Global Supply Network Embeddedness And Power Essay.

Agency/Distributor: An Alternative

Discuss about the Global Supply Network Embeddedness and Power.

When an entity wishes to expand their business, there are a number of crucial factors which have to be given due consideration, before opting for a medium of expansion (Chan, 2006). A company can choose to expand its business by hiring an agent of other nation, hiring a distributor to sell their products, or can opt for the formation of a joint venture with an entity of the nation in which the company wants to expand itself. Harry Incorporated (fictional company) is faced with this very dilemma of which method they need to opt for expanding their business in China.

Harry Incorporated is expanding its based in China, where the long term plan of the company is to form a branch in China, to tap its growing market. The reason for opting for China is that the nation has the largest population in the world, let alone the Eastern nations, and for a fast food company like ours, a higher population raises the prospects of profits (Hackett, 2014). However, instead of directly setting base in China, the company wants to evaluate the conditions present in the nation. And so, a dilemma has been raised on which method the company should opt for as its beginning in China. Thus, the report presents an evaluation of the three options available with it for expanding in China. Once this is done, the key requirements of establishing such option would be highlighted.

Harry Incorporated has three options for the legal relations which the company can form with an enterprise of China whereby it will be able to expand its operations in the nation. In the following parts, the key aspects of these options in context of their strengths and weaknesses have been analysed.

An agent is a person who acts for some other person, known as principal and the agents undertakes the act for the sale or purchase of products of the principal. The agent is given the authority by the principal to act on his behalf. When a contract is drawn, it is created between the consumer and the principal and not between the agent and the consumer. As a result of this, the principal is liable for the acts undertaken by the agent and this includes the acts which are carried out outside the scope of authority given to the agents, based on the concept of ostensible authority, as the agent portrays to have the authority, making the principal liable (Benett, 2014). A distributor on the other hand buys the product from the company and sells it to his own consumers. As the name suggests, the distributor is essentially, the distributor of the products. This is done in the name of the distributor itself. And as a result of this, for the acts of the distributor, the liability is not raised for the principal save for certain specified conditions (Mullet, 2017).

Joint Venture- Most Suitable

In the matter of goods’ ownership, the ownership of the product never lies truly in the hands of agent. The reason for this is that the agents only have the role of representing the principal’s supplier in a different nation, and the principal is the manufacturer of such product. In the case of distributors, the goods are purchased by the distributor from the manufacturer and then this product is sold in the international market, to the customers of the manufacturer. Owing to these reasons, the distributor obtains the product’s title. There is also a choice with the distributors on the target audience to which they want to sell their products. Hence, they can choose to make the sale to retailers, to wholesaler, and even through e-portals to other audience (Murphy Marketing, 2016).

When it comes to the agency, the exporting party, i.e., the supplier has the responsibility of making payment to the agent, and is usually in the form of commission based on the sale of product, achievement of targets or on the sale value of the product. The exporting party fixes the price of sale on the basis of inputs, which the agents provide to the seller, and this relates to the local or domestic market (Singh, 2015). When it comes to the distributors, the distributors earn their revenue by adding margins to the price of the product. This result in the prices of the product being raised and in order to bring this down, the principal has to absorb the margins of distributors in order to avoid the prices of the product from being raised. So, to avoid decline in the customers, the principal forgoes a part of their profits. Also, the fee given to the distributor is quite high in comparison to the compensation given to the agents (Alliance Expert, 2017).

The agents are responsible for getting the orders for the exports and in return for this service, the agents collects the payment from the consumers, and also delivers the invoices as a representative of the exporter. Hence, the marketing operations of agents relate to the sales activities and the network development. On the other hand, for the distributors, the duty of taking care with regards to the stock in terms of its presence, its restocking and the inventor, is that of the distributor and also for reducing the lead order time. The distributors also have in their hands, the power of granting credit and the limit of granting credit to certain set of consumers and they often provide after sale services to the consumers (Scotter, 2017). The responsibility of covering the marketing risks lies with the distributors in addition to offering the services to the consumers when compared with the agents. Due to these reasons, the distributors are able to charge a higher fee in comparison to the agents.

The agents usually have a carry the products of only one principal and also have smaller range of products, when compared to the distributors. The agents are not restricted by jurisdiction which is often the case with the distributors, particularly with regards to the restriction of selling the product in the nation from which the same is being exported. Owing to these reasons, the agent stays focused on the products of the principal. The principal does have a better control over the suppliers based on the training of the agents and the sale techniques where the principal has control. In case of distributors, they sell multiple products of different people at a single instance resulting in their focus being divided with different products. This also means that the focus of the distributor remains divided which makes it difficult for the suppliers to train them and also disallows the control over the sale staff of the distributor (Salzano, 2014).

A JV, or a joint venture, is another mode through which a business can enter in foreign lands. In a JV, usually two companies combine their resources for carrying on a business in unified manner for carrying on a business. A JV has features of sharing in terms of risks, return, ownership and even governance (Shishido, Fukuda and Umetani, 2015). Most of the time, a JV is opted for establishing temporary arrangements between two business entities, where they come to do a particular task, and when the venture is completed, the JV is ended in the manner provided under the JV agreement (Yeniyurt and Carnovale, 2017).

