10 ways to stop theft of jet engines

10 ways to stop theft of jet engines
QUESTION TIME
By P. GUNASEGARAM

And they will work well for any other kind of thefts, too, from overpriced contracts to dubious conversion of land.

WE HAVE our own Tiger scandal. Of all the bizarre things that have been stolen anywhere, anytime, any place, that of two F5 Tiger fighter aircraft engines worth RM100mil from our air force must rank as among the top of the list.

That hefty pieces of equipment can be quietly squirreled out of a high security Royal Malaysian Air Force (RMAF) base and taken all the way to Argentina complete with documentation is a major embarrassment to the country.

More importantly, it is a serious security breach which is no laughing matter, although the event has considerable satirical possibilities and gives weight to that old saying that truth is indeed stranger than fiction.

It takes the spirit of “Malaysia Boleh” to new astronomical heights but for totally the wrong reasons. If only this spirit of ingenuity, innovation and cunning were used for all the right reasons, we would have achieved high-income status a long time ago.

Instead, those engaged in such nefarious and illegal activities seem to be the ones moving up the precarious high-income ladder at a rapid pace, leaving the rest of us gawking up in utter amazement at the means that they have employed to get there.

It materialises too that police reports were made over a year ago — in August last year — even though the engines were discovered to be missing in May.

Why? Only now, after all the publicity, have the police announced that the engines have been traced to Argentina. Why? But we still don’t know if we’ll get them back.

And not only engines were taken away but other aircraft parts. But the avionics equipment — reputedly the most expensive components of a fighter aircraft — is intact. Thank the Lord for small mercies.

Further, it has been announced that a general and 40 others were dismissed from service. Why were they merely dismissed? Is that sufficient punishment for what they may have done? And is there not treason involved when members of the armed forces smuggle out and sell their own equipment?

How is it possible that such a thing can take place even?

Meantime, it was reported that police have released on bail four people, including three low-ranking RMAF personnel, being investigated for the case.

Considering that this involved defence equipment whose new prices are RM100mil, why the hurry to give them bail?

In the wake of all these unanswered questions, we thought it would be useful to enumerate 10 ways to stop the theft of aircraft engines. The methods are good for any other kind of theft too — overpriced contracts, poor contracts, paying for contracts, unauthorised and dubious conversion of land, payment for land conversion — and 1,001 other things you can think of.

In fact, we dare say theft and corruption has come to such a height that it has to be stopped dead in its tracks now — not tomorrow or day after.

Here are our simple, pretty obvious remedies. If only we can find some good men to do it — and it looks like we can’t be sure of getting them even from our uniformed services.

1. Implement a culture of honesty and integrity. The only way this can be done is by example and enforcement. The top must be clean and it must force it down all the way to the rank and file. Honesty must become the norm rather than the exception.

2. Full accountability. Accountability must extend to at least the head of department when widespread and extensive collusion takes place in a department to defraud. Heads must roll and new ones take their place, otherwise you can be sure that action won’t be taken against the culprits.

3. Prompt, fair, efficient, quick investigation and action. There was nothing prompt in this sorry episode except for the speed with which the engines were stolen. The theft was discovered in May last year. By now, the case should have been closed and those responsible should have been severely punished.

4. Stiff punishment. Hopefully from point 3 above, we would have enough evidence to mete out stiff punishment to those responsible befitting the enormity of the crime that they had committed. But let’s not pre-judge. Let’s wait and see who the police charge and how much punishment they get.

5. Openness. We have this tendency to hide our problems. We should tell all sections of government to disclose problems immediately with the threat of disciplinary action if they don’t. Making people wash their dirty linen in public is the surest deterrent to soiling them in the first place.

6. Increasing competency. We need to upgrade competency through all levels of government and put people who are able in charge of all valuable equipment and their upkeep and safe-keeping. Recently, soon after the disclosure of the stolen engines, it came to light that two excavators belonging to a local council are yet to be recovered.

