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Mergers and acquisitions is one of the best processes of corporate restructuring that has gained substantial prominence in the

present day corporate world. Restructuring usually means major changes and modifications in the corporate strategies and beliefs. This shift in strategic alliances is done with a desire to have an edge over competitors, eventually creating a new economic paradigm. Businesses across the corporate world have only two options in hand to expand their operation and gain substantial profits. One way is to grow through internal expansion by means of introducing new technologies, altering the course of operations, enhancing work performance, and establishing new lines of products or services. Through this business grow gradually over time but the new strategy of external expansion has completely changed the business sector across the world. This external expansion takes place in the form of merger, acquisitions, takeovers, and amalgamations, dramatically supporting the globalization of businesses. Merger, acquisitions, takeovers, and amalgamations have become essential components of business restructuring. The process brings separate companies together to form a larger enterprise and increase economies of sale. The increasing popularity of it is attributed to high-end competition and breaking of trade barriers. This expansion is either done through absorption or consolidation. Absorption is a condition in which two or more companies come together to perform operations in an existing company whereas in case of consolidation, companies come together and create a completely new entity for their combined operations. Mergers and acquisitions is a team of skilled, talented, and experienced industry professionals which revolutionizes corporate strategies and set new benchmarks in the business world. With our team of qualified professionals we offer a cost-efficient and dynamic solution to your needs and requirements with regards to merger and acquisitions. We take care of all the stages in the process starting from business valuation to operating the venture. Whether it is acquiring a new business, disposing off your business, merging with another company, structuring new entities, initiating joint ventures, or any kind of amalgamation of companies, our team is committed to offer a supportive hand during all the stages. With an assurance of smooth transactions and focus on optimized benefits, we offer value added solutions to all deals. The prime objective of our company is to create a niche of core competencies and improve transform the organizational culture to a better and improved form. We design and develop systems in accordance to the changing face of business across all industrial sectors. In our services and in our philosophies we keep ourselves aligned to the changing scenario. We at Mergers and acquisitions are committed to extend our relationship with clients beyond the professional horizons to provide them high level of satisfaction and assurance. In the present day business world, the procedure is hugely being used across various industrial segments including telecommunication, hospitality, pharmaceuticals, and information technology. All the industrial progresses are based on external expansion and look ahead to expand their customer base, gain credibility, and break all barriers in the market segment.

RECENT MERGERS
Global M&A is one of the most happening and fundamental element of corporate strategy in today's world. Many companies around the world have merged with each other with a motive to expand their businesses and enhance revenue. In the span of few years there are many companies coming together for betterment across the globe. Recent mergers and acquisitions 2011 are Lipton Rosen & Katz in New York, Sullivan & Cromwell LLP in New York, Slaughter & May in London, Mallesons Stephen Jaques in Sydney, and Osler Hoskin & Harcourt LLP in Toronto. Even in India merger and acquisition has become a fashion today with a cut throat competition in the international market. There are domestic deals like Penta homes acquiring Agro Dutch Industries, ACC taking over Encore Cement and Addictive, Dalmia Cement acquiring Orissa Cement, Edelweiss Capital acquiring Anagram Capital. All these are recent merger and acquisition 2010 valued at about USD 2.16 billion. Apart from these there are other successful mergers in India as follows:

Tata Chemicals took over British salt based in UK with a deal of US $ 13 billion. This is one of the most successful recent mergers and acquisitions 2010 that made Tata even more powerful with a strong access to British Salt's facilities that are known to produce about 800,000 tons of pure white salt annually. Merger of Reliance Power and Reliance Natural Resources with a deal of US $11 billion is another biggest deal in the Indian industry. This merger between the two made it convenient and easy for the Reliance power to handle all its power projects as it now enjoys easy availability of natural gas. Airtel acquired Zain in Africa with an amount of US $ 10.7 billion to set new benchmarks in the telecom industry. Zain is known to be the third largest player in Africa and being acquired by Airtel it is deliberately increasing its base in the international market. ICICI Bank's acquisition of Bank of Rajasthan at aout Rs 3000 Crore is a greta move by ICICI to enhance its market share across the Indian boundaries especially in northern and western regions. Fortis Healthcare acquired Hong Kong's Quality Healthcare

