Legal Assignment

Legal Assignment
LEGT 2741 MAJOR ASSIGNMENT
The chances of successfully enforcing the contractual agreement between Casino Ltd. and its employees depends upon the issues raised, the rules and
subsequent applications that could be established by the trade union against Casino Ltd.
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Issues 1. Whether Casino Ltd. (the parent company) and Caterers Ltd. (its wholly–owned subsidiary company) are considered as separate legal entities.
Additionally, whether the concept of corporate veil applies to the corporate groups (between Casino Ltd and Caterers Ltd). 2. Is it possible to lift or
pierce the corporate veil of corporate groups on the basis that: (a) there is an implied agency relationship between ... Show more content on
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CA s596AB prohibits a person from entering into agreements with the intention of, or with intentions that include the intention of: (a) Preventing the
recovery of employees entitlements; or (b) Significantly reducing the amount of entitlement that the employees can recover.
CA s596AC states that a person will be liable to pay compensation for contravention of s596AB: * to employees who suffer loss or damage because of
it * for actions taken to give effect to an agreement or transaction involved in the contravention.
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Applications
Casino Ltd. and Caterers Ltd. are separate legal entities. The fact that Casino Ltd wholly owns Caterers Ltd. gives rise to the concept of corporate
groups existing between the two companies. Regardless of this, one company is separate from the other company and the concept of corporate veil
applies.
The court may pierce the corporate veil when there is an implied agency relationship inside the corporate groups. By applying the 6 point test from
SSK case in an orderly manner, Casino Ltd. may have argued that the profits earned by Caterers Ltd. are separate from them, given that distribution
was made in the form of dividends. However, in reality the profits belong to Casino Ltd. This is because all the profits are given to them and Caterers
Ltd. gets nothing. This means that the first criterion is satisfied. Additionally, since all the
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Business Combination
Assignment 1: Business Combinations
Cindy Yoon
Professor Robert Neely
ACC 401 – Advanced Accounting
October 24, 2013
Abstract
In this paper, I will provide an explanation for the business combination method I selected in expanding the corporation by acquiring another firm, the
reason for selecting that business combination method, and how the purchase will grow the business. I will also analyze the accounting requirements
for the business combination method I selected and how I determined goodwill was impaired and the financial impact of such impaired goodwill.
The business combination method I selected is the acquisition method. Business combinations have implemented the newly created accounting
treatment called the ... Show more content on Helpwriting.net ...
A requirement of this method is that the acquirer must be identified in every business consolidation clearly. Below are several key components changes
in the acquisition method: Measurement of the subsidiary's net identifiable assets is based on the fair value of the subsidiary as a whole, rather than
based on the cost of purchase at the acquisition date. The acquisition date is the closing date that the purchaser obtains control of the acquired business.
For example, the parent will still have full control of the entire subsidiary even if they purchased less than 100% of the net identifiable assets. The
parent incorporates the full fair value of the subsidiary in the consolidated financial statements and then allocates to the non–controlling interest. The
key difference between the purchase method and the acquisition method is that in the acquisition method, all of the Fair Market Value increment and
all of the goodwill is recognized, including the portion attributable to the non–controlling interest. The reason behind this idea is that a business in
control of another entity should be able to fully control

Corporate: Generally Accepted Accounting Principles and...
Corporate Accounting III
Assignment 2 Question 1: What is the difference between direct and indirect NCI? Under AASB127, the group is required to prepare the consolidation
statement when parent entity acquires shares in the subsidiary. There are two parties who own shares in the subsidiary if it's not a wholly–owned
subsidiary consolidation. One is the parent entity while the other is non–controlling interest. Non–controlling interest (NCI) is defined as "the portion of
the profit or loss and net assets of a subsidiary attributable to equity interest that are not owned, directly or indirectly through subsidiaries, by the
parent" (Leo, et, al. 2009, p. 895). The NCI can be classified as either direct (DNCI) or indirect (INCI). ... Show more content on Helpwriting.net ...
To avoid double counting issue arising from continuing giving INCI a share of equity relating to the pre–acquisition assets of the subsidiary, the INCI
is only given a share of the post–acquisition equity of the subsidiary. No double counting issue need to be considered again for post–acquisition equity
since the investment shares in the subsidiary is recorded at cost, meaning any subsequent changes to the equity of its subsidiary after acquisition date
will not be reflected in the shares in the parent. INCI is entitled to the post–acquisition equity once.
Word count: 215
Question 18.6
A. Samoa Ltd Singapore Ltd (75%)
1 Acquisition Analysais: NFV of identifiable net assets of Singapore Ltd: = $5,000 + $1,000 + $20,000 =$26,000 NFV acquired (75%): =
$26,000*$26,000 Consideration transferred: =$18,750 Bargain Purchase =$750
1). Pre–acquisition elimination entry :(1/7/05)(75%) Retained earning $3,750 General Reserve $750 Share capital $15,000 Excess $750 Investment in
Singapore $18,750
(Retained earning: 75%*$5,000;General Reserve: 75% * $1,000; Share capital: 75% *20,000)
Pre–acquisition elimination entry

The Judicial Observation On The Australian Competition And...
Executive summary
This essay will mainly analyze and discuss some relevant legal principles and terms related to the judicial observation on legal position that the judge
made in the Australian Competition and Consumer Commission v Yazaki Corporation case. Therefore, it is necessary to cover the following key
issues: 1. Definition and explanations of separate legal entity doctrine and corporate groups. 2. When will a subsidiary company be recognized as an
agent of its parent. 3. Under what circumstances can corporate veil be ignored or lifted. Introduction
As mentioned in the prescribed text, the judge observes that there are cases where a parent company manages its subsidiary and also where a
subsidiary company plays an agent role of its parent due to the parent's substantial control exercised. Queries may then occur as in what is the exact
relationship between a parent company and its subsidiary, as well as what are the criteria that could determine that relationship. Before clearly
explaining these questions, a brief introduction of the 'separate legal entity' principal will be given, after which the importance of corporate
group–where parent and subsidiary companies lie in will be illustrated, followed by a thorough discussion of corporate veil. In the end, this essay will
cover when to lift the corporate veil under both Common law and Corporation Acts 2001, mainly regarding some determining factors such as sham and
fraud, as well as the contents in

The Globalization Of The Economy
The globalization of the economy encourages organizations to achieve greater market coverage, which allows companies to define or redefine its
strategic posture. Thus, there have been so intense outsourcing processes that enable organizations to address the new challenges and therefore,
organizations must develop skills and abilities that enable them to cope with the demands from the environment.
Knowledge and analysis of the internal part of the organization and his environment arise the strategic lines that must be converted into actions to
develop advantages and create greater value to what they do. A strategicoutsourcing option is a long–term process, where the commitment of
contractors should encourage financing training and technical assistance to subcontractors for this to have greater chance of success.
Over the past 3 decades, China has experienced unprecedented growth, both because of its speed and its scope. It has established itself as the world 's
factory and supply base favorite for companies that want to reduce costs. The country offers competitive products and services to a wide variety of
sectors, thanks to its numerous facilities and specialized industrial clusters, to its abundant skilled labor at low cost and to important incentives of the
Government.
But producing on another continent and Chinese suppliers, it remains complex. Gradually, costs of the country are reaching close to the rest of the
world levels; related scandals abound; the low quality of

