Internationalization – Subsidiary Office Or Foreign Branch?

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Whether you want to make business with foreign individuals, or you think seriously to purchase foreign companies you will have to confront yourselves with the logics of corporate evaluation.

Nowadays the definition of a true and correct rating is the decisive, essential requirement to take entrepreneurial choices, even more in international contexts.

In the present article I’m going on from financial aspects to insurance ones while digressing into more specific topics of international law. I’m going to deal with these themes in a confident way and perhaps I will be lacking in not choosing a univocal content but in this way I think I will offer you interesting hints if you have decided to cross the national borderlines.

It is a matter of relying on professional people that can base their analysis on the most accurate methodologies. The rating has to show clearly the informative resources from which it takes its information, it has to allow transnational comparisons or through different principles of accounting.

The risk can be reduced thanks to reliable information but it can be held in a more traditional way too and rationalized through insurance tools.

Usually when we speak about internationalization and insurance processes we mean typical risks due to the country situation and credit. I want to focus your attention on some very common tricks to which the insurance world has reacted with Ad Hoc tools.

Let’s start with the Director and Officer insurance that prevents managers and administrators from claims for compensation because of their conducts. In some countries the risk due to these events is very high and providing an entrepreneur with tools of this kind can be very useful in order to recruit professional people with high profile that will be able to work in a safer, comfortable way.

There are countries where conflicts caused by mobbing, downgrading, discriminatory dismissal are highly probable and this is why it is very useful to rely on ad hoc insurance tools.

Unfortunately it has become very useful the so called Crime Insurance that assures the company even against account fraud and embezzlement. Moreover there are advance tools that offer a coverage in case of purchaser’s non-fulfilment during the purchase of a third foreign company

The concept to keep clearly in mind is that with the internationalisation the risk outline changes and the frame of insurance tools on which to rely on has accordingly to change as well.

I’m going to close my analysis with an in-depth examination of a couple of topics bound to the international corporate law.

Subsidiary office or foreign branch? The first one has the advantage of being more easily established at lower cost. The second one, with its more complex structure, guarantees the limitation of the risk capital to the branch’s alone; meanwhile in case of subsidiary office it is always the head office to answer jointly and severally for any events. Besides notice that the structure of a branch allows the entry of local partners.

An other extremely interesting aspect of this topic is represented by the join-venture: this is a contract that disciplines the cooperation among companies and its aim is the realisation of a specific economic project.

Though it can be established among Italian firms too, it is normally used for international cooperation. Just think about the importance of local partners’ knowledge while penetrating into a new market as some topical operations have recently showed in the automotive fields.

The join-venture can be both contractual and corporative: in the first case and for temporary relationships, there is just a contractual bound, while in the second case there is a deeper cooperation represented by the establishment of a dedicated company.

Apart from the aspects of the matter considered above and since the complexity of economic context, I think the best piece of advice is to rely on competent professional people because this is no longer the time to internationalise in an off-hand, rough way.

Dario Ferrigato, Marketing consultant, Senior consultant at ADVBOUCLE & PARTNERS

Marketing consultants

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