Asia Ltd for around Rs 882 Crore and is now on move to acquire the largest dental service provider in Australia, the Dental Corp at about Rs 450 Crore. MERGER ARBITRATION Merger arbitrage is the business of stock trading in companies that are known to acquire takeovers or undergo mergers. The process involves buying a stock at a defined price for immediate sale at a higher price. There is mainly a hedge fund where all the stocks and shares of merging companies are brought and sold simultaneously to ensure a risk-free profit. A merger arbitrageur who takes care of the stock trading often takes advantage of this process because stock prices often come down during the merger. Later on when the merger is complete the prices increases and the arbitrageur always take profit of this thin line discrepancy of stock prices. It is a fairly simple concept with which the offer and the target price often come into action. During the announcement of the merger, the stocks either decreases slightly or the stock of the acquirer jumps significantly. The jump is mainly based on the offer price that is between two extremes: an all cash offer or a pure stock offer. Merger transactions can gives an option of all cash offer or an all stock offer. In certain cases it can also come up as a combination of the two that also includes the existence of debts and bonds in the process. In this process of price variation and option selection, merger arbitrage is possible. This is because the stock of the target firm is usually de-listed because of its possibility of not reaching the offer price until the deal is finalized. The best way to conduct a merger arbitrage is to purchase the stock after the announcement of the merger and sell it after the deal finalization when the stock reaches the offer price. STRATEGIES FOR MERGERS AND ACQUISITIONS Strategies play an integral role when it comes to merger and acquisition. A sound strategic decision and procedure is very important to ensure success and fulfilling of expected desires. Every company has different cultures and follows different strategies to define their merger. Some take experience from the past associations, some take lessons from the associations of their known businesses, and some hear their own voice and move ahead without wise evaluation and examination.

Following are some of the most essential strategies of merger and acquisition that can work wonders in the process:

The first and foremost thing is to determine business plan drivers. It is very important to convert business strategies to set of drivers or a source of motivation to help the merger succeed in all possible ways. There should be a strong understanding of the intended business market, market share, and the technological requirements and geographic location of the business. The company should also understand and evaluate all the risks involved and the relative impact on the business. Then there is an important need to assess the market by deciding the growth factors through future market opportunities, recent trends, and customer's feedback. The integration process should be taken in line with consent of the management from both the companies venturing into the merger. Restructuring plans and future parameters should be decided with exchange of information and knowledge from both ends. This involves considering the work culture, employee selection, and the working environment as well. At the end, ensure that all those involved in the merger including management of the merger companies, stakeholders, board members, and investors agree on the defined strategies. Once approved, the merger can be taken forward to finalizing a deal.

CORPORATE MERGERS AND ACQUISITIONS Corporate merger and acquisition is defined as the process of buying, selling, and integrating different corporations with the desire of expansion and accelerated growth opportunities. This kind of association in any form plays an integral role when it comes to business and economy as it results in significant restructuring of a business. The key objective of corporate mergers and acquisitions is to increase market competition. This can be done in various ways using different methods of merger like horizontal merger, conglomeration merger, market extension merger, and product extension merger. All the types work towards a common goal but behold different characteristics suited to get the best outcome in terms of growth, expansion, and financial performance. In many significant ways, this kind of restructuring a business proves to be beneficial to the corporate world. It greatly helps to share all

resources, skills, talents, and knowledge that eventually increases the wisdom bar within the company. This can further help to combat the competitive challenges existing in the market. Further to that, elimination of duplicate departments, possibility of cross selling, reduction of tax liability, and exchange of resources are other big time benefits of corporate merger and acquisition. This not only helps to cut the extra cost involved in the operation and gain financial gains but also help to expand across boundaries and enhance credibility. This in the long run help increase revenue and market share, fulfillment of the only desire that drives the growth of M&A.