Question case study Essay
List questions Case Studies
Bella Healthcare India
2012, HBS #4441
STRAT MAGT– Internationalization; product development; "local for local" strategy
UD: 12/12/2012
Overview and Objectives:
The case traces the path taken by an overseas operation from low cost manufacturing to higher value–added activities such as R&D. It asks students to
consider the factors driving the evolution and this timing and circumstances that would make it successful. It creates the opportunity to discuss the
tensions of designing for marketing vs. designing for manufacturing, the challenges of product development in a cross cultural setting, and the reasons
why localized R&D may be successful. vs. adaptation, and the structures and ... Show more content on Helpwriting.net ...
Suggested Questions:
1. What are the strategic challenges of reconfiguring a company like Coloplast in which it transforms from a company with only domestically located
activities to have offshored most of its production to a number of foreign locations?
2. Discuss the problematic introduction of the matrix structure. Why can matrix structures be problematic in large organizations? What could have made
the matrix structure more successful?
3. The case illustrates how Coloplast reconfigured its organization from being only domestically located to become truly multinational. What are the
organizational consequences of reconfiguring the company on a global scale?
4. Coloplast went through an extensive learning journey since the decision to offshore production facilities. Which key learning points were achieved,
and how can the company ensure that this knowledge is embedded in future strategic considerations?
5. Identify, describe, and discuss the competitive environment and market characteristics if the industry in which Coloplast belongs.
Levendary CafГ©: The China challenge
2011, HBS #4357
STRAT MAGT– Internationalization; expansion in China; standardization vs. adaptation; relationship HQ–subsidiary
UD: 12/12/2012

Overview and Objectives:
The case describes the establishment of Levendary CafГ©'s subsidiary in China and its evolving relationship with its parent company during the first

Corporation and Decker
Assignment File
37
Assignment 4
Due date: 7 June 2010 Read the case ' Strategic and Organizational Change at Black & Decker ' and answer the questions below. Each question carries
25% of the marks for this assignment.
Questions
How would you characterize Black & Decker 's international expansion during the 1950s and 1960s? What strategy was the company pursuing? What
was the key feature of the international organization structure that Black & Decker operated with at this time? Did Black & Decker ' s strategy and
structure make sense given the competitive environment at that time?
2
(
How did the competitive environment confronting Black & Decker change during the 1980s and 1990s? What changes did Black & Decker make in ...
Show more content on Helpwriting.net ...
The company grew rapidly during the 1950s and 1960s due to its strong brand name and near monopoly share of the consumer and professional
power tools markets. This monopoly was based on Black & Decker 's pioneering development ofhandheld power tools. It was during this period
that Black & Decker expanded rapidly in international markets, typically by serting up wholly owned subsidiaries in a nation and giving them the
tight to develop, manufacture, and market the company 's power tools. As a result, by the early 1980s, the company had 23 wholly owned
subsidiaries in foreign nations and rwo joint ventures. During its period of rapid international expansion, Blade & Decker operated with a
decentralized organization. In its 1979 annual report, the company described how "In order to be effective in the markerplace, Black & Decker
follows a decentralized organizational approach. All business functions (marketing, engineering, manufacturing, etc.) are kept as close as possible to the
market to be served." In effect, each wholly owned subsidiary was granted considerable autonomy to run its own business.

Assignment File
39
corporate management was likely to leave it alone. By the 1990s, however, it was clear that this change had not gone far enough. The rise of
powerful retailers such as Home Depot and Lowe 's in the United States had further pressured prices in the power tools market, Blacker & Decker
responded by looking for ways to gamer additional manufacturing

H.B. Fuller is Not Morally Responsible for the Addiction...
H.B. Fuller is Not Morally Responsible for the Addiction of Street Children to its Resistol Products
1.In your judgment, is H.B. Fuller morally responsible for the addiction of street children to its Resistol products? In my opinion, H.B. Fuller is not
morally responsible for the addiction of street children to its Resistol products. Acorporation is morally responsible only for those acts and their
foreseen injurious effects: (a) which the corporation knowingly and freely performed or brought about and which it was morally wrong for the
corporation to fail to perform or prevent and/or (b) which the person knowingly and freely failed to perform or prevent and which it was morally
wrong for the corporation to fail to perform or ... Show more content on Helpwriting.net ...
Do you agree or disagree with the statement that the social condition in Honduras and Guatemala are responsible for misuse of H.B. Fuller's products
and that neither the products nor the company is to blame? The social condition is certainly a main cause; but it does not necessarily take all of the
causal blame. Not only does the social condition factor into the misuse of Fuller's products but also does the economic factor relate to the issue. The
economic condition is certainly not the sole bearer of cause for the misuse of Fuller's products, either. There are certain players in this unfortunate
epidemic that have not been taken into account. These variables include the retailers, middlemen, and corrupt distributors who most likely made a
profit from selling the glue to the children on the streets. In addition, there was management among the subsidiary companies who helped produce this
product that must have been aware of this pertinent issue. Who is to say that management never tried to resolve anything, or even bring up the issue?
They probably did, but nothing drastic as cancellation of their product ever came of it. All in all, the social and economic conditions in Guatemala and
Honduras were the primary reasons why the children resorted to a medium of venting, namely H.B. Fuller's product. Could the company and its
products have intervened to help the dilemma?

Analysis Of The North American Market Richardson
In the North American market Richardson's has a strength in dominating particular regions such as Kansas, Texas and Oklahoma where they
receive 75% of their companies sales. This allows them to have lower shipping costs and possibly lower advertising costs in the areas because they
have regular customers who are returning to buy items because Richardson's strong brand equity can bring trust and low searching costs. Having
most of their sales in a particular region is also a disadvantage for the company because if something were to happen in that region that slowed
down income for the farmers in the area (drought or disaster) Richardson's sales would be in trouble. This is because the company relies on a
particular region for sales and the company is not well diversified within other regions of the United States, which creates risk within such a
specific market. Richardson Manufacturing has seen a cumulative increase in net sales of 11% (Sheet 1, L4) within the domestic market which is
great because it shows their sales have increased over the past 4 years. At the same time, there is a lot of volatility in the net sales as the growth
percentage goes fro 2% to 19% and eventually back to only 7% growth. This lack of consistent growth may mean a market that is changing or relying
too much on external factors and so Richardson's team should be aware of the variability. The cumulative net profit increase of about 50% (Sheet 1,
cell L18) shows that Richardson's net profit on

Relationship Between Holding Companies and Subsidiaries...
Project–Corporate Law–I
Relationship Between holding Companies and subsidiaries and the concept of piercing the corporate veil in the light of recent Vodafone 's decision and
Finance Act 2012
Submitted to– Dr Kiran Kori Faculty–Corporate Law
Submitted by–Prarthna Baranwal Semester–V Section–A Roll No.–92
HIDAYATULLAH NATIONAL LAW UNIVERSITY, RAIPUR CHHATTISGARH
1
ACKNOWLEDGEMENTS I would like to express my heartfelt gratitude to our respected faculty Kiran Kori Ma'am for giving me such a relevant and
informative topic for the project and for her continuous guidance and support. My sincere thanks to my parents for their immense help and cooperation.
Last but not the least my humble thanks to Almighty who continues to ... Show more content on Helpwriting.net ...
The concurring judgment of 2:1 was pronounced by the SC on 20th January, 2012. The decision has been widely discussed because of interesting
point of law and huge revenue involved of Rs. 11,000 ( plus ) Crores for the Government of India. The loss of revenue is not limited only to
Government 's losing the Vodafone 's case, the stand of the Govt. has weakened in other similar cases. The legal issue related to the interpretation of
provisions of section 9 of the Income–tax Act, 1961 (Act), read with section 5 of the Act. In the first round of litigation, the matter primarily related to
the issue whether any income accrued or arose to Vodafone in India on entering into agreements between two companies for acquiring controlling
interest, which one foreign company held in an Indian company, by another foreign company and, hence, Vodafone was obliged to deduct tax at source
on such acquisition. The basic question involved was whether Indian tax authorities had a right to impose tax in respect of a transaction where both the
transacting companies were based outside India, but the subjectmatter of transfer was in India. Hence, the notice issued was challenged.2 DECISION
AGAINST THE IT DEPARTMENT The Supreme Court has decided the case against the IT Department holding that no tax is leviable in the situation
when the transaction of 'outright ' sale happened between two nonresidents of a capital asset outside India, though the capital asset (share) was

