The end of the affair
How to prevent business break-ups—or end them amicably
It has been a week of romantic second-chances in the business world. On March 11th Barrick Gold, the world’s most valuable gold producer, said it would no longer pursue its $17.8bn hostile quest for Newmont Mining, its nearest rival. Instead both parties agreed to form a joint venture (JV) to create the world’s largest gold-mining site, in north-eastern Nevada. The tie-up cemented the view that the state is the easiest place to get hitched in America.
近些天，商界不乏“再续前缘”的浪漫戏码。本月 11 日，全球市值最高的黄金生产商巴里克黄金公司（Barrick Gold）表示，将不再推进对其头号竞争对手纽蒙特矿业公司（Newmont Mining）价值 178 亿美元的恶意收购计划。相反，双方同意组建一家合资企业，在内华达州东北部打造全球最大的金矿。这项合作印证了一种说法——内华达是全美国结婚最方便的地方。
A day later in Japan, the partners in what had become the business world’s most spectacular falling-out announced a “new start” to their ménage-à-trois. Renault, Nissan and Mitsubishi launched a “consensus-based” board to replace the command-and-control structure imposed by Carlos Ghosn, who chaired all three companies until his arrest in Japan on charges of financial misconduct (which he denies). The aim is to rekindle the romance that began when Renault first rescued Nissan from near-bankruptcy in 1999.
一天后，在日本，原本闹出商界最大失和事件的各方宣布启动三角关系“新起点”。雷诺、日产和三菱成立了一个“基于共识”的董事会，取代了卡洛斯·戈恩（Carlos Ghosn）施行的管控体系。戈恩之前兼任三家公司的董事长，直至因涉嫌财务违规在日本被捕（但他否认有罪）。此番调整的目标是要重燃始于 1999 年的旧情，那一年雷诺首次将日产从破产边缘解救出来。
Such JVS and strategic alliances, however schmaltzy, receive too little attention as business entities. They lack the swashbuckling allure of mergers and acquisitions (M&A). Investment bankers shun them because they generate few fees. Yet they are indispensable. They enable businesses to collaborate without entering the touchy terrain of changing who controls them. The RenaultNissan-Mitsubishi alliance is a car-producing powerhouse. But it is also a textbook example of why such structures often go wrong.
如此组建的合资企业和战略联盟不管有多煽情，获得的关注都很少。它们缺乏并购的那种惊心动魄。投资银行家绕道而行，因为他们能从中收取的费用太少。但这样的交易不可或缺。它们让企业无需触及敏感的更换控制权问题就能建立协作。雷诺 – 日产 – 三菱联盟是一个强大的汽车生产集团，却也是示例说明这类结构为何往往会出问题的教科书式典型。
JVS and strategic alliances are structured differently but share some characteristics. As pwc, an accountancy firm, describes it, a jv enables companies to pool resources in a separate business entity, like the Nevada gold company. An alliance is looser; it allows firms to share production platforms, for instance, which lets them preserve more autonomy, as in the car industry. In an era of globalisation, blurred lines between industries and technological disruption, such ad hoc relationships become more important. Firms want to keep their options open, rather than undergoing the Herculean task of buying and integrating a firm that may not provide the answers to the challenges of the age. By some estimates, the value of JVS and alliances is growing even faster than m&a.
The partnerships share some overlapping motivations. The most common is to enable cross-border transactions. In some countries (like China) and some industries (like airlines), they have been a key way to enter new markets. Call these long-distance relationships. A second is access to new products and technologies; pharmaceutical firms forming partnerships with biotech companies, for example. In other words, friends with benefits. The most traditional rationale is cost-savings, which underpins Barrick-Newmont’s jv. This is a bit like civil unions: closely akin to marriage, but not quite. The most modern motivation is to avoid the threat of strategic disruption. In the car industry, for instance, electrification and autonomous driving are forcing companies to pool ideas. A study by the Boston Consulting Group says that a typical European carmaker has more than 30 partners across five different industries in a handful of countries. Call this constructive promiscuity: sleeping around to gain experience.