7. Getting good inventory systems. The government should invest in good inventory systems to ensure there is proper tracking and control of all valuable equipment it owns. Of course, following point 7, it must be ensured that there are competent, honest people to run the systems

8. Listen to the Auditor-General. We have heard promises, after the release of the Auditor-General’s Report every year, that those responsible for all that wastage will be brought to book. But unfortunately, we can’t recollect a single case where action has been taken. We still don’t listen to the AG.

9. Introduce whistle-blowing legislation. We must introduce comprehensive whistle-blowing legislation which not only protects those who blow the whistle but encourages people to do so. In fact, it should go beyond that and make it mandatory for all those who know about crime committed to report it to the authorities. If people stood by and watched while thefts were taking place, they should be punished.

10. Check the assets of key people. Police reportedly nabbed some of the offenders in this case because they were living beyond their means. Can’t we do that for a whole lot people? As an aside, we were amazed by a recent case of a former top cop and how his family were fighting over his assets of nearly RM50mil, most of it in cash. A member of the family even said that he amassed his assets because he was an astute investor – in which case he would probably rate higher than Warren Buffett. Should not something like that set alarm bells ringing and police investigating?

If we can follow these 10 measures assiduously, we not only can guarantee that we won’t have another Tiger scandal of our own but we can safely say that we will reduce all other thefts considerably too.

> Like all concerned Malaysians, managing editor P. Gunasegaram is watching to see how this episode ends.

1 comments:

Ricard said...

Ini “Malaysia Boleh”! Innovative? Sighs! Must Learn the right ways lah!

Top Business School Stories of 2009

Top Business School Stories of 2009

Top Business School Stories of 2009
The global financial crisis hammered the MBA job market, school endowments, and financial aid. Some questioned an MBA's value. Bring on 2010

By Alison Damast and Geoff Gloeckler
Business Schools

To call 2009 an interesting year for management education is perhaps an understatement bordering on the extreme. With the global financial crisis taking its toll on everything from the MBA job market and endowments to financial aid and the reputation of the MBA degree itself, 2009 promises to go down in history as a year to forget.

For students and graduates of MBA programs, 2009 was the year that jobs and internship offers became harder to find, even at the top schools; a year when the scarcity of student loans and visas for international students threatened to derail even the best-laid B-school plans; and a year when programs began to rethink the way they teach such subjects as ethics and corporate responsibility. Business school endowments were hit hard and the high cost of tuition was at the fore of every prospective student's thinking.

Of the 10 most popular business school stories on Businessweek.com in 2009, seven directly related to the financial crisis. The others looked at a new competitor on the B-school admissions test front, a GMAT cheating alert in China, and three top MBA programs currently without deans. Take some time to go back over the biggest stories of the year and reminisce. For better or worse, 2009 will be a year that the B-school world won't soon forget.

1. Job Market: The No. 1 concern this year for current MBAs, applicants, and recent grads was the job market. Students worried about finding internships and jobs after graduation, applicants wondered if joining the ranks of the unemployed to enroll in an MBA program was a good idea, and newly minted BBAs and MBAs wondered if their post-B-school jobs would hold up. These fears came out in comments readers left on the stories, with many weighing the pros and cons of accepting jobs with lower salaries and fewer responsibilities. Readers who earned MBAs in 2008 and 2007 also chimed in to voice their concerns, many saying they had yet to land that "dream job" and didn't expect to find it in the near future.

MBA Job Outlook Dims

MBA Tales: Searching for Work in a Recession

MBAs Confront a Savage Job Market

2. Loan Crisis: International students who planned to study at U.S. business schools had to scramble to find a student loan provider in 2009, when many of the loan programs they had used to fund their education disappeared. For years students had depended on the popular Citi Assist and Sallie Mae loan programs, which allowed applicants to obtain up to $150,000 without a co-signer to assume stewardship of the loan should the borrower default. Due to the credit crisis in the fall of 2008, those financial lifelines for many international students were pulled and many schools spent the first six months of 2009 trying to find alternative loan providers. It was a tense few months for foreign applicants, many of whom expressed their frustration in more than 250 comments on stories we published on the topic. For many, the uncertain H-1B visa situation, coupled with the loan situation, made the prospect of studying in America too big a risk to take.