Business Structure Of A Company
Abstract
Corporate group is one of the most popular business structures in Australia. To be popular is because forming subsidiary companies will bring a lot
benefit for parent company, such as reducing business risk, separates working duties. The famous Salmon's case identify that eachsubsidiary company
should stay as separate entity, after the court determine agency relationship is not exist between corporate groups. Thuscorporation veil should apply on
the subsidiaries in order to stop third party to review company's detail information. Unfortunately, until now there is no official procedure provided to
regulate the agency relationship. Therefore, how to testify cooperate veil in agency grounds becomes an arguable concept. Indeed it is unsurprisingly
to find out piercing corporate veil is also a vexed issue to decide. In this report, there are two major parts. The determination for agency relationship
including overwhelming control from parent company and poolling provision provided will be presented in the first part. Then in the second part we
will list in certain condition such as using subsidiary company to make fraud or breach the duties and more importantly when there exists agency
relationship between parent and subsidiary company will causes the result as lifting corporate veil.
Table of content
1.Introduction
1.1Legal status of corporation groups
1.2Understanding of corporate veil
2. Issues in agency relationship 2.1 Determine

Acct 553 Week 5
14–24.
What is the purpose of the dividends received deduction? What corporations are entitled to claim this deduction? What dividends qualify for this
deduction?
The purpose of dividends–received deduction is to prevent triple taxation of earnings. The Dividend Received Reduction (DRD) is the concept where a
corporation receiving a dividend from another corporation does not have to pay taxes on that dividend they received.
Code Sec243 of the IRS provide relief to domestic corporations, when paying dividends to its shareholders, which is subject to tax. In another words,
the relief is the paid dividend to others corporations, in which the income would be tax a third time after the recipient corporation pays dividend to its ...
Type G: Transfer
Type G reorganizations involve bankruptcy by permitting the transfer of all or some of a failing company 's assets to a new corporation.
17–24.
Define and differentiate a spin–off, split–off, and split–up.
Split–up: An arrangement whereby a parent corporation transfers all of its assets to two or more corporations and then winds up its affairs. When a
split–up occurs, the shareholders of the parent corporation surrender the total amount of their stock in exchange for stock in the transferee corporation.
Split–Off: The process whereby a parent corporation organizes a subsidiary corporation to which it transfers part of its assets in exchange for all of the
subsidiary 's capital stock, which is subsequently transferred to the shareholders of the parent corporation in exchange for a portion of their parent
stock. A split–off differs from a spin–off in that the shareholders in a split–off must relinquish their shares of stock in the parent corporation in order to
receive shares of the subsidiary corporation whereas the shareholders in a spin–off need not do so.
Spin–Off: The situation that arises when a parent corporation

Laidlaw Transportation, Inc. And Subsidiaries V....
Laidlaw Transportation, Inc. and Subsidiaries v. Commissioner of Internal Revenue
Facts
Laidlaw Transportation, Inc., a holding company for school and passenger transportation businesses, was wholly owned by Laidlaw Transportation Ltd.
They also owned other subsidiaries of Laidlaw Transportation, Inc., including Laidlaw Industries, Inc. and Laidlaw Waste Systems, Inc. The president
and chairman of Laidlaw Transportation Ltd. was Michael DeGroote from the time of formation. He believed that the fastest way to expand was to buy
small privately–held business. DeGroote was the chairman of all Laidlaw companies and those wholly owned by Laidlaw.
Those petitioning received $975,153,806 from a subsidiary of Laidlaw Transportation, Inc. and ... Show more content on Helpwriting.net ...
Although there may have been foreign and partially independent directors, they were all subordinate to the president, DeGroote, and his management
team.
– It is required to give less impact and weight to Mixon factors relating to form and more to substance, based on the fact that the transactions were not
made at arm's length.
– Non–exclusive Mixon factors that contributed to the decision:
1.Name given to certificates: Labels on documents conclude that the advances say they are debt, but labels alone cannot change equity to debt. This
factor favors the advances treated as debt, but there is less weight to this factor because it is based on form rather than substance.
2.Presence or absence of a fixed maturity date: Although fixed maturity dates existed, postponing maturity suggests a lack of intent to require
repayment. This factor supports the treatment of the advances as equity because the directors did not intend to request repayment and continually
extended the maturity dates, never enforcing them.
3.Source of payments: The petitioners claim liquidity and the ability to pay interest or principal on amount owed, but conclusive findings show the
insufficiency to pay interest or principal balance. This factor supports the treatment of the advances as equity.

4.Right to enforce payment of principal and interest: While they had the right to enforce, they did not

Case Study Of Dannon
The parent company Danone, as part of its social activity teaches and educates Corporate Social Responsibility initiative across its subsidiary. Internal
and external communication program help blend corporate global culture and shapes the best practices in the U.S where Dannon operates. Dannon
views U.S market as a growth oriented with per person consumption, which is much less than other part of Europe. Dannon executives identified this
opportunity as a high growth area and used its Corporate Social Responsibility programs in its communication with customers. According to Arevalo,
& Fallon (2008), corporate citizenship initiative is to embrace, support, and carryout values in the areas of human development and environment within
the business ... Show more content on Helpwriting.net ...
The communication design needs to consider a combination of corporate and local brand in terms of nutrition, environment and health benefits. It starts
with a commitment from the leaders who manage customers within Dannon and its parent company, the need for product marketing and supporting
society through various responsible activities. The design should be in, such as way all levels of employee in Dannon need to understand the Corporate
Social Responsibility communication messages that will increase consumer confidence in its

Lifting of Corporate Veil in Tort Cases in Pursuit of Justice
Lifting of Corporate Veil in Tort Cases in Pursuit of Justice
Introduction
Limited liability has been the prevailing rule for corporations for more than a century. It creates incentives for excessive risk–taking by allowing
companies to avoid the full costs of their activities. Strict application of this rule in all cases would lead to inflexibility and injustice, particularly in tort
cases. Therefore, as suggested by Stephen Griffin–"in the interests of justice and to prevent subsidiary companies being used as convenient risk takers
for their parent...the [corporate] veil must not become immovable."[1] On the other hand, basing justice as the sole ground for veil lifting would
undermine commercial certainty. The facts of each case should ... Show more content on Helpwriting.net ...
[8]
Avoidance of Excessively Risky Behaviour
The prevalence of mergers and acquisitions movement nowadays has converted many large corporations into highly leveraged firms. In order to
maximize cash flow, these firms have a strong incentive for excessive risk–taking activities, which drastically increase the exposure to tort liability.
Carcinogens in the workplace, environmental harms to the surrounding and hazardous products are all sources of massive tortious liability. [9] Very
often, business firms would reorganize their structure to exploit limited liability to evade tort claims, such as deliberately placing hazardous activities
in under–funded subsidiaries. However, business ethics is a prominent contemporary concept and issue in commercial context. In terms of public policy
and public interest, it is of paramount importance to deter companies from taking excessively risky activities, which cause personal injury to innocent
victims.
Tort Victims and Business on Unequal Footing
Tort victims are those who may suffer physical injury or harm. On the other hand, parent companies of its defendant subsidiaries only suffer commercial

