Dr. Antoine Maurice Roussety is Executive Consultant at DST Advisory. He lectures in small business and franchising at Griffith University, Queensland, Australia
The document discusses key legal issues for business start-ups presented by Jim Chester of Chester/Associates law firm. It identifies four topics for start-ups to address: legal restrictions and permits; entity type selection such as LLC or corporation; intellectual property protection through trademarks, copyrights and patents; and developing basic legal documents including contracts and agreements. Failure to adequately address these legal issues early can cause significant problems for new businesses later.
Cultural Issues In Asia Private Equity and Venture Capital TransactionsPamir Law Group
Current trends in venture capital and private equity in Asia include:
1) Understanding local business culture, regulatory environments, and how parties evaluate comparative advantages is key to successful deals.
2) Knowing the concerns, goals, decision-making dynamics and motivations of local parties helps structure optimal deals.
3) Common issues include preference for relationships over contracts, family-owned businesses, tax havens, hierarchy, and incentivizing good behavior through penalties rather than rewards.
Determinants of capital structure of insurance companies in ghanaAlexander Decker
This research paper examines the determinants of capital structure for insurance companies in Ghana using financial data from 12 insurance companies over 2002-2007. The study finds support for both the static trade-off theory and pecking order theory in explaining capital structure. Firm size, profitability, and growth were statistically significant determinants of leverage. Larger, more profitable companies used less debt, while growing companies used more debt. The paper provides context on the insurance industry in Ghana and reviews theories of capital structure.
- The document discusses legal structures for organizations like development trusts, including options like companies limited by guarantee, industrial and provident societies, charitable status, and community interest companies.
- It provides an overview of key factors to consider when choosing a structure, such as objectives, activities, trading needs, and funding requirements.
- Examples are given of more complex structures like joint ventures between organizations and setting up separate entities for activities like renewable energy.
This guide provides an overview of mergers and acquisitions (M&A) law across jurisdictions in the Asia Pacific region. It discusses key issues to consider when structuring an M&A transaction, including whether to acquire shares or assets and the tax implications of different structures. It also addresses factors like foreign ownership restrictions, competition/antitrust regulations, and the importance of conducting thorough due diligence. The guide offers information on M&A rules and regulations in 13 Asia Pacific countries and territories to help multinationals and companies investing in the region.
Interestingly, unlike general partnerships (which can come into existence without the partners being aware or even specifically trying to avoid that relationship), a limited partnership can only come into existence “when a declaration is filed with the Registrar”: s. 2(2). So what about the liability of a limited partner until that happens? Well, until the declaration is filed and accepted by the Registrar, the partnership can only be characterized as a general partnership, which imposes UNLIMITED liability on the prospective limited partner.
Also worth mentioning is that you need to have a partnership before you can have a limited partnership. This means that the basic test for forming a partnership must exist at all times – namely, that one or more parties carry on business in common with a view to profit (see s. 3 of the Ontario Partnerships Act).
1. The document discusses the characteristics of partnerships, including that partnerships are associations of two or more individuals who jointly own and operate a business for profit.
2. Key characteristics of partnerships include mutual agency where each partner's actions bind the others, limited life as partnerships can end when a partner withdraws or is unable to participate, and unlimited liability where each partner is responsible for all debts of the partnership.
3. The document also briefly discusses other business structures with some partnership characteristics like limited partnerships, limited liability partnerships, and S corporations.
King Stubb & Kasiva is a full service national law firm in India with offices in major cities. It has alliances with lawyers in 24 states and international law firms in 37 countries, providing clients with a single point of contact. The firm's practice areas include corporate law, litigation, employment law, energy law, and more. It represents large businesses, governments, and individuals on various legal matters.
The document discusses key legal issues for business start-ups presented by Jim Chester of Chester/Associates law firm. It identifies four topics for start-ups to address: legal restrictions and permits; entity type selection such as LLC or corporation; intellectual property protection through trademarks, copyrights and patents; and developing basic legal documents including contracts and agreements. Failure to adequately address these legal issues early can cause significant problems for new businesses later.
Cultural Issues In Asia Private Equity and Venture Capital TransactionsPamir Law Group
Current trends in venture capital and private equity in Asia include:
1) Understanding local business culture, regulatory environments, and how parties evaluate comparative advantages is key to successful deals.
