Partnership Working Abbie Rumbold, Partner Bates Wells & Braithwaite London LLP 17 May 2012
What we will (try to) cover today Overview of collaborative working Main issues and risks to consider Conclusions?
Partnership working or Collaborative working? Beware Partnership! Legal definition: where two or more persons are carrying on a business together with a view to profit Joint and separate responsibility for all debts and liabilities Is your organisation in a partnership that you did not realise you were in?
Why Collaborate? Reduce costs – economies of scale and spread of overheads Increasing expertise, skills and knowledge Better services for patients/clients/users Survival Other?
What kind of collaboration? Spectrum of choices Collaborative working on issues/projects Sharing knowledge Joint venture contract or vehicle Shared services Full merger
Think Strategically, Think Selflessly How best can we achieve purposes? Should we collaborate? Should we merge? Would someone else do this better, or help us do this better?
BUT Understand the risks Calculate the cost Appreciate the disruption Keep eyes open Do not assume others have same motivation – or that they dont!
Possible Pitfalls Grouping together to bid for funding, without having considered how to deliver a programme Lack of clarity about different parties roles and contributions Staff turnover Gap between decision making/setting up a collaborative working arrangement and people managing it day to day
The Process (Collaboration or Merger) 1.Explanatory discussion (confidentiality) 2.Negotiate heads of terms 3.Due diligence Financial Legal Operational Cultural 4.Negotiate final documentation
Collaboration Checklist (1) - scoping Objectives of collaboration Compatible objects? Beneficiaries? How long will it last? Division of responsibilities – who contributes to what? When and how?
Collaboration Checklist (2) - management Who decides what? How? Steering committee? Role of boards Conflicts of interest Communications – internal and external Policies Staff – who employs/seconds, disciplines? (or employed by JV?)
Collaboration Checklist (3) - financial Shared resources Staff, premises, etc – management charges Budget and budgetary control Accounting arrangements Profit distribution Tax and VAT Insurance Other e.g. data protection
Written agreement(s) Unless very informal, important to record: Division of responsibilities Payments & budget Management & governance Exit Various names/functions – collaboration agreement? Consortium agreement? Sub- contract?
Collaboration – working together – can take many forms and be on different levels Funders will expect charities increasingly to reduce duplications Collaboration requires informed trust, which equals a trust based on: Understanding of mutual goals Clarity of purpose Proper legal arrangements
Abbie Rumbold Associate, Charity & Social Enterprise Partner Bates Wells & Braithwaite London LLP 2-6 Cannon Street London EC4M 6YH Tel: 020 7551 7750 Email: firstname.lastname@example.org@bwbllp.com