这类伙伴关系有一些共同的动机。最常见的是方便跨境交易。在一些国家（如中国）和一些行业（如航空业），这是打入新市场的主要途径。不妨称之为“异地恋”。第二常见的是为获取新产品和技术，例如制药公司与生物技术公司建立的合作。这可以叫做“床伴”关系。最传统的理由是为节省成本，巴里克 – 纽蒙特的合资就是出于这个原因。这有点像“民事结合”：非常近似于婚姻，又不完全是。最现代的动机是避免战略性颠覆的威胁。例如在汽车行业，电气化和自动驾驶正迫使汽车厂商联手谋划应对之计。波士顿咨询集团的研究表明，一般而言，一家欧洲汽车制造商拥有 30 多个分布在多个国家的五个不同行业里的合作伙伴。可称之为“建设性滥交”：为增长经验而到处留情。
While hookups may be easier to pull off than a full-scale merger, they often end in tears. According to Water Street Partners, a consultancy, only around half succeed. Common reasons why they go wrong include partners’ changing strategic objectives, new executives finding them tedious, and culture clashes. Under Mr Ghosn, the Renault-Nissan-Mitsubishi alliance eventually came to exemplify many of their worst traits. It and other tie-ups could do with a corporate equivalent of a “prenup” clause—a legal contract stating how to terminate the relationship when the passion runs out.
虽然这类短暂随意的“勾搭”也许比全面合并更易实现，但也常常以眼泪收场。据咨询公司 Water Street Partners 称，这类合作的成功率只有约 50%。失败往往是因为合作伙伴改变战略目标，或新主管认为这种关系索然无味，还有就是文化冲突。在戈恩的领导下，雷诺 – 日产 – 三菱联盟最终成为一个典型，体现了这种关系的诸多最糟糕的特征。该联盟及其他类似的合作关系可以订立“婚前协议”的企业版本，明确在激情褪去时如何终止关系。
The Franco-Japanese fling started out well, with a clear, limited aim: Mr Ghosn was parachuted in by Renault to rescue Nissan. Then the focus turned to preserving each firm’s independence and sharing costs such as purchasing. Though there were cross-shareholdings, their main objective was not control.
雷诺 – 日产 – 三菱这段法日情缘一开始是好的，目标清晰而有限度：雷诺空降戈恩来拯救日产。之后，工作的焦点转向保持各家公司的独立性并分担采购等方面的成本。虽然存在交叉持股，但各方的主要目标不在于争夺控制权。
But as often happens in partnerships, control eventually became a problem. Mr Ghosn began to consider a full-scale merger, on terms the Japanese executives feared would be unequal—even though Nissan had become the stronger partner. The alliance had no governance structures in place for dealing with such questions; it was shaped largely by the force of Mr Ghosn’s personality. That may be why things only came to a head when the police arrested him in Tokyo last November.
但正如婚恋关系中常见的那样，控制权最终还是成为了问题。戈恩开始考虑全面合并，而尽管日产已成为较强大的一方，日方高管仍担心合并条款会不平等。该联盟并无适当的治理结构来处理这类问题，因为它主要是由戈恩个人的人格力量塑造的。也许正因如此，警方去年 11 月在东京逮捕他时，联盟才突然走到了紧急关头。
It is a credit to the alliance that it has, at least for now, survived the bedroom brawl. On March 12th Jean-Dominique Senard, Renault’s chairman, took the helm of a new four-man board, that includes the bosses of the three car companies, and which aims to replace the patriarchal Mr Ghosn. To further mollify the Japanese, Mr Senard is likely to be vice-chairman of Nissan, not chairman.
所幸该联盟总算是床头吵架床尾和，至少目前如此。12 日，雷诺集团董事长让-多米尼克·塞纳德（Jean-Dominique Senard）执掌全新的四人董事会。该董事会由三家汽车公司的老板组成，取代以往专权的戈恩。为进一步安抚日本人，塞纳德很可能只担任日产的副董事长，而非董事长。
Behind the boardroom door
Some of the Ghosn-era shortcomings remain, however. Strategic objectives are still ill-defined. The questions of ownership continue to be taboo, even as the alliance moves further to combine operations. There are no rules for resolving disputes; Mr Senard said only that he would use his diplomatic skills if they arose. The potential for clashes persists (as Japanese journalists noted, Renault provides two of the alliance’s board members, Nissan and Mitsubishi one each). And there is no hint of a prenup.
If partnerships want to adapt to new circumstances, taking evolving strategies and strong personalities in their stride, they should do what Renault-Nissan-Mitsubishi has failed to and establish clear rules of engagement—and disengagement, just as banks now have “living wills” to wind them down if disaster strikes. JVS and alliances are tricky to manage for a reason. The more successful they become, the more the question of control that they were set up to avoid will rear its ugly head.
合作关系如果想适应新形势，从容应对战略变化和强势个人，就应该从雷诺 – 日产 – 三菱联盟的例子里汲取教训，能其所不能，制定明确的合作规则，以及分离方式——就像银行现在订立“生前遗嘱”明确在遭遇危机时如何有序倒闭那样。合资企业和联盟难以管理是有原因的。联盟发展越是成功，成立之初意图避免的控制权问题就越容易冒头。