AMALGATION OF COMPANIES
Amalgamation is defined as a simple arrangement or reconstruction of business. It is a process that involves combining of two or more companies as either absorption or as blend. Two or more companies can either be absorbed by an entirely new firm or a subsidiary powered by one of the basic firm. In such cases all the shareholders of the absorbed company automatically become the shareholders of the ruling company as the amalgamating company loses its existence. All the assets and liabilities are also transferred to the new entity. Amalgamation has given different forms to different actions in due course of the merger taking place. It can either be classified in the nature of merger or in the nature of purchase. If the process takes place in the nature of merger then the all assets, liabilities, and shareholders holding not less than 90% of equity shares are automatically transferred to the new company or the holding company by virtue of the amalgamation. When amalgamation takes place in nature of purchase then the assets and liabilities of the company are taken over by the ruling company. All the properties and characteristics of amalgamating company should vest with the other company. Even the shareholders holding shares not less than 75% should transfer their shares to the transferee company. In such a case any company does not purchase the business resulting in a takeover, the transferor company does not completely lose its existence. REVERSE MERGER

A reverse merger refers to an arrangement where private company acquires a public company, usually a shell company, in order to acquire the status of a public company. Also known as a reverse takeover, it is an alternative to the traditional initial public offering (IPO) method of floating a public company. It is an easier way that allows private companies to change their type while avoiding the complex regulations and formalities associated with an IPO. Also, the degree of ownership and control of the private stakeholders increases

in the public company. It also leads to combining of resources thereby giving greater liquidity to the private company. To ensure a smooth reverse merger, the public company should be a shell company, that is, the one which simply has an organization structure but negligible business activity. It is only an organizational entity on paper with no significant existence in the market. Reverse merger is a speedy and cheaper way of becoming a public company within a maximum period of 30 days. Alternatively, the IPO route takes almost a year. Moreover, public companies normally have greater valuation due to the greater investor confidence enjoyed by them. Hence acquiring one will push the private company up the growth ladder. However, it faces stability risk because the owners of the shell company might sell their stakes once the new company decides to raise the market price of its shares. This may lead to a complete operational chaos because the management of private companies have negligible experience of running a public company. BANK MERGERS AND ACQUISITIONS Mergers and acquisitions in the banking sector is a common phenomenon across the world. The primary objective behind this move is to attain growth at the strategic level in terms of size and customer base. This, in turn, increases the credit-creation capacity of the merged bank tremendously. Small banks fearing aggressive acquisition by a large bank sometimes enter into a merger to increase their market share and protect themselves from the possible acquisition. Banks also prefer mergers and acquisitions to reap the benefits of economies of scale through reduction of costs and maximization of both economic and non-economic benefits. This is a vertical type of merger because all banks are in the same line of business of collecting and mobilizing funds. In some instances, other financial institutions prefer merging with a bank in case they provide a similar type of banking service. Another important factor is the elimination of competition between the banks. This way considerable amount of funds earlier used for sustaining competition can be channelized to grow the banking business. Sometimes, a bank with a large bad debt portfolio and poor revenue will merge itself with another bank to seek support for survival. However, such types of mergers are accompanied with

retrenchment and a drastic change in the organizational structure. Consolidating the business also makes the bank robust enough to sustain in the every-changing business environment. They find it easier to adapt themselves quickly and grow in the domestic and international financial markets.

BENEFITS OF MERGERS AND ACQUISITIONS


Merger and acquisition has become the most prominent process in the corporate world. The key factor contributing to the explosion of this innovative form of restructuring is the massive number of advantages it offers to the business world. Following are some of the known advantages of merger and acquisition:

The very first advantage of M&A is synergy that offers a surplus power that enables enhanced performance and cost efficiency. When two or more companies get together and are supported by each other, the resulting business is sure to gain tremendous profit in terms of financial gains and work performance. Cost efficiency is another beneficial aspect of merger and acquisition. This is because any kind of merger actually improves the purchasing power as there is more negotiation with bulk orders. Apart from that staff reduction also helps a great deal in cutting cost and increasing profit margins of the company. Apart from this increase in volume of production results in reduced cost of production per unit that eventually leads to raised economies of scale. With a merger it is easy to maintain the competitive edge because there are many issues and strategies that can e well understood and acquired by combining the resources and talents of two or more companies. A combination of two companies or two businesses certainly enhances and strengthens the business network by improving market reach. This offers new sales opportunities and new areas to explore the possibility of their business. With all these benefits, a merger and acquisition deal increases the market power of the company which in turn limits the severity of the tough market competition. This enables the merged firm to take advantage of hi-tech technological advancement against obsolescence and price