The Is A Subsidiary Of E.i
Conoco is a subsidiary of E.I. Du Pont de Nemours and Company. It invested $90 million in the exploration efforts in Block 16, which is in Ecuador.
With Conoco's decision to attempt investments in Ecuador, it faced many challenges. It not only had to deal with the local government, in terms of
utilizing their natural resources but dealing with other domestic and international groups as well. These various groups all have their own interests
and some striving to protect the environmental, social and various indigenous species as well. If Ecuador Government were to decide on accepting
Conoco's offer and allowing them to enter and drill oil, it would greatly impact the nation in various ways and one of these ways would be the
economy. The... Show more content on Helpwriting.net ...
Without considering what impacts they will have on the environment, lots of species may cease to exist or migrate to other areas. The movement will
also effect various indigenous groups in the area, and these groups are seeking to gain legal title to their lands that they live on, causing social
tensions. If they were to succeed in getting the title, it would enable them to have an opportunity of preserving their way of life that would also
prevent others from entering. With the growing pressure for Ecuador to keep up with other countries in the international markets, they need to look
into finding new ways of sustaining themselves economically. This can be extremely difficult if a nation 's only exports are oil and agriculture
production. With increased oil exports, it will greatly benefit the various groups within the country. Conoco mentioned that they made a plan in order to
help benefit the various groups involved, these plans involve drilling techniques, preventing colonization, pipe management, and park management,
each having a different plan on how it will help each group. Each of these plans is listed with the various approaches as stated by (Russo, 2008, p.
474–475): Drilling techniques –Using diagonal techniques, entail drilling at various angles from small amount of wells –Technique should reduce
deforestation from

The Principles Of The Company Law, The Uk Cape Industries...
The Salomon principle dictates that if the company is established in accordance with the requirements of the Companies Act 2006, it starts to operate
as a separate legal entity. The corporate veil becomes the dividing line between this entity and its shareholders. However, it soon became obvious that
this concept can be easily abused, therefore Courts fought hard in order to establish exceptions to the Salomon principle in the form of lifting or
piercing the veil, allowing them to look behind the 'curtain' if they spot some irregularity. In order to justify these drastic measures, Courts would look
for something substantive, such as an agency relationship, fraud, avoidance of obligations, or group piercing grounds. In order to determine... Show
more content on Helpwriting.net ...
As described by Professor Gower, once the company is registered, the 'corporate veil' comes down between the existing company and the
shareholders, protecting them from any potential liability. Soon it became apparent that the companies could be easily abused and used for
improper purposes. As a response to these developments, Court would use the concepts of lifting and piercing of the veil in order to go behind
the veil and attach an appropriate liability to those who were behind it. Lifting of the veil was seen as the least drastic option, as the Court would
look behind to see if there is some impropriety, and put the veil down, still recognising the company as a separate legal entity. Whereas piercing
would involve tearing up the veil, completely disregarding company as a separate entity and looking at it as an agent for another. The process is
very ad hoc, and therefore based on the discretion of the Courts. In order to persuade the Court to look behind the corporate veil, the grounds must
be substantive. One of the established exceptions justified by the Court in order to lift the veil is when the evidence shows that the company is
being used as a device for avoidance of existing obligations. The good examples of this exception would be the cases of Guildford Motors v Home and
Jones v Lipman. In Jones v Lipman Russell J ordered specific performance

Essay On Financial Conglomerates
A "conglomerate" is a large "corporation" that comprises a number of diverse, apparently unrelated businesses. A conglomerate can own a controlling
stake in a number of smaller companies that conduct businesses separately. In a conglomerate, the subsidiary businesses run independently of the other
business divisions, their managers reporting to the top management of the group company. So, a conglomerate can be also called a multi–industry
company. Financial conglomerates are nothing but financial giants that have a number of small financial companies working under them. They,
basically, are of two types, namely, "financial holding" and "bank holding" companies.
Definition
Now, what are the financial holding companies (FHCs) and bank holding ... Show more content on Helpwriting.net ...
It may have diverse structural features conditional to various national laws and traditions. Thus, a financial conglomerate can be characterized chiefly
as a securities, a banking or an insurance structure. The character of that company would be identified by the sector characterized at the holding
company level and/or by the type of major business activities carried out by that financial conglomerate. Alternatively, it may consist of of businesses
such that not a single sector dominates the character of the entity.
For instance, a financial conglomerate that is involved chiefly with banking would characteristically be one having its parent company as a banking
institution under supervision or a financial holding company having an authorized credit institution as its dominant subsidiary. Smaller and less
important subsidiaries (of either dominant subsidiary or parent company) would contain insurance companies and / or securities

Corning Glass Work Case Study
CORNINGS GLASS WORKS CASE STUDY
1. Enumerate the conditions why Corning had to undergo the series of structural changes.
Following the international growth and expansion of Corning, the following problems were being faced in the organization's structure and management
processes:
i) With the international expansion of CGW, the company was becoming too big and complex to be managed by its current structure. Hence a need was
felt to create the international arm as a separate legal entity and hence Corning International Corporation (CIC) was born.
ii) CIC was created as a subsidiary to CGW to emphasize the growing importance of Corning's overseas business. The management felt that the creation
of CIC as a ... Show more content on Helpwriting.net ...
vii) Furthermore, the capital allocation process also changed following the majority shareholding in foreign subsidiaries. Before the consolidation, the
decision process for capital allocation was done primarily by the local managers of the foreign affiliate, who would then go out and raise the capital on
their own.
However, after these subsidiaries were acquired by Corning, they were required to submit a formal capital appropriation request prepared in English.
The subsidiary general manager then had to chase it to the end through a series of corporate decision making filters. This allocation system had other
major implications on the relationship between the technical personnel on each side. Whereas before, the technical managers from the parent
company provided assistance to subsidiaries on projects, the former now became a part of the judge and jury system to decide on the capital
allocation to these subsidiaries. As a result, the technical managers tended to become more conservative with their advice and assistance to the
subsidiaries. viii) Due to the incoherency of its area based organization structure, CIC found itself grappling with the global marketing coordination
necessary for some businesses. There was no one who was responsible for coordinating between different foreign subsidiaries on global actions like
price, product, sourcing etc. The needs of global product development were not being communicated to the R&D

Case Study: Firestone Tyre And Rubber Company
In Firestone Tyre and Rubber Co. Ltd v. Llewellyn (1956) 1 WLR 464, it was held that the plaintiff company was the wholly owned subsidiary of an
American company. The plaintiff company is an American tyre company which manufactures and fulfilled orders for tyre from authorized distributors
in Europe. The company made payment in the United Kingdom. The plaintiff company retained some of these payments, and remitted those balance to
its parent company in America. The American company had an agreement with these distributors company, and of course the plaintiff company. The
agreement stated that the business with the European distributors are not carried on the United Kingdom, hence the business are not subject to United
Kingdom tax. The agreement was actually bringing the means that the plaintiff company is acting as its parent company's agent and carried on the
business in United Kingdom. The court said that a parent company and its subsidiary company are different legal entities. In order to become an agent
of a ... Show more content on Helpwriting.net ...
Continental Tyre and Rubber Company, Continental Type is the supplier of tyre and Daimler was one of their customers. Daimler was in debt and
Continental Tyre sued him for owing. During that time, Germany and UK were in war and the common law prevents UK companies from
transferring the money towards Germany because it might become the effort for them to war. The Continental Type company was registered in UK,
the directors of Continental Tyre were German except one, which is the secretary from English. Therefore Daimler refuses to pay his debts and the
court argued that even if the company was registered in UK but its origin is still Germany, the directors cannot use this as cloak or sham to cover up
the fact that this company was operated by Germans and the court held that Continental Tyre and Rubber Company was German. Therefore the German
company could not recover its debts which would be

