workshop c partnerships for the future chaired by sarah kirkwood director of governance and nursing...

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: a.rumbold@bwbllp.com

Scott DarraughCEOSalford adVentures