2) Knowing the concerns, goals, decision-making dynamics and motivations of local parties helps structure optimal deals.
3) Common issues include preference for relationships over contracts, family-owned businesses, tax havens, hierarchy, and incentivizing good behavior through penalties rather than rewards.
Determinants of capital structure of insurance companies in ghanaAlexander Decker
This research paper examines the determinants of capital structure for insurance companies in Ghana using financial data from 12 insurance companies over 2002-2007. The study finds support for both the static trade-off theory and pecking order theory in explaining capital structure. Firm size, profitability, and growth were statistically significant determinants of leverage. Larger, more profitable companies used less debt, while growing companies used more debt. The paper provides context on the insurance industry in Ghana and reviews theories of capital structure.
- The document discusses legal structures for organizations like development trusts, including options like companies limited by guarantee, industrial and provident societies, charitable status, and community interest companies.
- It provides an overview of key factors to consider when choosing a structure, such as objectives, activities, trading needs, and funding requirements.
- Examples are given of more complex structures like joint ventures between organizations and setting up separate entities for activities like renewable energy.
This guide provides an overview of mergers and acquisitions (M&A) law across jurisdictions in the Asia Pacific region. It discusses key issues to consider when structuring an M&A transaction, including whether to acquire shares or assets and the tax implications of different structures. It also addresses factors like foreign ownership restrictions, competition/antitrust regulations, and the importance of conducting thorough due diligence. The guide offers information on M&A rules and regulations in 13 Asia Pacific countries and territories to help multinationals and companies investing in the region.
Interestingly, unlike general partnerships (which can come into existence without the partners being aware or even specifically trying to avoid that relationship), a limited partnership can only come into existence “when a declaration is filed with the Registrar”: s. 2(2). So what about the liability of a limited partner until that happens? Well, until the declaration is filed and accepted by the Registrar, the partnership can only be characterized as a general partnership, which imposes UNLIMITED liability on the prospective limited partner.
Also worth mentioning is that you need to have a partnership before you can have a limited partnership. This means that the basic test for forming a partnership must exist at all times – namely, that one or more parties carry on business in common with a view to profit (see s. 3 of the Ontario Partnerships Act).
1. The document discusses the characteristics of partnerships, including that partnerships are associations of two or more individuals who jointly own and operate a business for profit.
2. Key characteristics of partnerships include mutual agency where each partner's actions bind the others, limited life as partnerships can end when a partner withdraws or is unable to participate, and unlimited liability where each partner is responsible for all debts of the partnership.
3. The document also briefly discusses other business structures with some partnership characteristics like limited partnerships, limited liability partnerships, and S corporations.
King Stubb & Kasiva is a full service national law firm in India with offices in major cities. It has alliances with lawyers in 24 states and international law firms in 37 countries, providing clients with a single point of contact. The firm's practice areas include corporate law, litigation, employment law, energy law, and more. It represents large businesses, governments, and individuals on various legal matters.
Incorporating a business provides several key legal and financial benefits. It reduces personal liability so owners' personal assets are protected from business debts. It adds credibility that can help attract customers and investors. Incorporation also provides tax advantages like deductible benefits and retirement plans. The most common structures are C corporations, S corporations, close corporations, and LLCs, with each having different requirements and tax implications. States like Delaware and Nevada are popular for out-of-state incorporations due to their business-friendly laws, but businesses must still qualify to operate in their home state.
The document provides a summary of recent and upcoming policy changes relating to UK company law and governance, as outlined in a presentation by Peter Swabey of ICSA. Key points include:
1. The Small Business, Enterprise and Employment Act 2015 introduces several changes around bearer shares, directors' dates of birth on public registers, and other areas over 2015-2016.
2. From April 2016, most UK companies will be required to maintain a public register of people with significant control over the company and provide this information to Companies House annually.
3. Other new laws and upcoming consultations relate to the EU Shareholder Rights Directive, Audit Directive implementation, and closing the gender pay gap.
4
Business involves producing or selling goods and services for profit. Without a business structure, the owner is personally responsible for all business debts. A sole proprietorship is owned by one person, while a partnership has multiple owners who all assume unlimited liability. A corporation provides limited liability for owners and a separate legal entity, but is more complex to establish. Common forms of business organization include sole proprietorships, partnerships, corporations, cooperatives, franchises, and limited liability companies (LLCs).
