost reduction, yield growth index. The financial index can reflect the enterprise alliance's contribution, but the evaluation is too single, financial data collection and reasoning difficult, reflect the enterprise alliance performance cannot be comprehensive, true. Therefore, based on the financial index, according to the alliance aims to formulate some non-financial indicators comprehensive evaluation. Such as, satisfaction, consistency, adaptability, threatening.
After a comprehensive assessment of the alliance, the alliance enterprise should reconsider the alliance as the foundation of entrepreneurial strategy, enterprise value chain, enhance the entrepreneurial capacity. With the passage of time, quality will alliance between the external environment and the alliance's change, business strategy adjustment will change the alliance, alliance should also be modified or terminated.
Many reasons, such as: Enterprise Alliance termination of strategic goals, strategic center transfer, leader, enterprise integration difficulties, changes in market is expected to achieve. But the alliance termination is not equal to the failure of the alliance, the alliance will be successful end time. For whatever reason cause the alliance to stop, executives of alliance enterprise must make timely decisions, as far as possible to reduce union exit cost, ability to ensure the end does not interfere with the alliance enterprise again alliance.
The enterprise alliance strategy can bring competitive advantage to the enterprise, but the instability characteristic is also very easy to opportunistic behavior induced, and caused huge losses to the partnership. In order to maintain a stable, avoid losses, alliance can be arranged from strict system, strengthen strategic coordination, improve the management level, dredging the interactive information channel, the establishment and improvement of alliance of breach of contract and compensation mechanism. At the same time, through long-term cooperation, through the personnel, technology and information exchange between enterprises, easy to form a relationship of interdependence, close fitting. When conditions are ripe, the core enterprise can form and suitable partners to absorb the enterprise group, strategic resources, stable alliance.
In this case, "the joint venture contract book" is that the three party the true meaning of the parties, legal and effective. The legal relation of contract agreed with characteristics associated legal relationship, rather than a technology development contract, namely the C Research Institute of chemical industry investment and pricing 2250000 yuan technology with an annual output of 2000 tons of PVDC resin industry equipment construction for the full set of technology, rather than the corresponding laboratory technology. After signing the contract, A company, B company to fulfill the obligations stipulated in the contract, and the investment C Chemical Research Institute to D's technology for not have practicability, reliability, resulting in D company is unable to produce qualified products, not to form an annual production capacity of 2000 tons. Therefore, C Chemical Research Institute should bear the technology does not conform to the stipulations of the contract liability for breach of contract, to A company, B company to compensate for its loss by default. Investment principal and the bank interest losses are due to three party affiliation direct result, it should be identified as associated loss of A company, B company. In view of the A company, B company in the associated process ought to be aware of the C Research Institute of chemical technology is not mature, but still with C Chemical Research Institute signed a contract, and since the end of 1992 to 1998 continue to associate, the two party to the joint venture's loss, also have a certain responsibility. Therefore, the investment loss of interest, can be respectively borne. Many factors can profit depends on the D company's production, technology, management, market and so on, can not be determined in this case, should not be regarded as joint loss of A company, B company. Because of the C Research Institute of chemical industry default caused D company can not operate, according to the provisions of the contract and law, the joint venture contract shall be terminated. In view of the fact that D has more liabilities than assets, A company, B company can not through the liquidation procedure of D company's share of any property. The C Research Institute of chemical industry should be compensation for A company, B company investment principal loss.
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