The European Union : The World 's Largest Single Market Essay
The European Union is the world 's largest single market and the Export Helpdesk is your online portal to access it!
In just a few clicks companies can find the EU tariffs, requirements, preferential arrangements, quotas and statistics relating to imports from trade
partner countries.
When exporting to the EU, you can benefit from a big European market of 28 countries with around 500 million consumers.
The principle of free movement of goods, allowing goods to be transported and sold anywhere in the EU, is a cornerstone of the EU market. To a
certain extent, complex and varied national laws have been replaced by a single set of European rules, cutting down on costs and inconvenience for
businesses wanting to trade in other EU countries.
The EU market for goods is already highly integrated and harmonised along the 28 countries. However, to make the EU market work efficiently,
businesses have to respect a number of rules and compete fairly. Anticompetitive behaviours, such as the abuse of a dominant market position,
price–fixing agreements and unwarranted public support, are prohibited.
To understand how the EU trade system is organised, the procedures to follow and the documents to fill in, check the pages in this section:
EU product classification system EU import procedures Documents for customs clearance EU Customs Union Value Added Tax (VAT) Excise duties
The European Union is the world 's biggest single market and the Export Helpdesk is

Essay on Legt 2741 Assignment
LEGT2741 Assignment There are three main parties to this case; Flywell Ltd (F), the parent company, Jetover Ltd (J), the subsidiary, and the
Australian Pilots Association (APA) which is representing the 200 pilots currently employed by J. F incorporated J as a wholly owned subsidiary
of F and appointed four directors for J from the six directors of F. Two hundred of F's pilots were made redundant and immediately rehired by J on
lower wages and entitlement previously enjoyed at F. New pilots hired by F receive 20% more pay and entitlements for the same work than pilots of
J. The issue here is that are the original contractual entitlements received at F applicable to the pilots of J? Firstly it must be emphasised that through...
Shortly after resigning from his employment, Horne and his wife set up a similar company to GM. Horne solicited with GM's customers through
the newly incorporated company. The Court of Appeal (UK) stated that the new company was a "mere cloak or sham" used by Horne to breach
his contractual obligation. Similarly, it can be shown that F had a contractual obligation to its employees to pay a certain wage and provide
certain entitlements in return for the standard of work provided by the pilots. The existence of legal obligation is demonstrated by F having to
request the pilots to voluntarily take a reduction in pay and the pilots refusing. Since the pilots provide the same standard of work for J and
through lifting the corporate veil, F and J are determined to be one and thus the pilots may be entitled to their previous remuneration. Creasey v
Breachwood Motors Ltd is another example where restructuring was used to avoid a legal obligation. Creasey was employed by Breachwood
Welwyn Ltd and was also a creditor. Breachwood Welwyn transferred all of its assets to Breachwood Motors Ltd, which they controlled, to avoid
having to repay Creasey. The court held that one of the key reasons for the restructure was to avoid legal obligations to pay its employee legal
entitlements. The corporate veil was lifted and it was held that Breachwood Motors Ltd would be liable for the debt payable to Creasey. This precedent
further supports the application of Gildford

Business Law
THE LAW OF BUSINESS ORGANIZATIONS
CHAPTER 4 – Piercing the Corporate Veil
Minne B Berkey v Third Avenue Railway Company
Overview:
This is a New York Court of Appeals decision in 1926 adjudicated by the legendary Justice Cardozo. In this seminal case on 'piercing the corporate
veil', the Court of Appeals finds in favor of the Defendant, Third Avenue Railway Company. The Court holds that Third Avenue, the parent company of
Forty–second Street Company, which operated a rail line upon which the Plaintiff was injured, was not liable for the torts of thesubsidiary. Even though
the defendant owned all the stock of the subsidiary and controlled its Board of Directors, the degree of domination over the subsidiary was not
considered ... Show more content on Helpwriting.net ...
The trial court affirmed the Appellate Division's refusal to pierce the corporate veil finding that Westerlea and Defendant acted as two separate
corporations at all times.
Issue:
Can a business be incorporated for the very purpose of escaping personal liability?
Held:
The Appellate and trial court decisions were affirmed and the Court found for the Defendant. The Court held that 'piercing the corporate veil' is
invoked to 'prevent fraud or to achieve equity'. In this case the Court found no evidence of fraud, misrepresentation nor illegality. Although the
defendant controlled Westerlea's affairs, Westerlea maintained an outward appearance of aDseparate corporate identity at all times. Further, the
creditors were not misled, there was no fraud, and Defendant performed no act to cause injury to the creditors of Westerlea by depletion of assets or
otherwise.
Discussion:
The dissent argued that the corporate veil should be pierced in this case. вЂЁThe argument was that Westerlea was organized solely to benefit
Defendant, not to operate as a separate entity. Westerlea did not have a separate corporate identity because it was Defendant's wholly owned subsidiary
that had the same directors and management as Defendant. Westerlea was undercapitalized because Defendant provided Westerlea with small capital
and Westerlea maintained insufficient funds to cover the cost of building the homes. Westerlea's purpose

Corporate Ethics : Corporate Veil And Limited Liability
LAW302 ESSAY
I. Introduction
In recent times, there has been an increased incidence among large scale business organizations to structure their operations through the form of
corporate groups, with many domestic and international subsidiaries, wholly owned or otherwise, with the corporate veil ensuring that each of these
enjoy separate corporate legal personality and limited liability. The existence of these 'corporate groups', withsubsidiary companies being heavily
controlled by their parent companies, have necessitated interpretations and applications of existing corporate legal principles to this novel context, even
in case of the basic tenets of corporate law. The circumstances associated with corporate veil piercing, through detailed ... Show more content on
Helpwriting.net ...
However, this classical model and related literature has an inherent assumption that the ultimate owners of the company are actual persons and fails to
consider and contemplate the possibility of owners being other corporate structures or provide a brief consideration to this new business form . While
these principles are directed at reducing the risk of the actual persons engaging in the business, the emergence of corporate groups, with the holding
company as the owner, necessarily means that the holding company, as a shareholder, enjoys this corporate separation and limited liability to reduce
its risk in engaging in the subsidiary's business. The application of the classical corporate law model into a group enterprise context means that the
parent and subsidiary are separate legal personalities through the veil of corporation, with assets and liabilities of their own which are unshared.
Accordingly, only the assets and capital of the subsidiary can be used to fulfil its obligations and the holding company, as shareholder, is liable only to
the extent of the unpaid amounts on their shares. Thus, the holding company enjoys limited liability as a shareholder and can protect its assets from
being used to meet the liabilities of the subsidiary, while being the ultimate controller of the subsidiary in terms of directly influencing its actions,
conduct and decision