By the time spring rolled around, many schools had come up with solutions for foreign students—often just in time for the deadline deposit to reserve a seat in next year's class.

Loan Crisis Hits the MBA World

World to U.S.B-Schools: Thanks, but No Thanks

3. MBAs: Public Enemy No. 1? Were B-schools responsible for the global economic crisis? It's a question that has consumed much of the B-school world for the better part of a year. In a story we ran in May, experts from inside and outside MBA programs weighed in on the debate. Philip Delves Broughton, a Harvard MBA and author of Ahead of the Curve: Two Years at Harvard Business School (Penguin Group, July 2008), directed blame at B-schools, calling the three-letter acronym, MBA, "scarlet letters of shame," and suggesting they stand for "Masters of the Business Apocalypse." Others, such as Richard Cosier, dean of Purdue's Krannert School of Business (Krannert Full-Time MBA Profile), defended MBA programs, saying, "It is my opinion that business schools will continue to produce students who will be part of the solution, rather than the problem."

Readers, meanwhile, started a rousing debate on the topic via the story's comments. Some completely blamed business schools for the crisis, criticizing everything from teaching techniques and the competitive environment MBA programs seem to foster to the overall value of the degree. Others defended today's B-schools, saying business schools are about as responsible for the economic crisis as engineering schools are for global warming. In the end, the common sentiment seemed to be that business schools deserved some blame, but not all of it.
MBAs: Public Enemy No.1?

4. GRE vs. GMAT: For years, the Graduate Management Admission Council (GMAC) had a virtual monopoly over the admission testing arena at business schools. Its well-known entrance exam, the Graduate Management Admission Test (GMAT), was the standard test used to get into business schools in the U.S. and many other schools around the world for decades. That all changed this year when the Educational Testing Service (ETS) started to encroach into GMAC territory, courting business schools and encouraging them to allow students to submit the Graduate Record Examination (GRE) for admissions. ETS' efforts are starting to pay off. There are now approximately 285 business schools that allow students to submit the GRE in lieu of the GMAT exam, including the University of Pennsylvania's Wharton School(Wharton Full-Time MBA Profile), Harvard Business School(Harvard Full-Time MBA Profile), and New York University's Stern School of Business(Stern Full-Time MBA Profile). ETS says that it expects more than 300 schools to sign on in 2010.

GRE v.GMAT: Battle of the B-School Gatekeepers

5. The Best Part-Time B-Schools: It was an interesting year to survey part-time and executive MBA students. For many prospective students, the thought of spending tens of thousands of dollars on a graduate business degree was frightening. For those already enrolled, fear of job loss and waning corporate support added stress to already intense business programs. At the schools themselves, application numbers were down considerably, as was student satisfaction. Not surprisingly, most student complaints centered on many programs' lack of career services for part-time students. Because more students were paying their own way, they expected the kind of attention that full-time MBAs get in terms of access to recruiters and job openings. This proved to be a real challenge for most business schools, which were unaccustomed to sourcing positions for ultra-experienced EMBA students. When the economy rights itself, interest in part-time and executive MBA programs is expected to rebound, but the need for increased career support is likely here to stay.

A Brutal Wake-Up Call for Part-Time B-Schools

6. The Harvard MBA Oath: As a way to get MBA students talking about ethics, 33 students from Harvard Business School's Class of 2009 approached classmates and asked if they would be willing to sign an oath to "act with utmost integrity" in their professional lives. The idea caught on quickly at HBS and before long, students at other top B-schools followed suit. To date, 1,784 MBA students and graduates have signed the oath via a Web site created by the Harvard students. Readers thought the idea of an MBA oath was a good one in theory, but were skeptical that MBAs—some of whom were responsible for many of the lapses in moral judgment that led to the financial crisis—would follow through on what they agreed to do in the oath.