wars. HISTORY OF MERGERS AND ACQUISITIONS The concept of merger and acquisition in India was not popular until the year 1988. During that period a very small percentage of businesses in the country used to come together, mostly into a friendly acquisition with a negotiated deal. The key factor contributing to fewer companies involved in the merger is the regulatory and prohibitory provisions of MRTP Act, 1969. According to this Act, a company or a firm has to follow a pressurized and burdensome procedure to get approval for merger and acquisitions. The year 1988 witnessed one of the oldest business acquisitions or company mergers in India. It is the well-known ineffective unfriendly takeover bid by Swaraj Paul to overpower DCM Ltd. and Escorts Ltd. Further to that many other Non-Residents Indians had put in their efforts to take control over various companies through their stock exchange portfolio. Volume is tremendously increasing with an estimated deal of worth more than $ 100 billions in the year 2007. This is known to be two times more than that of 2006 and four times more than that of the deal in 2006. Further to that, the percentage is continuously increasing with high end success in business operations. As for mow the scenario has completely changed with increasing competition and globalization of business. It is believed that at present India has now emerged as one of the top countries entering into merger and acquisitions. SUCCESS OF MERGERS AND ACQUISITIONS

Mergers & Acquisitions have become a common strategy to consolidate business. The basic aim is to reduce cost, reap the benefits of economies of scale and at the same time expand market share. For many people, mergers simply mean sharing resources and costs to increase bottomlines. However, it is not as simple as it sounds. According to statistical reports, more than 64% of the times the mergers fail to accomplish the promised results. They suffer from a decline in the shareholders' wealth and conflicts in management. Therefore, a success of any merger initiative primarily depends upon the objective behind the need for a merger. Following globalization, many small organizations hastily got into mergers to stand against highlycompetitive, large scale multinational corporations. They took mergers as a protective strategy to save their business from being perished in the newly created dynamic environment. Unfortunately, in many cases, it did not work due to lack of proper planning and implementation of the planned merger.

Moreover, the high costs of business consolidation (professional fees of bankers, lawyers, advisors, paperwork, etc.) could not be covered by the combined revenue of the merged organization leading to its failure. Another reason for an unsuccessful merger is the lack of efficient management to unite different organizational cultures. The most challenging task is to bring together people and make them work as a team. Establishing a new organizational structure that fits all the employees is also difficult. Hence, many fearing retrenchment resign leading to a complete break-down at the operational level.

Merger agreement is a contract that comprehensively lists down all details governing the merger of one or more companies. It is a main document that is legally binding on all the parties to the contract. To make it enforceable, the agreement has to be approved by and duly signed by the authorized parties. It can be cancelled under circumstances where any party fails to comply with the laid down terms and conditions. The agreement should take into account all possibilities and lay down the plan of action for the same. The legal terminology should be correctly and carefully used. Moreover, any spelling mistake in the names can nullify the contract. A number of formats are easily available for drafting a merger agreement. But due to the level of complexity and accountability involved, they are normally drafted by law firms for their clients. Some of the important components of the agreement are:

Agreement date - It is the date on which the agreement became enforceable. Names of the merging parties - Complete names of all the companies merging their business. Type of industry - It refers to the industry in which the merger is taking place. For instance, merger of two drug-making companies belong to the industry Biotechnology & Drugs. Type of sector - In the above example, the sector is Healthcare. Jurisdiction - It is important to identify the laws governing the jurisdiction Other important details like members of the management, valuation of shares, liability of the members, valuation of tangible assets, etc.

TYPES OF MERGERS AND ACQUISITIONS


There are many types of mergers and acquisitions that redefine the business world with new strategic alliances and improved corporate philosophies. From the business structure perspective, some of the most common and significant types of mergers and acquisitions are listed below: Horizontal Merger This kind of merger exists between two companies who compete in the same industry segment. The two companies combine their operations and gains strength in terms of improved performance, increased capital, and enhanced profits. This kind substantially reduces the number of competitors in the segment and gives a higher edge over competition. Vertical Merger Vertical merger is a kind in which two or more companies in the same industry but in different fields combine together in business. In this form, the companies in merger decide to combine all the operations and productions under one shelter. It is like encompassing all the requirements and products of a single industry segment. Co-Generic Merger Co-generic merger is a kind in which two or more companies in association are some way or the other related to the production processes, business markets, or basic required technologies. It includes the extension of the product line or acquiring components that are all the way required in the daily operations. This kind offers great opportunities to businesses as it opens a hue gateway to diversify around a common set of resources and strategic requirements. Conglomerate Merger Conglomerate merger is a kind of venture in which two or more companies belonging to different industrial sectors combine their operations. All the merged companies are no way related to their kind of business and product line rather their operations overlap that of each other. This is just a unification of businesses from different verticals under one flagship enterprise or firm. MERGERS AND ACQUISITIONS IN INDIA India in the recent years has showed tremendous growth in the M&A deal. It has been actively playing in all industrial sectors. It is widely spreading far across the stretches of all industrial verticals and on all business platforms. The increasing volume is witnessed in various sectors like that of finance, pharmaceuticals, telecom, FMCG, industrial development, automotives and metals. The volume of M&A transactions in India has apparently increased to about 67.2 billion USD in 2010 from 21.3 billion USD in 2009. At present the industry is witnessing a whopping 270% increase in M&A deal in the first quarter of the financial year. This increasing percentage is mainly attributed to the increasing cross-border M&A transactions. Over that increasing interest of foreign companies in Indian