Company Profile Of Keck Seng Malaysia
Keck Seng (Malaysia) Berhad (KSBM) is a Malaysia–based investment holding company and public listed company in Bursa Malaysia since 1976 and
its stock code is 3476. KSBM formerly known as Keck Seng Malaysia which established in year 1943 and the co–founder of the company is Mr. Ho
Yeow Koon. KBSM's headquarter is located in Kuala Lumpur, Malaysia. The vision of KSBM is to diversified their corporation and provide
sustainable long term growth that can create value to shareholders. (KSBM, 2016) Previously, Keck Seng is a small trading business in Singapore and
subsequently expanded and invested in Malaysia by bought few piece of land in Masai, Johor and ventured into rubber planting and oil palm
cultivation. The rubber plantation in year 1959 was the beginning of Keck Seng Malaysia and diversified their business into various categories.
KSBM is part of Keck Seng Group that operated its business into several segments include manufacturing which involved in the operation of hotels and
resorts, processing and marketing; property which involved in property development and investment in Malaysia; and plantation which involved in ...
The principal activities of TWHB are investment and provision of administration and management services to its subsidiaries. TWHB has three
wholly–owned subsidiaries which include Ta Win Industries (M) Sdn. Bhd., Ta Win Industrial (H.K.) Co. Ltd. and Ta Win Electronic Tech
–Material
(Changshu) Co. Ltd. Besides that, Ta Win Industries is an investmentholding company which consists of two manufacturing plants in Malaysia that
involved in manufacturing, processes and marketing which are Ta Win Industries (M) Sdn. Bhd. and itssubsidiary located in Changsu, Republic of
China (Ta Win Electronic Tech
– Material (Changsu) Co

Suboptimal Subsidiary Management Case Study
The concept of suboptimal subsidiary management (coded as SSM) includes 5 subcategories:
в—ЏSSM–ULA: suboptimal subsidiary management because of unbalanced level of autonomy;
Birkinshaw et al. (2000) recognize the issues that arise from the gaps in perception of subsidiaries roles by the subsidiary managers and the headquarters
managers: subsidiaries overestimate their strategic importance and desire greater level of autonomy while headquarters seek control. These perception
gaps have strong implications on the subsidiary management as the motives of HQ and subsidiaries grow to conflict as the perception gaps increase.
Birkinshaw et al. (2000) also notes that the subsidiaries that obtain valuable resources or capabilities often have stronger ... Show more content on
Helpwriting.net ...
Birkinshaw et al. (2000) also address the headquarters control: HQ managers apply control mechanisms to assign roles and set objectives for
subsidiaries. [????]
в—ЏSSM–LIC: suboptimal subsidiary management because of the lack of intra–subsidiary communication;
Ghoshal et al (1994)
в—ЏSSM–NOS: suboptimal subsidiary management because of the new organizational structure;
This subcategory was derived from the data since the new organizational structure is specific to the case. Based on the evidence from the case, the
research team anticipated to find effect of the newly restructured organizational chart on the subsidiary management.
The second main concept 'inefficiencies in subsidiary operations' coded as ISO includes 4 subcategories:
в—ЏISO–IC: inefficiencies in subsidiary operations because of internal competition; The sub–category 'internal competition' is derived from the case:
there were observation of the two subsidiaries approaching the same customers and quoting different prices for the same services. Logically, these
events of internal competition jeopardize relations with customers, prevent subsidiaries from performing optimally and create

Corporate Social Veil And Limited Liability
I. Introduction
In recent times, there has been an increased incidence among large scale business organizations to structure their operations through the form of
corporate groups, with many domestic and international subsidiaries, wholly owned or otherwise, with the corporate veil ensuring that each of these
enjoy separate corporate legal personality and limited liability. The existence of these 'corporate groups', withsubsidiary companies being heavily
controlled by their parent companies, have necessitated interpretations and applications of existing corporate legal principles to this novel context,
even in case of the basic tenets of corporate law. The circumstances associated with corporate veil piercing, through detailed consideration of conditions
to treating holding and subsidiary companies as one legal unit, with associated civil liabilities, is also an issue of heated debate.
This report considers the significance and implications of the concepts of corporate legal personality, corporate veil and limited liability in the setting
of corporate groups. Additionally, there is an attempt to critically explore and evaluate the corporate civil liability of corporate groups, under the
circumstances of statutory corporate veil piercing, with specific examination of the legal principles applied by courts to justify such an action to protect
creditors.
II. Significance of Corporate Legal Personality with respect to Limited Liability in the context of Corporate Groups
The

Annotated Bibliography On Tax Files
Tax Research Memorandum
Date:November 16, 2014
To:Tax Files
From:Jonathan Ruhi
Subject:Availability of Corporate Reorganization
Summary of Facts
Chris and Sue are 50 percent shareholders in BackBone personal service corporation. Backbone provides chiropractic services in four separate
offices, in four small towns: Troy, Union, Vista and Willow. Chris is the main chiropractor in the Troy office, and Sue heads up the Vista office.
Charlie, the main chiropractor in the Willow office, does not see eye–to–eye with Chris and Sue on management styles. Charlie is highly competent
and well–liked by patients and therefore indispensable in the eyes of Chris and Sue. Chris and Sue may be willing to give Charlie control of the
Willow office, but do not want to lose the profits this office adds to BackBone. A corporate reorganization seems to be a good alternative.
Issue and Conclusion
Is corporate reorganization an available option? If so, how should it be structured? What issues would be associated with this alternative?
Corporate reorganization is definitely an available option. The company should be structured as a parent–subsidiary controlled group. The restructuring
should be performed in conformance to any and all tax–saving codes and provisions.
Law and Analysis
With a divisive reorganization, BackBone can split off its Willow office as a new subsidiarycorporation that is controlled by BackBone. By placing
Charlie in charge of the newly formed subsidiary, Charlie

The Impact Of Limited Liability On The Holding Company And...
The analysis undertaken in this essay will explain the significance of limited liability in respect to the holding company and its subsidiaries and how
creditors are affected by limited liability when suffered by losses due to unrecoverable debts unless able to prove that the holding company knew of the
subsidiary insolvency. As well we will look at how s588V allows creditors to be able to recover some of their losses if the courts are able to justify the
piercing of the corporate veil of the holding company by proving that the holding company was aware of the subsidiary's insolvency status this will
allow the subsidiary's liquidator to obtain assets from holding company to fund subsidiary's liabilities.
A company is a legal personality which 'comes into existence as a body corporate at the beginning of the day on which it is registered until the
company ceases trading. It 'has the legal capacity and powers of an individual both in and outside this jurisdiction meaning it is considered as a
legal person who is separate from its owners, directors, members, employees and agents and that a company has its own rights and obligations, able
to own and dispose of property, enter into contracts, able to sue and be sued and has limited liability. Salomon v Salomon & Co Ltd is a leading case
demonstrating this legal principle in practice that a company is entitled to be treated as separate legal entity irrespective if the owners or shareholders
are one person or numerous, as

Hyundai
1. INTRODUCTION
In this the second report on Hyundai will define and go over the strategies that has led Hyundai to where it is now on the global market. We will then
go into the specific strategies employed by Hyundai to make it a global competitor. We will then follow with a particular issue that Hyundai faces and
the solution we feel best addresses that issue.
2. CONCEPTS
Here is the concepts part of this report we will define and discuss the different strategies used by Hyundai and other companies use. These strategies are
known as generic strategies, cooperate strategies and international strategies.
2.1. Generic strategies: We will be discussing and defining the generic strategies used by Hyundai and other companies in the... Show more content on
Helpwriting.net ...
Joint venture on the other hand is when two or more companies come together and use their resources for a single activity that is not related to the
companies that are in the joint venture. Last but not least, a wholly owned subsidiaries is one in which the parent company owns 100% of the subsidiary
's stock.
There are four international competitive strategies that include: global standardization, localization, transnational, and international. Global
standardization is a business model based on pursuing a low–cost strategy on a global scale. Localization, on the other hand is a strategy that is focused
on increasing profitability by customizing the company's goods or services so that the goods provide a favorable match to tastes and preferences in
different national markets. Moving on transnational strategy, which is a business model that simultaneously achieves low cost, differentiates the
product offering across geographic markets, and fosters a flow of skills between different subsidiaries in the company's global network operations. Last
of the international competitive strategies is the international strategy which involves making products at home, while leaving other functions to
foreign business units.
Now that we have finished discussing and defining the strategies, we will now analyze some of the specific strategies used by Hyundai.
3. ANALYSIS
We have defined the key concepts in the previous