Incorporating a business provides several key legal and financial benefits. It separates personal liability from business liability, adding credibility. Tax advantages are available through deducting business expenses. Access to capital is easier by selling shares of stock. The business structure continues regardless of owner changes. Different types of corporations like S Corps avoid double taxation. States like Delaware and Nevada have business-friendly laws but may require additional registration in other states where business is conducted.
This document analyzes 63 rights issues conducted by S&P/ASX300 companies between 2010-2012 to compare actual underwriting fees paid against a benchmark valuation model. It finds that on average, companies paid a 46% premium over the benchmark value, equating to an aggregate $172M excess or $2.7M per raising. This suggests companies overpaid for underwriting services compared to the actual shortfall risk. Underwriting fees have also risen 60% over 20 years despite reduced risks, potentially harming investors. The study aims to determine if fee amounts reasonably reflect risks or if boards could obtain better value.
Choosing the appropriate legal structure is a crucial decision for any startup.What are the basic forms of doing business and their relative benefits? Essential procedures and prerequisites of each form of business.
Contractual safeguards: How do we limit contractual liability? Relevant stakeholders (promoters/co-founders; employees; consultants; clients and vendors) and the respective contract liability mitigating strategies.
Data Protection: How do we protect the competitive value of data in our business? Data protection is distinct from IPRs, and therefore, we must understand the legal framework of protecting data and the relevant international trends in this regard.
Business law is essential for businesses to operate successfully within legal boundaries. It provides rules for areas like forming business entities, contracts, transactions, intellectual property, employment, and more. Understanding business law helps owners make choices to comply with regulations and avoid costly litigation. It also establishes standards for fair market participation and efficient business interactions. Overall, business law creates a structured legal system that supports commerce.
Presentation given to the participants of the Launchpad program run by NDRC in Dublin's Digital Hub, including updated links to NVCA term sheet and guidance on retaining professional advisers
This document provides an overview of different business organizations in Ontario, Canada, including sole proprietorships, general partnerships, limited partnerships, and corporations. It discusses the advantages and disadvantages of each structure, how they are created and maintained, issues around liability, taxation, and other considerations. The author, Michael Carabash, is an Ontario lawyer who provides this information for educational purposes and notes that professional legal advice should be sought for establishing or changing a business structure.
This document is a letter from several consumer advocacy groups and financial industry organizations to the SEC Chairman regarding a framework for rulemaking around imposing a fiduciary duty on broker-dealers. The groups support extending the fiduciary duty that currently applies to investment advisers under the Investment Advisers Act to broker-dealers providing personalized investment advice. They agree with the approach outlined in the SEC's Section 913 study of applying uniform rules to both broker-dealers and advisers. However, they disagree with concerns from broker-dealers that this would force major business model changes, as the fiduciary duty is already consistent with common broker-dealer practices like commissions and limited product menus. The letter uses a prior SIFMA letter as a
Getting the Deal Through: Corporate Reorganisations 2018, IrelandMatheson Law Firm
Corporate partner Fergus Bolster and corporate associate Kieran Trant author the Ireland chapter for the first edition of Getting the Deal Through: Corporate Reorganisations.
The UP-C structure provides private equity firms and portfolio companies potential tax benefits when exiting investments. Over the past decade, 55 companies have gone public using a UP-C or similar structure, raising $30 billion. A key benefit is that historic owners receive value from tax savings shared with the public entity. Private equity firms may consider a UP-C for transactions, succession planning, and as an alternative to an IPO when exiting investments. Increased M&A activity may create more opportunities for private equity firms to utilize the UP-C structure.
This document provides an overview of non-compete and non-solicitation agreements in Ontario. It discusses what restrictive covenants are and defines non-compete and non-solicitation clauses. It notes that for these clauses to be valid and enforceable in Ontario, they must be clear, certain, and not too vague. The document also discusses factors that courts consider for determining whether exceptional circumstances exist to uphold a non-compete clause and when it may be advisable to only include a non-solicitation clause rather than both types of restrictive covenants.
Authored by: James R. Copland, David F. Larcker, and Brian Tayan Stanford Closer Look Series, May 30, 2018
Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. This Closer Look provides a comprehensive review of the proxy advisory industry and the influence of these firms on voting behavior, corporate choices, and outcomes, and it outlines potential reforms for the industry.