Harvard's MBA Oath Goes Viral

7. GMAT Cheating in China: China is the latest frontier in GMAC's campaign to prevent students from cheating on the GMAT. In November, a Chinese court barred a Beijing-based Internet site from selling materials such as questions from the GMAT, test prep materials, and PDFs of actual test books. The Web site was owned by Passion Consultancy, a company that coaches Chinese students applying to the top U.S. business schools. As a result of the court ruling, the Web site had to take the copyrighted GMAC material down, pay GMAC $76,000 in compensation, and post a notice from GMAC about the consequences of cheating. It was a victory for GMAC, which has been aggressively pursuing users of such Web sites as well as "proxy" test-takers who are hired to take the exam in place of applicants. GMAC says it will be keeping a close eye on errant Web sites that promote cheating among Chinese GMAT test takers in 2010. The organization has recently filed about 10 administrative complaints with the Chinese copyright office against Web sites that it says illegally carry GMAT preparation material and is constantly scanning for other suspect Web sites around the world, GMAC says.

Crackdown on China GMAT Cheating

8. College Affordability: With college costs spiraling out of control and family financial resources strained to the breaking point, it's no surprise that the issue of college affordability was front and center this year. Nowhere was that more apparent than in a story we published in March about student debt. The story focused on Robert Applebaum, a New York attorney who finished law school owing $80,000 in student loans. His idea was simple: Forgive student loan debt for those earning less than $150,000 a year, a move that he believed would help boost the economy by putting more money in the hands of the middle class. Applebaum's effort, mounted via a Facebook group he started, struck a chord with millions of people who graduated from college with student loans, Readers were eager to share tales of their student loan debts; the story drew more than 400 comments. Some readers criticized Applebaum's idea, saying that it was unrealistic to expect the government to cancel student loan debt, while others praised the concept and the potential it had to jump-start the economy. Applebaum subsequently created a nonprofit to lobby for an overhaul of how higher education is financed in the U.S. Membership in his Facebook group has nearly doubled.

Asking for Student Loan Forgiveness

9. Deans Wanted: As the year comes to a close, three top business schools find themselves in the midst of a dean search. At HBS, Dean Jay Light recently announced that he would be retiring at the end of the 2009-10 school year. At Northwestern's Kellogg School of Management (Kellogg Full-Time MBA Profile), Dean Dipak Jain left his post in September after eight years at the helm.And at Chicago's Booth School of Business (Booth Full-Time MBA Profile), Ted Snyder announced that he would not be seeking a third five-year term as dean and would step down next June. These high-profile vacancies come just as many are questioning the value of the MBA degree, endowments are hurting, and financial markets are in a state of flux. In the world of management education, these are arguably the three most attractive high-profile jobs available—but are also among the most difficult. In the coming months it will be interesting to see how these schools seek their next leader.

Kellogg Dean Steps Down

Harvard B-School Dean Jay Light Stepping Down

Snyder to Step Down as Dean at Chicago Booth

10. B-School Cutbacks: Business schools were hit hard by the Great Recession, with many facing a series of painful declines in endowment earnings and gift-giving, along with state- and university-mandated budget cuts. The ripple effect of endowment declines was even felt at the richest of institutions. At Harvard Business School, where the university's endowment fell to $26 billion, from $36.9 billion, during the fiscal year that ended June 30; the business school laid off 16 staff members this spring. And at Stanford Graduate School of Business(Stanford Full-Time MBA Profile), 49 employees lost their jobs—about 12% of its 400-person staff.At many schools, the decline in the annual operating budget called for even more drastic measures.At Florida State University's College of Business (Florida State Full-Time MBA Profile), budget cuts forced the school to get rid of 110 telephone lines, shut down a computer lab, and cancel some part-time MBA programs.State universities in cash-strapped states such as New York were forced to raise additional revenue by asking students for more money; at the University of Buffalo's School of Management (Buffalo Full-Time MBA Profile), students had to pay an additional $184 in mandatory fees last spring to make up for a $1 million shortfall in the operating budget.

School officials are hoping 2010 will be a slightly easier year, although it could still offer a bumpy ride. A recent survey by the National Association of College and University Business Officers and the nonprofit Commonfund Institute showed that college endowments averaged returns of -19% during the fiscal year, a sign that the hard times haven't yet ended.

Financial Woes Force B-School Cutbacks

Damast is a reporter for BusinessWeek.com. Gloeckler is a staff editor for BusinessWeek in New York.