What Are The Advantages And Disadvantages Of Export Industry
Disadvantages Requires more money, time, and energy Handle all the logistics No buffer zone in case something bad happens ii.Indirect Exporting:
Product is not exported directly by the manufacturer but through export agents. Advantages Almost risk–free to start Minimal involvement in export
process itself Concentrate on domestic business Limited liability for marketing product in the new market Disadvantages Lower potential profits No
control on foreign sales No knowledge of customer b.Licensing "A permission or right offered to a firm or person in a host country to use a home
firm's technology or other knowledge resources in return for payment is known as licensing". (Johnson & Tellis, 2008: 2). It is mostly useful for... Show
Contract Production In contract production, one firm manufactures products under the label of another firm, (Business Dictionary, 2015). According to
Linton (2015), followings are the advantages and disadvantages of Contract Production Advantages Cost advantages in terms of low cost
Specialization in specific types of products No capital investment abroad No import barriers Operational benefits in case demand increase
Disadvantages Hidden costs of dealing with an outsourcing partner (shipping costs) Quality control Loss of control Loss of technical information Bad
working conditions 2.1.2Foreign Direct Investments a.Franchising According to International Franchise Association (IFA), ''a franchise is the
agreement between two legally independent parties which give a person or group of people (franchisee) the right to market a product or service using
trademark of another business (franchisor)'' (IFA, 2015). Advantages A certain level of independence Brand recognition Pre
–opening support Ongoing
support Assurance of standard quality level Proven successful business

The Legal Entity System Has Profoundly Affected The...
1.0 Introduction The legal entity system has profoundly affected the process of human economic and social development. Needless to say, the
connotation of the legal entity system is very rich, and that the company has an independent personality and shareholders bear the limited liability is
the two basic features (Tweedale, G., Flynn, L., 2007). Of course, the company 's independent personality is based on the separation of corporate
property and shareholder property. Under this circumstance, the company shall enjoy their rights, fulfil obligations, and independently bear civil
liability in its own name (L.C.B., 1992). However, with the development of commodity economy, and the deepening and extensive use of the legal
entity system, the... Show more content on Helpwriting.net ...
3.1.1 Fraud or misrepresentation Fraud or misrepresentation is one of the most frequent factors in piercing the corporate veil. Fraud is a deliberate
concealment of the truth and a false statement leading the other party to engage in certain acts and causing loss or injury, which can be seen in the
case" GILFORD MOTOR Co. v HORNE Ltd. (1933)". Fraud includes civil fraud and criminal fraud, and fraud is often associated with
misrepresentation. Inaccurate statements in the litigation of piercing the corporate veil generally include misrepresentation of the company 's assets
and financial conditions, as well as misrepresentations of paying to the parties. Professor Thompson is of the opinion that when the act is found to be
"fraud" by the court, the act is often used as evidence to support the "misrepresentation" if the fraud claim cannot be substantiated (Hodge, L., Sachs,
A., 2008). 3.1.2 Shareholders' control and domination In order to pierce the company veil, the plaintiff needs not only to prove the "domination and
control" behaviour, but also to prove that there is fraud or abuse unfair form of corporate. In order to pierce the company veil, that shareholders only
control/dominate the company is not enough, and there must be "fraud or misrepresentation" evidence. In this regard, the standard of piercing the veil
of the company is also particularly stringent. If there is only the fact that the shareholder is a

The Advantages and Disadvantages of Jv and Ws
1. Introduction The aim of this essay is to discuss the advantages and disadvantages of setting up a wholly owned subsidiary (WOS) instead of a joint
venture (JV). There are numerous studies and research papers done on which entry mode is best in different situations, but there is no simple task
deciding which is the best unless one can see into the future. JV and WOS are two completely different entry modes with their distinct down– and
upsides. Entering a new market gives both great opportunities and involves high risk. There is much at stake but if one choose wrong entry mode it
can cost the company tremendously, that is why one should not take this decision based on a few factors. The globalisation has given companies a
bigger... Show more content on Helpwriting.net ...
If both companies in the partnership feel it is a win–win situation the chance for success is bigger, and if they fail the cost will not be as devastating,
the amount of risk is at a minimum compared to a WOS (Morschet, Schramm–Klein, Zentes, 2010). 2.4 The disadvantages of JVs Being partners is not
always easy, and it takes time and a lot of effort to build up a strong relationship between two companies. There are many uncertainties around
partnerships, the partner can have a hidden agenda and have an opportunistic behavior (Aswathappa, 2010). The goal or objective for the partnership
can be unclear and makes it difficult to know when they have succeeded. If there is an unbalance in the level of investment, effort or expertise the other
partner can feel they are not getting what they expected. Many get caught up in endless conflicts, and often these issues are based on cultural
differences. Most of these problems are management issues, but sometimes the company's management can agree on every point but the employers do
not get enough information (businesslink.gov.uk). Without thorough research and effective communication the employers can start to working against
the integration. 3. Discussion Setting up a WOS or JV can be a difficult choice but by doing a solid market research and an intern research of their
own company the choice should be easier. If a company want to enter a foreign market

Starbucks Case.
Q1: Why do you think Starbucks has now elected to expand internationally primarily through local joint ventures to whom it licenses its format, as
opposed to using a pure licensing strategy?
First of all, the main point of this topic is that local joint venture gives control to Starbucks. In fact, the company can be really sure that licensees are
following its success formula. For example, it allowed the company to the liberty to train the foreign working party by transferring some employees
from the USA, so they could teach them the way to deal with the customers and to follow the "Starbucks essence" in their behavior. Before, Starbucks
did not have this control on the foreign business and this business still was far behind the ... Show more content on Helpwriting.net ...
It could be said, that the quality of the coffee Starbucks serves is a competitive advantage. However, a joint venture offers the lowest possible protection
of the sustainable competitive advantage (SCA). Therefore, Starbucks will have to implement strict guidelines to be able to keep their SCA alive and
well in the Japanese market. Starbucks partnership with Sazaby, Inc., an upscale retail and restaurant operating company, they did just that, protected
their SCA with a company that shares the same type of SCA while being a focused differentiator.
The third is the benefit of knowing how well the US product will do in the foreign market through local adaptation. Initially, it is that local
adaptation which serves as the greatest benefit of the partnership. Local adaptation looks at how well a US product will sell in the foreign market. A
partnership allows for the collaboration between foreign and US partners to develop a product that will functionally be similar to the original US
product yet also appeals to the consumers of the foreign market. Starbucks coffee bar design seems to have been a good match for the Japanese
market. The coffee culture in Japan is that of a "kissaten", coffeehouses with a formal sit down atmosphere.
Local adaption is one of the main points that Starbucks has to face. In fact, in it financial report, the company

