workshop c partnerships for the future chaired by sarah kirkwood director of governance and nursing...
TRANSCRIPT
Workshop CPartnerships for the Future
Chaired bySarah KirkwoodDirector of Governance and NursingNottingham CityCare Partnership
Abbie RumboldPartner,Bates, Wells & Braithwaite
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?
A.Collaborative working – an overview
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 don’t!
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
B.What do we need to think about?
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
Collaboration Checklist (4) - Exit
Termination – methods/timing Consequences Joint ownership problems:
Intellectual property and brand Land/premises Staff? Other assets
Dispute resolution
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?
Legal vehicle
Companies CICs Charities Limited Liability Partnerships
D.Conclusions
Conclusions
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 EnterprisePartner Bates Wells & Braithwaite London LLP2-6 Cannon StreetLondonEC4M 6YH
Tel: 020 7551 7750
Email: [email protected]
Scott DarraughCEOSalford adVentures