companies has given a tremendous push to such transactions. Large Indian companies are going through a phase of growth as all are exploring growth potential in foreign markets and on the other end even international companies is targeting Indian companies for growth and expansion. Some of the major factors resulting in this sudden growth of merger and acquisition deal in India are favorable government policies, excess of capital flow, economic stability, corporate investments, and dynamic attitude of Indian companies. The recent merger and acquisition 2011 made by Indian companies worldwide are those of Tata Steel acquiring Corus Group plc, UK based company with a deal of US $12,000 million and Hindalco acquiring Novelis from Canada for US $6,000 million. With these major mergers and many more on the annual chart, M&A services India is taking a revolutionary form. Creating a niche on all platforms of corporate businesses, merger and acquisition in India is constantly rising with edge over competition. DIFFERENCE BETWEEN ACQUISITIONS AND MERGERS

Merger and acquisition is often known to be a single terminology defined as a process of combining two or more companies together. The fact remains that the so-called single terminologies are different terms used under different situations. Though there is a thin line difference between the two but the impact of the kind of completely different in both the cases. Merger is considered to be a process when two or more companies come together to expand their business operations. In such a case the deal gets finalized on friendly terms and both the companies share equal profits in the newly created entity. When one company takes over the other and rules all its business operations, it is known as acquisitions. In this process of restructuring, one company overpowers the other company and the decision is mainly taken during downturns in economy or during declining profit margins. Among the two, the one that is financially stronger and bigger in all ways establishes it power. The combined operations then run under the name of the powerful entity who also takes over the existing stocks of the other company. Another difference is, in an acquisition usually two companies of different sizes come together to combat the challenges of downturn and in a merger two companies of same size combine to increase their strength and financial gains along with breaking the trade barriers. A deal in case of an acquisition is often done in an unfriendly manner, it is more or less a forceful or a helpless association where the powerful

company either swallows the operation or a company in loss is forced to sell its entity. In case of a merger there is a friendly association where both the partners hold the same percentage of ownership and equal profit share. PROBLEMS OF ACQUISITIONS AND MERGER It's a well known fact that a good number of mergers fail because of various factors including cultural differences and flawed intentions. Most companies when sign an agreement often get a create a bigger picture of their expectations as they believe in pure concept of higher capital gains when two are combining together. This belief is not always true as conditions in the market and economy often rules the operation and functioning of any company. The history of merger and acquisitions have revealed that almost two thirds of the mergers taking place experience failure and feel disappointed on their own terms and pre defined parameters. At times even the motivation driving the mergers can prove to be intangible. There are many factors contributing to the failure and elements that are problems of mergers and acquisition. There are many aspects that should be understood and analyzed before signing an agreement because even one small mistake in taking a decision can completely dump both the companies with an irreversible impact. Some of the prominent issues with regards to failure of M&A are as follows: A flawed intention in terms of unethical motivation or high expectations can eventually lead to failure of the merger. If any company desires high capital gain along with glory and fame irrespective of the corporate strategy defined to fulfill the requirements of the company, the merger fails. Any kind of agreement based completely on the optimistic stock market condition can also lead to failure as stock market is an uncertain entity. In such cases more risks are involved with the prevailing merger. Cultural difference is also a big problem in case of a merger. When two companies from different corporate cultures come together it becomes a really challenging task to integrate the cultures of both the companies. It is certainly difficult to maintain the difference and move ahead for success without any kind of integration. PROCESS OF MERGERS AND ACQUISITIONS It's a well known fact that a good number of mergers fail because of various factors including cultural differences and flawed intentions.