Knowledge Transfer From MNC Parent To China Subsidiary
Journal of World Business 39 (2004) 168–182
An integrated model of knowledge transfer from
MNC parent to China subsidiary
Pien Wanga,*, Tony W. Tongb, Chun Peng Kohc a School of Business, National University of Singapore, 1 Business Link, Singapore 117592,
Singapore b Fisher College of Business, The Ohio State University, Newark, OH, USA c International Enterprise Singapore, Singapore
Abstract
Based on an empirical study of 62 firms, this paper develops a two–stage model describing knowledge transfer from MNCs to their China subsidiaries.
In the first stage, the model proposes factors affecting the extent of knowledge contributed by an MNC to its China subsidiary. In the second stage, the
model proposes factors affecting the extent of ... Show more content on Helpwriting.net ...
The development of the model is based on existing literature on FDI, knowledge transfer, and organizational learning. It also draws heavily on
findings from interviews with 62 firms, supplemented with observations made of firms interviewed, and materials gathered from company archives
and publication. While existing literature enables the model to be deeply grounded in established theories, data from the interviews of firms operating
in China and other sources help us identify new variables and discover unexpected relationships between variables (Glaser & Strauss, 1967).
Detailed descriptions of the methods employed in our study are presented next.
1. Methods
1.1. Data sources
Our study collected data from three sources: interviews, observation and documentation. The primary data source was interviews. We conducted
semi–structured interviews with 83 managers of 62 firms
(Table 1). These firms included 4 holding companies
(HCs), 17 wholly owned enterprises (WOVs), 30 equity joint ventures (EJVs), 2 contractual joint ventures (CJVs), 1 representative office (RO) and 8
firms
169

with mixed forms of operations. Among the 30 EJVs,
18 and 7 were majority–owned and minority–owned by the MNC parents respectively, with the rest 5 of them being 50–50 EJVs. With the exception of
two firms, which were from the service sector, the rest of the 60 firms spanned various manufacturing

Entry Strategy of H&M
Since H&M opened the first shop in Sweden in 1947, using an American concept of shops selling stylish clothes with low prices bring H&M
successful in the domestic market. H&M started to expand internationally from 1964. Not only Europe market, H&M also enter in North America, Asia
and Middle East market.
H&M became one of the biggest worldwide leading fashion retailers. Until Year 2010, H&M has around 2,000 stores in 37 markets (Data from
H&M–US Website). Details of market overview of H&M can be referred to Appendix I.
[pic]
Source: Annual Report of H&M 2009 http://www.hm.com/filearea/corporate/fileobjects/pdf/en
/ANNUAL_REPORT_ARCHIVE2009__ITEM_3_1269424409886.pdf In this part, we will study how H&M enter into United Stated market ... Show
It can let H&M gather information and avoid some uncertainty.
What is the "Wholly Owned Subsidiary"?
When H&M decided to enter American market, management use wholly owned subsidiary as entry strategy for H&M using. Why H&M decide to use
wholly owned subsidiary to enter into America? It will discuss later.
Wholly owned subsidiary is the operation in a host country that are fully owned by a foreign parent firm. Company can involve marketing, assembly or
full–scale integrated production operation. Also, company is necessary for capital investment to undertake the ownership option. For this strategy,
H&M can own the stock 100 percent and set up a new operation in a foreign country as Greenfield Venture.
Why H&M choose "Wholly Owned Subsidiary"
One of the advantages of wholly owned subsidiary is that H&M has a free hand to establish the strategy for the subsidiary including marketing strategy,
production, even window design. It enables H&M to keep all the profit from American market and don't need to share profit with partners.
As H&M mainly take the way of investing directly in the American market, wholly owned subsidiary can make H&M have tight control over
operation which is another advantage. Everything can be under control by H&M from the location of shop, arrangement inside the shop, range of
merchandise. Therefore, the stock in American market can be shared 100% by H&M. Finally, a

The Ethics Of The Corporate Veil
Introduction
The corporate veil is a term that refers to the concept of treating a corporation as a separate legal entity from its shareholders and thus bestowing upon
it separate rights, obligations and liabilities. In the landmark case of Salomon v Salomon, the court stated that the liability of company shareholders is
limited only to the extent of their capital contributions. The court also explained that since companies are separate legal entities from shareholders, they
are separately liable for debt and obligatory responsibilities.
However, there have been special circumstances where English courts have found it necessary to lift the corporate veil for the sake of delivering
justice. Although such instances are rare, the possibility of lifting the corporate veil has generated controversy. Such controversy primarily revolves
around the uncertainty of circumstances in which lifting the corporate veil is necessary. This paper provides a critical analysis of instances in which
lifting the corporate veil is necessary. The analysis applies examples and evidence from English case law, statutes and other applicable legal principles.
Lifting the corporate veil
Fraud (avoiding existing obligations)
The most prominent instance in which English courts allow lifting of the corporate veil is when individuals establish companies to commit fraud.
Fraud, in this case, means avoidance of existing obligations resultant of contracts or legal provisions. The Salomon case is

Advantages Of A Holding Company
HOLDING COMPANY
A holding company is a parent company that owns sufficient voting shares in a company to control its management, governing policies. A holding
company buys or otherwise obtains a majority percentage of stock in a company, which becomes and known as subsidiary company. Sometimes a pure
holding company distinguishes itself by adding "Holding" or "Holdings" to its name.
As per company law, a company which is controlled by another company is called as a subsidiary company and the company which is controlling
another company is called as a holding company. The control can be via control of management or via ownership of shares.
SUBSIDIARY COMPANY
A subsidiary company is a company in which 50% or more voting shares is controlled ... Show more content on Helpwriting.net ...
DIFFERENCE BETWEEN A HOLDING COMPANY AND SUBSIDIARY COMPANY
The terms holding and subsidiary are used to express the managerial, financial, legal and principal relationships between special types of business
organization, which includes financial institutions and corporations. A holding company means a body which is incorporated to acquire and grip the
majority of shares of other companies; a subsidiary is a business whose mass of the shares is owned by a holding company.
The differences between a holding company and subsidiary company are as under:
1) On the basis of Ownership
Holding company buys the bulk of the shares in another company, which becomes as its subsidiary. A holding company must control more than 50% of
company's stock before it's considered a subsidiary. Holding companies may in addition hold other holding companies– in this case they are known as
top holding companies. The holding company has all privileges and farm duties of ownership for its subsidiaries. The subsidiaries are not autonomously
owned; often continue to function as individual entities, though key corporate decisions are made by holding

The Australian Pilots Association ( Apa )
Introduction
The Australian Pilots Association (APA) is seeking to establish whether they would be able to pierce the corporate veil in order for the pilots of
Xpress Air Ltd (XAL) to claim their former employment entitlements from Kwik Air Ltd (KAL). In its struggle to respond to the economic downturn,
KAL incorporated a wholly–owned subsidiary XAL, and its restructure resulted in 200 pilots from KAL being made redundant and re–employed by
XAL at lower pay and superannuation. The APA becomes infuriated at the fact that newly employed pilots at KAL are offered the original contract with
higher pay. In advising the APA in their representation, the nature of the wrongful act must be identified. Then, we should evaluate the companies' legal
identity within the corporate group and the potential existence of agency relationship between them to figure out whether the veil of incorporation can
be lifted in determining the liability that exists for the parties involved.
Separate Legal Entity
In order to establish the liability of each party involved, it must first be determined whether the liable party will be KAL itself as a corporate
personality or its directors. The case of Salomon v Salomon & Co Ltd has established the legal principle of a company as a separate legal entity with
its own rights and responsibilities. This legal doctrine was reaffirmed in Andar Transport Pty Ltd v Brambles Ltd when Justice Kirby held that "the
mere fact that the company may be owned or controlled

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