MEETING GOD'S BANKERS

MEETING GOD'S BANKERS

Meeting God’s bankers
THINK ASIAN
By ANDREW SHENG

RECENTLY, I had the honour of shaking hands with one of God’s top bankers.

He had learnt the art of connecting from someone with Clinton-like charisma. He shook my right hand with a firm grip, with the left hand holding my left elbow, looked me straight in the eye and gave me the impression that he really was completely on my side.

I don’t know about the ladies, but after that I was ready to give him every cent I had to invest until it is all gone.

Why are we all so upset about bankers’ bonuses?

We should never envy the ability of people to make money, but it is the way it was made that made people mad.

It is as if someone had a heart attack, you took him to hospital and paid for the medical bill. Then, the day after, the guy goes out, has a party and you end up again with the bill.

Maybe we should have left the guy on the pavement.

But that is not how one leading Wall Street banker saw it, (http://www.timesonline.co.uk/tol/news/world/us_and_americas/article6907681.ece).

“We’re very important… We help companies to grow by helping them to raise capital. Companies that grow create wealth. This, in turn, allows people to have jobs that create more growth and more wealth. It’s a virtuous cycle. We have a social purpose.”

Last year, governments had no alternative but to rescue banks in a crisis, because their failure would have devastated the real economy. The US Federal Reserve cut interest rates, guaranteed all deposits and converted investment banks into bank holding companies so that they could receive special low interest rate funding.

Are we surprised that with almost zero funding costs, these investment banks are making money hand over fist?

Governments now seem hostage to the “too interconnected to fail” argument. Some bankers seem to have learnt from their Ponzi borrowers – if I borrow US$1,000 from my bank, it’s my problem, but if I borrow US$1bil, it’s the bank’s problem.

The logic of this is the flip side of British comedian Ronnie Barker’s dictum: “Success is relative – the more success, the more relatives.” Loss is also relative, the more loss to more people, the more I can’t lose.

Asians have great difficulty in commenting on the present state of affairs without seemingly criticising our teachers.

After all, we learnt the science of modern banking and financial regulation from the West. I am the first to admit that this crisis has shaken what I learnt about market values to the core.

So where did our teachers go wrong? Financial regulators are the first to preach to bankers to “Know Your Client and Know Your Risks”.

With hindsight, our teachers ignored their own advice because they had not appreciated that the tools and processes that worked for simple retail banking were totally inadequate when the banks had evolved into wholesale banking giants with massive derivative liabilities (hidden in the generally under-regulated shadow banking area).

To be fair, during the Asian crisis, we also failed to understand how Asian corporations were hugely over-leveraged.

The second mistake was also a blind spot. Our teachers failed to appreciate that a fundamental difference between retail banks and wholesale banks is the principal-agent problem.

Historically, banks are regulated because they are agents for public savings. They are the network connectors between the retail public and the corporate and consumer borrowers.

Retail banks are heavily regulated and given a safety net precisely because their failure would have large contagion impact on the depositors and borrowers.

What had happened was that under intense competition, banks could not make money from the declining spread (lending rate minus deposit rate), so they moved into wholesale banking.

They packaged their loans into new derivative instruments to sell and fund themselves and engaged in proprietary trading. In other words, they were less and less agents for their customers and more and more principals in their own right.

This was driven by the idea that banks should be universal and one-stop “financial supermarkets”.

Western regulators had always argued that hedge funds should not be regulated because they are investors, trading on their own account with their own money, so that their failure would not be systemic.

However, when investment banks are trading for their own account, they are actually competing with their customers.

Are they agents (which should be regulated) or are they principals (which should not)? Herein lie the conflict of interest between principal and agent.

No one disputed the old partnership model of merchant banks, because when the merchant banks failed through their proprietary trading, the losses were borne by the partners.

But when investment banks became public companies and also key originators and market makers, their capital inadequacy clearly made the whole system vulnerable.

Should the public guarantee proprietary trading?

If you accept this fundamental principle, why don’t the public guarantee you and me when we do proprietary trading?