The reason for opting JV lies in the key features of it. A JV is chosen for taking advantage of economies of scale where by combing the assets and operations of the companies, the JV attains benefits. This is followed by the ability of sharing risks in terms of different investments and crucial projects. A JV also helps in the skills and capabilities being combined in addition to getting an access to the emerging markets, by forming association with an entity from such market (Morschett, ‎ Schramm-Klein and Zentes, 2011). The companies are also able to unite their skills, expertise and their competition, particularly when the companies are otherwise unrelated. The companies also get an opportunity of participating in such ventures, which would have not been possible for the lack of requisite resources, and working towards a common goal. Lastly, through a JV, the costs are reduced and the risks and liabilities associated with the venture, is spread amongst the JV participants (Campbell and Netzer, 2009).

JV has a number of disadvantages also and the biggest one lies in the limiting of opportunities as the participants are not allowed to work outside the JV. Apart from this, the exclusive agreements bind both the parties, which are often seen as the reason for avoiding JVs (Wolf, 2011). Often, there is a disparity in the division of responsibilities and resources, which often leads to a single party contributing most of the resources and lifting the weight of the JV on its shoulders (Gutterman, 2009).

For Harry Incorporated, the most suitable choice is to form a JV with an enterprise of China. This would allow the company to gain an understanding into the real time working environment and the possible problems which can be brought up in future. This would help the company in also understanding the taste and the food standards followed by the local people, which in the long run, would help the company in opening up its fast food joint, without any JVs. The agency would restrict the JV as the agents would not be able to work with as much commitment as a JV would have; and a distributor would discard the name of the company, as the same would not be used by the distributor. Thus, Harry Incorporated needs to form a legal relation of JV with an entity of China.

As it has been established in the previous segment that the best option of Harry Incorporated is to go for a JV, and the negotiations in this regard have already been undertaken by the MD of the company, with XYZ Incorporated, which is an entity of China, there is now a need to draw up the JV Agreement. However, care has to be taken when the same is chalked out, particularly with regards to the key terms to be included in the JV agreement. Some of the important terms which have to be carefully inserted in the JV Agreement have been summarized below.

• Basic Details: A JV Agreement has to start with the basic details of the JV. So, this part would cover the requirements of parties’ details, the address of office, the name of JV, the nature of JV, the structure and conditions of the venture and the related details of the parties in legal terms (Saracens Solicitors, 2015). There is also a need for the JV to clearly state the manner in which the profits would be shared amongst the parties.
• Governing Law: The agreement clearly needs to the state the laws which would apply on the venture. This has to be both in general and specific terms, and the statutory and the common laws. A particular care also has to be taken with regards to the laws regarding foreign investment. Also, there is a need to provide the party which would be taking the relevant licenses and permissions to set up the business (Prescott and Swartz, 2010).
• Parties’ rights and Contributions: There is a need for the contributions made by each party to be clearly stated and this has to be done for the financial contributions and the non-financial ones as well. The manner in which these contributions would be made also has to be stated clearly otherwise the same can result in a dispute after the joint venture is started. The rights of each party also have to be stated and also the possible approvals or permissions which have to be taken, particularly to define the scope of each party have to be stated (Yan and Luo, 2016).
• Exit strategy: The JV has to clearly provide the tenure or the activity for which it would continue. Apart from this, the manner in which the same would be ended, the manner in which profits and losses would be borne by each party and the other relevant details of exiting from JV agreement, even before the time or the task ends (Duncan, 2012).
• Dispute Resolution: The JV agreement has to state clearly which method would be opted for when a dispute is raised between the parties. There is a need to state if the litigation method would be opted, and where this method is opted, the particular court in which the matter would be presented, or the specific court where an application has to be made. The parties can also choose the alternative dispute resolution methods where they can use the techniques of arbitration, mediation and conciliation for resolving their disputes. The starting steps which have to be taken when the dispute is brewing at its initial stages have to be stated in addition to  the possibility of the parties claiming damages from the other party, when a loss has to be borne by them owing to this dispute (Duncan, 2012).  
• Confidentiality Agreement: When two companies combine their resources, there is an exchange of information, which at the majority times is material, substantive, and confidential information. Thus, the JV Agreement has to cover a confidentiality clause where each party promises to uphold and protect the confidentiality of the other party and even that of the venture (American Bar, 2017).
• Other Terms: Apart from the aforementioned terms, there is a wide ambit of terms which have to be properly covered in a JV agreement. This includes the elements of governance, reporting details, manner of accessing information, budgetary considerations, scope and limitations of the venture, the strategies of the JV particularly in line with the entry strategy, the insurance details, tax considerations and the like (American Bar, 2017).

Conclusion

The discussion carried on the previous parts highlighted that Harry Incorporated is looking to expand its fast food business in China, and for this purpose, the company had the option of choosing for an agent, a distributor or a joint venture. On the basis of the needs of the company aligning with the joint venture structure, the company decided to opt for joint venture with ABC Incorporated in China. In this regard, the company has to take care of certain key terms, which have to be included in a careful manner in the JV agreement and the details of some of such key terms have been detailed in the second segment of this discussion. By opting for a JV Agreement in the manner stated above, Harry Incorporated would be able to form a temporary business in China, and gain an understanding to the taste and other key factors of the Chinese market. Upon the conclusion of the JV Agreement, the company can form a permanent establishment in the nation, on the basis of the experience it attained from this JV and would also prove if establishing business in China would be successful or not.

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