We ask:
• How accurate are the voting recommendations of proxy advisory firms?
• How influential are they over voting practices and corporate choices?
• Should steps be taken to reduce their influence or improve the reliability of their recommendations?
• Would greater transparency, back-testing, and regulation improve the market for their services?
Entrepreneurs will face a huge number of decisions as they move from concept to commercialization. One of the
first major decisions is what type of legal entity to form in order to move their great ideas forward. Why does it
matter? Because different entities have very different rules regarding limited liability, management and control
flexibility, capital structure, tax efficiency and eligible investors.
The document describes a Professional Alliance program between an independent financial advisor's firm and Morgan Stanley Smith Barney that allows advisors to refer clients to Morgan Stanley in exchange for ongoing referral fees. Key details include:
- Advisors can enhance their business through the value, competitive advantage, and additional revenue source provided by referrals.
- Referral fees are paid on ongoing fee-based accounts of referred clients.
- Referrals must comply with registration requirements in the advisor's state.
- Morgan Stanley provides resources like investment products and research to advisors.
The document discusses criticisms of Australia's Trade Practices Amendment (Cartel Conduct and Other Measures) Bill 2008 and its impact on resource joint ventures. Specifically, it argues that the Bill fails to provide legal and commercial certainty for joint ventures by requiring that cartel provisions be contained within a contract and removing the competition test from the joint venture exceptions. This limits the exceptions' application to informal agreements and day-to-day operational decisions of joint ventures. The document advocates adopting the US approach of evaluating joint ventures based on their competitive effects rather than contractual requirements alone.
This document discusses corporate governance in India. It begins by providing context on the state of corporate governance in India prior to reforms, noting issues like managing agency systems, licensing requirements, corruption, and ineffective oversight. It then discusses current weaknesses in corporate governance in India, including related party transactions, board independence, and enforcement. The document concludes by recommending improvements like increasing board independence, separating CEO and chairperson roles, strengthening shareholder rights and enforcement, and improving transparency and disclosure.
Legal structures to attract investors and penetrate the global market EkoInnovationCentre
Private equity funding and global expansion require careful legal structuring and due diligence. Private equity involves providing equity capital to growing companies in exchange for ownership stakes. The process includes expressing interest, conducting due diligence on both parties, negotiating terms, and closing with signed agreements. Both companies and investors must research the other thoroughly. Expanding globally requires understanding foreign laws, choosing governing law for contracts, selecting the proper legal entity like an LLC or joint venture, and ensuring compliance with corporate governance rules. Careful legal and risk assessment is vital for attracting investors and penetrating new markets.
This document provides information about legal structures and regulations for starting a small business. It discusses the main legal structures including sole proprietorship, partnership, corporation (regular and S-corporation), and limited liability company. For each structure, it outlines factors like legal liability, taxation, administrative costs, and advantages/disadvantages. The document also lists state licensing agencies for different business types and outlines general legal and regulatory requirements for businesses like obtaining licenses, permits, tax registrations and complying with labor laws.
The GIS department at the Information Technology Institute in Egypt has graduated 19 intakes totaling 300 GIS specialists since 1993. It aims to spread GIS science in Egypt and the region by providing extensive training on geo-science and GIS packages. It partners with Lund University in Sweden to allow students to complete an online GIS master's degree in one year. The department has 3 staff members and technical consultants who teach courses in 4 categories: IT fundamentals, GIS concepts and packages, GIS web and mobile development, and innovation/soft skills.
Incorporating a business provides several key legal and financial benefits. It reduces personal liability so owners' personal assets are protected from business debts. It adds credibility that can help attract customers and investors. Incorporation also provides tax advantages like deductible benefits and retirement plans. The most common structures are C corporations, S corporations, close corporations, and LLCs, with each having different requirements and tax implications. States like Delaware and Nevada are popular for out-of-state incorporations due to their business-friendly laws, but businesses must still qualify to operate in their home state.
The document provides a summary of recent and upcoming policy changes relating to UK company law and governance, as outlined in a presentation by Peter Swabey of ICSA. Key points include:
1. The Small Business, Enterprise and Employment Act 2015 introduces several changes around bearer shares, directors' dates of birth on public registers, and other areas over 2015-2016.
2. From April 2016, most UK companies will be required to maintain a public register of people with significant control over the company and provide this information to Companies House annually.