Why isn’t a major commodity trader not given a public guarantee, while investment banks are given that safety net?

Arguably, there is now no level playing field between those who do proprietary trading with a public safety net and access to cheap funding and those who don’t.

Hence, it’s not a question of whether banks should be split up under Glass-Steagall because they are too big to fail.

It is because if investment banks primarily engage in proprietary trading, they cannot have their cake and eat it with a public safety net.

To paraphrase Confucius: “Making money should be like frying small squid (or was it fish?) – it must not be overdone.”

·Datuk Seri Panglima Andrew Sheng is author of “From Asian to Global Financial Crisis” and adjunct professor at Tsinghua University, Beijing, and Universiti Malaya.

 

No more RPGT for properties sold after 5 yrs of purchase in Malaysia

No more RPGT for properties sold after 5 yrs of purchase in Malaysia

No more RPGT for properties sold after 5 yrs of purchase in Malaysia
08:53, December 24, 2009

Malaysian Prime Minister Najib Razak announced on Wednesday that the Real Property Gains Tax (RPGT) of 5 percent will only be applied to properties sold within five years of purchase.

This implied that a real property seller would not incur the tax if he sold his real property after five years from the date of purchase, said Najib at the swearing-in ceremony of the Federation of Chinese Associations Malaysia (Hua Zong).

By making the decision after receiving appeal from Hua Zong and other industry players, Najib said the Malaysian government would forgo tax revenue amounted to 200 million ringgit (57.14 million U.S. dollars) a year.

The RPGT of 5 percent was announced in the 2010 Budget of the country in October 2009. It was aimed to broaden Malaysia's tax base to finance various development projects and reduce the physical deficits in Malaysia.

With the RPGT applied to less real property sellers, Najib hoped that the move would drive the real estate sector to grow at a speedier rate next year.

Meanwhile, Najib said hotel owners reinvesting in the refurbishment, renovation or expansion of their premises in next five years would receive 60 percent allowance on the extra investment made.

Najib said this was to encourage the hotel owners to tap the great potential in the country's tourism industry, adding that Malaysia was expecting more than 22 million tourist arrivals in the country this year.

Source: Xinhua

1 comments:

Ricard said...

Good news!

December 23, 2009 8:28 PM

Five Lessons from the eBay-Craigslist Fight

Five Lessons from the eBay-Craigslist Fight

Five Lessons from the eBay-Craigslist Fight
Entrepreneurs considering a strategic alliance can learn from the legal battle between the online auctioneer and the online classifieds site, says Tom Taulli

By Tom Taulli
Story Tools

Back in 2004, eBay (EBAY) purchased a 28.5% stake in Craigslist for $32 million. The online auctioneer and the online classifieds company planned to expand into global markets in a joint venture as well as share best practices. However, the relationship quickly deteriorated and eBay launched its own classifieds service, Kijiji, in 2007. EBay claims that there was a lack of seriousness to work together, whereas Craigslist says it wanted to remain in control and continue its mostly free services.

Now, the parties are embroiled in dueling lawsuits: EBay says that its stake was unfairly diluted and wants to get its original equity amount back. Craigslist says it's the victim of unfair competitive practices and violations of confidentiality. It wants to get all its shares back and receive damages for lost profits and malicious actions.

Such disputes are often settled out of court because of the expense and distraction involved, but the lawsuits are moving forward. EBay wants to maximize its ownership in Craigslist, which is a valuable asset (with 50 million unique monthly visitors and 19 billion page views) and continue to learn from its operations. As for the Craigslist, it is in the awkward position of having one of its largest competitors as a major shareholder.

As a result, we can get an inside look at big-time dealmaking—gone wrong and wild—that offers some valuable lessons for any entrepreneur contemplating a strategic agreement with another company. Let's take a look:

1. When issuing stock, include shareholder restrictions. The eBay-Craigslist dispute got its start because of a disgruntled shareholder who wanted the venture to focus much more on increasing profits. The shareholder owned a 28.5% stake in Craigslist and was actively shopping the shares from 2003 to 2004. There was nothing Craigslist could do because the shareholder agreement did not have resale restrictions. It would have been advisable for Craigslist to have insisted on a right-of-first-refusal clause, which gives the company and current investors the right to participate in any share sales before others.

