Let us look at one of the several cases cited in the book to illustrate the failure of business partnership and the lessons we need to learn to make partnership work!!
The Beginnings
Three working associates had been working in a multi-national company in the country for 5 years. They had become friends and were becoming increasingly disenchanted with the conditions of service and their aspirations at the workplace. At one weekend social session, they realized that they could combine their expertise to form a company. Kwame had the knowledge and skill in marketing, Being in charge of the marketing division in his previous company, he was aware of the importance of information technology for both the manufacturing and service industry. He saw that there was an opportunity to start a company, which would offer services in software development system interpretation, and IT consulting. Borneo had been trained as a software engineer, and Eddie had had his qualification in information technology. The period seemed to be right. There seemed to be a great demand placed for creative software programs by the retail and service industries and what was available was expensive. Kwame initiated discussions on the possibility of starting a company with the two friends and they agreed with him.
The Structure of the Partnership
It didn’t take them long to resign from the company. All of them were not married yet. Kwame, whose relatives were relatively well off, decided to fund initial start-up capital requirements. He brought the money to hire the office, buy some used computer, and carry out the basic legal registration formalities. It was discussed and agreed that though Kwame had financed the start-up activities, all the partners would have exactly equal shareholding. The other two were to pay for their 33 1/3% by working and paying for their shares over the years, normally described as “sweat equity”. The agreement was not put into writing.
Kwame’s uncle advised him to be more cautious and not to enter into such a deal but Kwame was very optimistic that given the good faith he had seen of his friends, the equal shareholding would rather motivate the other two partners to work hard and pay for their shares while it emphasized the good-naturedness of the deal between the three friends. The company was registered as a limited liability holding, and all the shares issued were paid for him, but registered as paid for by the three partners equally.
The Growing Partnership
A year after the formation, the company, Nania, was making some good gains in the marketplace. But they were being denied the big pie because the big companies were refusing to deal with them. They didn’t have a respectable office, so they decided to look for an office in the central Accra business district. Again, through the influence of Kwame, they were able to secure one such office. The office had phone, furniture and fax machine and all they had to do was to pay rent. This arrangement was not captured in any equity stake and was considered as given by a friend. After an additional year of the company, the business began to grow. Infact, in the third year of operations, turnover had quadrupled, they had moved further to a bigger office, had acquired a better professional image and the future looked bright. That was when things started changing.
Seeds of Misunderstandings
It was becoming increasing difficult to take firm decisions for the direction of the company. Each felt they had made equal contribution and therefore needed to be heard. The three partners started becoming suspicious of each other. For instance, when they knew they needed to make some tough decisions especially bordering on financial matters, they had to politick among themselves and trade favors. One partner would woo the other to back him to arrive at some decision so that he can also provide similar support for the other partner in future.
Such trading of favours became the norm and increasingly the health of the company became affected because decisions tended to favor the personal interest of the parties concerned and not the company. It also became quite clear that Kwame was finding himself isolated by the other two and he knew he needed to do something.
He knew he had provided the initial capital, had carried out the company’s registration, had rented the office, and bought the equipment. But thinking that good naturedness on his part will rather motivate all the partners to put in their best, the friends had ignored his personal contributions and taken his sacrifices for granted. Now, they see the partnership as a 50/50 split.
The Break-Up
What broke the camel’s back was when they all agreed to get a Human Resource Consultant to establish guidelines for recruiting and training employees. Kwame realized that when it came to his department, Sales, the rules were set quite rigidly. A vivid case in point was when the Consultant established that incentives should be pegged to performance and indicators in the sales department. He did not establish similar standards for the other sections. Kwame questioned the motive and from the answer given, which was most unprofessional of the consultant, he knew something was wrong.
Things came to a head when the software department started slowing down on production and Kwame was feeling frustrated because he did not have much to sell. He considered withdrawing but he felt that of the three, he had placed most value on the business. The other two had still not paid anything to cover their shares and yet they argued they should be considered equal partners because on looking back, they had invested their knowledge and skill. It was not only start-up capital, which Kwame provided. When the going was tough initially, he had pumped in some working capital but that was also taken for granted. In the words of Kwame, “when you form a partnership based on friendship, you let a lot of things go unsaid or unvalued for the sake of friendship. This is what undermines the business considerations until finally you can’t hold it any longer.”
5 years after the business had started, Kwame realized that the conflict had seeped to the employees who numbered 28 from the 3 they started with, and the employees had started taking sides. He sought advice and realized they were cascading for the valley. He called a meeting one afternoon and delivered a proposal for the break-up of the company to the other partners.
Attempting to save the break-up: Options
According to Kwame, they were to bid for the company according to the rules of the “one-shot game.” The game was however to be covered by a proper legal arrangement. In the game, each partner was to place a value of the stake each partner had in the company. The bid was to be put in a sealed envelope and would be opened with all the 3 partners present at the same time. The partner who placed the highest value on the other partners would pay off the two, in accordance with the value placed.
Simply put, if a partner valued the company to be $300,000 and the other proposed $270,000 the one with the highest would pay take over the company and pay $100,000 each to the other two partners. Borneo and Eddie rejected the proposal because they felt that Kwame had much more capital backing and would bid highest but Kwame argued that the company should go to the one who placed the highest value on the business. By so doing, the highest bidder would be recognized as the one with the greatest degree of passion and aspiration to grow the company whatever the stakes. After a heated debate and exchanges, it was agreed that the company should be valued by an independent valuer. The valuation was done, and 6 years after the business was started the partnership was “abrogated” but with an interesting qualification.
Too Bad: The situation cannot be saved
Kwame bought out Borneo, the partner he considered to be the most worrisome who left for the United States thereafter. Eddie chose to remain but under Kwame’s terms. He became a minority shareholder with minimal say in day-to-day management operations except at the board where he would have the power to exercise one vote. A written agreement was made to cover this understanding and since the 2nd phase of the company began, there has not been any conflict or misunderstanding between the remaining partners.
There are five principal lessons here:
1.There is the need to for each of the partners to place similar value on the goal, direction and objectives of the business. In this light, it may be relevant to graduate a partner’s equity stake in the business depending upon his level of contribution. Friends are normally quick to base partnership on an equal percentage split regardless of each other’s contribution. But such misstep is what normally undoes the business.
2. It may be important not to have equal percentage stake in the business. This is because it undermines the ability of the management to be firm and decisive. Partners under 50/50 split perceive that they exercise equal authority in the business despite the different positions they may hold in the company and this disturbs the decision-making processes in the organization.
3. Partners need to be extra cautious with the role of external influences. This is because without knowing the totality of the situation, friends and relatives may ill-advise on issues they know little about.
4. Lack of written agreements has been known to be the undoing of several partnerships. And yet partnerships based on friendship are registered with the conviction that all that the friends needed was their trust. Wrong!! People change as they come into money and power.
As the business grows and a steady stream of income pours in, it may be necessary for the partners to undergo both self and cross examination to help them understand the changing effect of such influences on their lifestyles and the direction of the company. The aim here is not to deny partners’ inner urges for comfortable living but to help them understand themselves better and how their changing lifestyles will admittedly influence the fortunes of the company.
The writer, Ohene Kwaku Bonsu has authored a book on Business Partnerships in Ghana, citing several cases to illustrate why partnerships fail, and how partnerships work. For copies, contact him through the contact form of Joy Family Lodge, provided on the website or call, 233-24-4601003 / 233-21-290266.