3. Other new laws and upcoming consultations relate to the EU Shareholder Rights Directive, Audit Directive implementation, and closing the gender pay gap.
4
Business involves producing or selling goods and services for profit. Without a business structure, the owner is personally responsible for all business debts. A sole proprietorship is owned by one person, while a partnership has multiple owners who all assume unlimited liability. A corporation provides limited liability for owners and a separate legal entity, but is more complex to establish. Common forms of business organization include sole proprietorships, partnerships, corporations, cooperatives, franchises, and limited liability companies (LLCs).
Incorporating a business provides several key legal and financial benefits. It separates personal liability from business liability, adding credibility. Tax advantages are available through deducting business expenses. Access to capital is easier by selling shares of stock. The business structure continues regardless of owner changes. Different types of corporations like S Corps avoid double taxation. States like Delaware and Nevada have business-friendly laws but may require additional registration in other states where business is conducted.
This document analyzes 63 rights issues conducted by S&P/ASX300 companies between 2010-2012 to compare actual underwriting fees paid against a benchmark valuation model. It finds that on average, companies paid a 46% premium over the benchmark value, equating to an aggregate $172M excess or $2.7M per raising. This suggests companies overpaid for underwriting services compared to the actual shortfall risk. Underwriting fees have also risen 60% over 20 years despite reduced risks, potentially harming investors. The study aims to determine if fee amounts reasonably reflect risks or if boards could obtain better value.
Choosing the appropriate legal structure is a crucial decision for any startup.What are the basic forms of doing business and their relative benefits? Essential procedures and prerequisites of each form of business.
Contractual safeguards: How do we limit contractual liability? Relevant stakeholders (promoters/co-founders; employees; consultants; clients and vendors) and the respective contract liability mitigating strategies.
Data Protection: How do we protect the competitive value of data in our business? Data protection is distinct from IPRs, and therefore, we must understand the legal framework of protecting data and the relevant international trends in this regard.
Business law is essential for businesses to operate successfully within legal boundaries. It provides rules for areas like forming business entities, contracts, transactions, intellectual property, employment, and more. Understanding business law helps owners make choices to comply with regulations and avoid costly litigation. It also establishes standards for fair market participation and efficient business interactions. Overall, business law creates a structured legal system that supports commerce.
Presentation given to the participants of the Launchpad program run by NDRC in Dublin's Digital Hub, including updated links to NVCA term sheet and guidance on retaining professional advisers
This document provides an overview of different business organizations in Ontario, Canada, including sole proprietorships, general partnerships, limited partnerships, and corporations. It discusses the advantages and disadvantages of each structure, how they are created and maintained, issues around liability, taxation, and other considerations. The author, Michael Carabash, is an Ontario lawyer who provides this information for educational purposes and notes that professional legal advice should be sought for establishing or changing a business structure.
This document is a letter from several consumer advocacy groups and financial industry organizations to the SEC Chairman regarding a framework for rulemaking around imposing a fiduciary duty on broker-dealers. The groups support extending the fiduciary duty that currently applies to investment advisers under the Investment Advisers Act to broker-dealers providing personalized investment advice. They agree with the approach outlined in the SEC's Section 913 study of applying uniform rules to both broker-dealers and advisers. However, they disagree with concerns from broker-dealers that this would force major business model changes, as the fiduciary duty is already consistent with common broker-dealer practices like commissions and limited product menus. The letter uses a prior SIFMA letter as a
Getting the Deal Through: Corporate Reorganisations 2018, IrelandMatheson Law Firm
Corporate partner Fergus Bolster and corporate associate Kieran Trant author the Ireland chapter for the first edition of Getting the Deal Through: Corporate Reorganisations.
The UP-C structure provides private equity firms and portfolio companies potential tax benefits when exiting investments. Over the past decade, 55 companies have gone public using a UP-C or similar structure, raising $30 billion. A key benefit is that historic owners receive value from tax savings shared with the public entity. Private equity firms may consider a UP-C for transactions, succession planning, and as an alternative to an IPO when exiting investments. Increased M&A activity may create more opportunities for private equity firms to utilize the UP-C structure.