In a similar vein, when transferring equity from your own company, make sure you hire a qualified securities attorney to craft strong resale restrictions. These clauses can get extremely complicated. Check out my previous column for what to consider when choosing a lawyer to help you do this.

2. Spell out the responsibilities of each of the partners. The eBay-Craigslist arrangement was a classic strategic relationship. To keep growing, eBay wanted to enter adjacent markets, such as classifieds. By having a board seat and significant equity stake, the company would be in a position to learn about the dynamics of a successful classifieds business. Ultimately, this could lead to joint ventures or even an acquisition, which is what eBay really wanted, according to the legal briefs.

Craigslist also received benefits, such as learning about running successful online marketplaces, dealing with illegal activities in online forums, putting together professional financial forecasts, and operating in foreign markets.

Then why did this relationship break down? It's far from clear. But there are hints. For example, Craigslist did not want to maximize profits or sell out to eBay. It also appeared that the initial share purchase was rushed by eBay to try to prevent Google (GOOG) from gaining a foothold in the classifieds market.

Generally, it's a good idea to spend time crafting your go-to-market strategy for an alliance and coming up with extensive deliverables before you sign off on the transaction. Key questions for both companies to hash out together include: Who will work on the various parts? What are the timelines? How are the capital contributions allocated? What is the profit split? In a way, it's as if both sides are putting together a comprehensive business plan. For more on what to consider, read my previous column.

3. Put an exit plan in place as part of the deal. It could be in the form of a buyout clause. Craigslist could have negotiated the right to purchase back the equity interest, but eBay rejected this. The company saw its ownership in Craigslist as vital and wanted it to be solid. According to its legal brief, Craigslist said there was a "gentleman's agreement" for a buyout arrangement. But such unwritten agreements are usually not enforceable, especially when they are between two sophisticated parties.

4. Protect confidential information. Intellectual property is often the most valuable asset for a company, especially in the tech world. This is why it's critical to negotiate hard on protecting confidentiality as well as limiting the use of information. As for the eBay-Craigslist dispute, there is disagreement on how broad these protections were in the shareholder agreement. Could this information be used for the launch of Kijiji? The courts will likely decide that question.

Besides strong contractual provisions, it is also smart to find other ways to protect intellectual property from the other party. This might include filing a patent with the federal government and making the technology a trade secret (which means taking comprehensive steps to protect its confidentiality).

5. Beware of tough terms. Even though eBay was a minority shareholder, it still managed to get lots of leverage. In the shareholder agreement, the company negotiated protections such as veto rights over the issuance of new shares; the ability to block certain transactions; a right to inspect the books; and a right of first refusal on the sale of the founders' shares. And of course, there was the right to compete in the classifieds market.

Sound one-sided? Keep in mind that companies with more leverage than yours can exact tough terms—and once you agree to them, it's nearly impossible to get rid of them. Of course, Craigslist did make some strong attempts to do so. By using a variety of intricate legal maneuvers, the company was able to reduce eBay's ownership from 28.5% to 24.85% and even eliminate its board seat. Of course, these actions resulted in one of its current lawsuits, which is likely to be expensive and time-consuming.

Had Craigslist negotiated stronger protections—such as a buyout clause—then these maneuverings would likely have been moot. Of course, there is a good chance that eBay would have balked. If so, the best choice for Craigslist may have been to find another buyer for the interest.

The eBay-Craigslist dispute offers a rare glimpse into the complexities of strategic alliances. Yes, even top operators can botch relationships. Like any complex business arrangement, you need strong planning, tough negotiations, and a good exit plan.

1 comments:

Ricard said...

Good lessons to learn: those compete in the existing markets, you would have to fight with bloody competitors like Red Ocean. Use Blue Ocean strategies, like go to new market with existing products or with different technologies in the same markets. Google, Apple and Microsoft, etc are competing in the same market with different core competencies and they succeeded and thrived in blue ocean, no bloody fight!

December 22, 2009 9:52 PM