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Show 5- marriages of convenience take one of two forms. The first method is to form a new corporation, issue stock to the partners, and have this corporation perform the contract. The alternative is to undertake the contract in the name of a joint venture, which is merely a partnership formed to perform a single contract. I believe that the first joint venture was formed by Morrison-Knudsen and Utah Construction Company in 1925 to build the Guernsey Dam in central Wyoming. Perhaps the most famous association was Six Companies, Inc., which was formed to bid and ultimately to build the Boulder Dam. The truth is that none of the companies involved could by itself swing a job of this size. The Six Companies was finally capitalized for $5,000,000, and eight companies subscribed to the stock. Utah and McDonald & Kahn each took $1,000,000; Morrison-Knudsen, and Pacific Bridge, J. H. Shea Company each took $500,000, and a unit formed by Kaiser-Bechtel & Warren Bros. subscribed for $1,500,000 for the three of them. The separate corporation has the advantage of limited liability, but this 1 advantage is more than offset by the fact that it is more expensive to operate from a tax standpoint and more cumbersome to operate than the joint venture. For these reasons, the joint venture is more often used. It is easier to conceive, easier to operate, easier to finance, and easier to dissolve. Davis Dam is a good example of the three things that we just discussed. It was a joint venture with an unbalanced bid that elected to file its income taxes on a completed job basis. The work was spread over five years and in round figures earned a disappointing total profit of half a million dollars. However, with an unbalanced bid, the company showed a profit of two million eight in the first two years and losses of two million three in the last three years. In the first year the partners advanced three million five to the joint venture. At the peak the financing requirement reached $6,000,000 at the end of the first year, but because of the unbalanced bid no further funds were required until midway through the third year when the partners had to advance another million dollars for a short period of time. This last advance would not have been necessary if actual earnings had attained the original estimates. Unbalancing |