This document provides an overview of non-compete and non-solicitation agreements in Ontario. It discusses what restrictive covenants are and defines non-compete and non-solicitation clauses. It notes that for these clauses to be valid and enforceable in Ontario, they must be clear, certain, and not too vague. The document also discusses factors that courts consider for determining whether exceptional circumstances exist to uphold a non-compete clause and when it may be advisable to only include a non-solicitation clause rather than both types of restrictive covenants.
Authored by: James R. Copland, David F. Larcker, and Brian Tayan Stanford Closer Look Series, May 30, 2018
Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. This Closer Look provides a comprehensive review of the proxy advisory industry and the influence of these firms on voting behavior, corporate choices, and outcomes, and it outlines potential reforms for the industry.
We ask:
• How accurate are the voting recommendations of proxy advisory firms?
• How influential are they over voting practices and corporate choices?
• Should steps be taken to reduce their influence or improve the reliability of their recommendations?
• Would greater transparency, back-testing, and regulation improve the market for their services?
Entrepreneurs will face a huge number of decisions as they move from concept to commercialization. One of the
first major decisions is what type of legal entity to form in order to move their great ideas forward. Why does it
matter? Because different entities have very different rules regarding limited liability, management and control
flexibility, capital structure, tax efficiency and eligible investors.
The document describes a Professional Alliance program between an independent financial advisor's firm and Morgan Stanley Smith Barney that allows advisors to refer clients to Morgan Stanley in exchange for ongoing referral fees. Key details include:
- Advisors can enhance their business through the value, competitive advantage, and additional revenue source provided by referrals.
- Referral fees are paid on ongoing fee-based accounts of referred clients.
- Referrals must comply with registration requirements in the advisor's state.
- Morgan Stanley provides resources like investment products and research to advisors.
The document discusses criticisms of Australia's Trade Practices Amendment (Cartel Conduct and Other Measures) Bill 2008 and its impact on resource joint ventures. Specifically, it argues that the Bill fails to provide legal and commercial certainty for joint ventures by requiring that cartel provisions be contained within a contract and removing the competition test from the joint venture exceptions. This limits the exceptions' application to informal agreements and day-to-day operational decisions of joint ventures. The document advocates adopting the US approach of evaluating joint ventures based on their competitive effects rather than contractual requirements alone.
This document discusses corporate governance in India. It begins by providing context on the state of corporate governance in India prior to reforms, noting issues like managing agency systems, licensing requirements, corruption, and ineffective oversight. It then discusses current weaknesses in corporate governance in India, including related party transactions, board independence, and enforcement. The document concludes by recommending improvements like increasing board independence, separating CEO and chairperson roles, strengthening shareholder rights and enforcement, and improving transparency and disclosure.
Legal structures to attract investors and penetrate the global market EkoInnovationCentre
Private equity funding and global expansion require careful legal structuring and due diligence. Private equity involves providing equity capital to growing companies in exchange for ownership stakes. The process includes expressing interest, conducting due diligence on both parties, negotiating terms, and closing with signed agreements. Both companies and investors must research the other thoroughly. Expanding globally requires understanding foreign laws, choosing governing law for contracts, selecting the proper legal entity like an LLC or joint venture, and ensuring compliance with corporate governance rules. Careful legal and risk assessment is vital for attracting investors and penetrating new markets.
This document provides information about legal structures and regulations for starting a small business. It discusses the main legal structures including sole proprietorship, partnership, corporation (regular and S-corporation), and limited liability company. For each structure, it outlines factors like legal liability, taxation, administrative costs, and advantages/disadvantages. The document also lists state licensing agencies for different business types and outlines general legal and regulatory requirements for businesses like obtaining licenses, permits, tax registrations and complying with labor laws.
The GIS department at the Information Technology Institute in Egypt has graduated 19 intakes totaling 300 GIS specialists since 1993. It aims to spread GIS science in Egypt and the region by providing extensive training on geo-science and GIS packages. It partners with Lund University in Sweden to allow students to complete an online GIS master's degree in one year. The department has 3 staff members and technical consultants who teach courses in 4 categories: IT fundamentals, GIS concepts and packages, GIS web and mobile development, and innovation/soft skills.
The document discusses Maurice Roussety's argument for rating franchise systems in Australia. Currently, there are no recognized mechanisms for systematically rating franchise system efficiency. Roussety believes ratings could help franchisors identify weaknesses, franchisees assess existing or potential franchisors, valuate franchisee business goodwill, and assist lenders and those conducting due diligence. As an experienced consultant, Roussety is positioned to provide strategic advice on franchising, growth, finance modeling and more to organizations.