Most companies when sign an agreement often get a create a bigger picture of their expectations as they believe in pure concept of higher capital gains when two are combining together. This belief is not always true as conditions in the market and economy often rules the operation and functioning of any company. The history of merger and acquisitions have revealed that almost two thirds of the mergers taking place experience failure and feel disappointed on their own terms and pre defined parameters. At times even the motivation driving the mergers can prove to be intangible. There are many factors contributing to the failure and elements that are problems of mergers and acquisition. There are many aspects that should be understood and analyzed before signing an agreement because even one small mistake in taking a decision can completely dump both the companies with an irreversible impact. Some of the prominent issues with regards to failure of M&A are as follows: A flawed intention in terms of unethical motivation or high expectations can eventually lead to failure of the merger. If any company desires high capital gain along with glory and fame irrespective of the corporate strategy defined to fulfill the requirements of the company, the merger fails. Any kind of agreement based completely on the optimistic stock market condition can also lead to failure as stock market is an uncertain entity. In such cases more risks are involved with the prevailing merger. Cultural difference is also a big problem in case of a merger. When two companies from different corporate cultures come together it becomes a really challenging task to integrate the cultures of both the companies. It is certainly difficult to maintain the difference and move ahead for success without any kind of integration. PROCESS

Merger and acquisition process is the most challenging and most critical one when it comes to corporate restructuring. One wrong decision or one wrong move can actually reverse the effects in an unimaginable manner. It should certainly be followed in a way that a company can gain maximum benefits with the deal.

Following are some of the important steps in the M&A process: Business Valuation Business valuation or assessment is the first process of merger and acquisition. This step includes examination and evaluation of both the present and future market value of the target company. A thorough research is done on the history of the company with regards to capital gains, organizational structure, market share, distribution channel, corporate culture, specific business strengths, and credibility in the market. There are many other aspects that should be considered to ensure if a proposed company is right or not for a successful merger. Proposal Phase Proposal phase is a phase in which the company sends a proposal for a merger or an acquisition with complete details of the deal including the strategies, amount, and the commitments. Most of the time, this proposal is send through a non-binding offer document. Planning Exit When any company decides to sell its operations, it has to undergo the stage of exit planning. The company has to take firm decision as to when and how to make the exit in an organized and profitable manner. In the process the management has to evaluate all financial and other business issues like taking a decision of full sale or partial sale along with evaluating on various options of reinvestments. Structuring Business Deal After finalizing the merger and the exit plans, the new entity or the take over company has to take initiatives for marketing and create innovative strategies to enhance business and its credibility. The entire phase emphasize on structuring of the business deal. Stage of Integration This stage includes both the company coming together with their own parameters. It includes the entire process of preparing the document, signing the agreement, and negotiating the deal. It also defines the parameters of the future relationship between the two. Operating the Venture After signing the agreement and entering into the venture, it is equally important to operate the venture. This operation is attributed to meet the said and pre-defined expectations of all the companies involved in the process. The M&A transaction after the deal include all the essential measures and activities that work to fulfill the requirements and desires of the companies involved.

JOINT VENTURE Joint venture, commonly known as JV, is a contractual arrangement between two or more parties who agree to come together to undertake a business project. All the parties contribute capital and share profits and losses in a decided ratio. Joint ventures are a type of partnership that is always executed through a written contract known as a joint venture agreement (JVA). These contracts are registered and are legally binding on the parties. Moreover, they are temporary in nature because they are executed for a definite period of time to accomplish a specific purpose. The contract automatically dissolves after the expiry of the decided time period. Joint ventures are typically used in high-risk business propositions that require considerable amount of investment and technical expertise. That is why all research and development activities are mainly undertaken through joint ventures. Overall, joint ventures help to safely penetrate untapped markets and create new distribution links. It increases the capacity and creates a larger pool of resources. Such partnerships were increasingly formed during the initial stages of the IT boom in India. People were new to the virtual environment and were skeptical about its success. Therefore, many JVs were formed to enter online business or e-commerce. However, the success of any JV depends upon the coordination and understanding between the parties. They should prefer hiring a law firm to draft a detailed JVA to handle conflicting clauses.