Dokumen ini memberikan petunjuk penggunaan sistem Pendataan Ulang Pegawai Negeri Sipil Elektronik (e-PUPNS) yang dibangun oleh Badan Kepegawaian Negara, mulai dari proses registrasi, pengisian formulir, hingga verifikasi data oleh instansi terkait."
This document discusses the seasons in South Africa and the fruits and vegetables that are in season during each season. It notes that spring runs from September to November and fruits like oranges, lemons, raspberries and strawberries are available, as well as vegetables like aubergines, cauliflower and spinach. Summer is from December to February, bringing cherries, plums, pineapples and grapes, as well as lettuce and peas. Autumn runs from March to May, with fruits like apples and avocados and vegetables such as mushrooms and peppers. Winter is the coldest time from June to August, though bananas and pears are available, as well as carrots and potatoes.
Este documento describe los diferentes climas de España. El clima oceánico se caracteriza por temperaturas suaves y precipitaciones abundantes en todas las estaciones. El clima continental tiene temperaturas extremas con inviernos fríos y veranos calurosos, y poca precipitación. El clima mediterráneo tiene veranos calurosos e inviernos suaves, con precipitaciones irregulares. El clima de montaña tiene temperaturas frescas y fuertes precipitaciones, y la vegetación depende de la altitud. El clima subtropical de
Secuencia didáctica nivel ortográfico.dolores peña
El documento describe una secuencia didáctica para enseñar a niños la diferencia entre palabras cortas y largas que comienzan con las letras "b" y "v". El maestro pide a los estudiantes que nombren palabras pertenecientes a cada categoría y luego las escribe en una lista. Más tarde, los estudiantes practican identificando y clasificando más palabras basadas en su longitud y uso de "b" o "v" al inicio.
1. The document discusses the formulation of a per capita population growth rate model that accounts for behaviors such as an initial increase then decline in growth rate and the Allee effect.
2. A per capita growth rate model is developed based on an existing logistic growth model, relating per capita growth rate to population size.
3. A local stability analysis of the critical points (N=0, N=C, N=K) shows that populations sizes of 0 and K are stable, while C is unstable, resulting in an S-shaped phase line graph.
Muhammad Javed is seeking to enhance his knowledge and career through challenging opportunities where he can utilize his skills. He has a BA from Bahad U Din Zekeria University and over 15 years of experience in fields research, tobacco sales, and supervision. Javed has strong computer skills and experience with Microsoft Office applications. He aims to contribute as a team player with leadership, communication abilities and a flexible attitude.
O batismo e as tentações_Lição_original com textos_222015Gerson G. Ramos
A lição original com os textos bíblicos tem como finalidade; facilitar a leitura ou mesmo o estudo, os versos estão na sequência correta, evitando a necessidade de procurá-los, o que agiliza, para os que tem o tempo limitado, vc pode levá-la no ipad, no pendrive, celular e etc, ler a qualquer momento e em qualquer lugar que desejar, até sem a necessidade de estar conectado na internet.
Também facilita se for imprimir por usar bem menos tinta que a lição convencional.
Que... “Deus tenha misericórdia de nós e nós abençoe; e faça resplandecer o seu rosto sobre nós. Para que se conheça na terra o teu caminho, e em todas as nações a tua salvação”. Sal. 67:1-2.
Bom Estudo!
Bệnh viện nhi đồng II:http://www.benhviennhi.org.vn/
Hô hấp trẻ em: http://hohaptreem.vn
Chủ biên: TT ƯT TS. BS. Hà Mạnh Tuấn
TS. BS. Trương Quang Định
Phác đồ ngoại nhi bệnh viện nhi đồng 2. Tài liệu không thể thiếu cho các bác sĩ ngoại nhi.
The document summarizes the five senses - sight, hearing, smell, taste, and touch - and describes how each sense works and the organs involved. It then discusses the central nervous system, including the brain, cerebellum, brain stem, and spinal cord. Finally, it briefly outlines the peripheral nervous system, skeleton, joints, and muscles. The key points are that the five senses detect stimuli and send signals to the brain for processing, and that the central and peripheral nervous systems work together to receive sensory information and control the body's responses.
The document discusses flowering and non-flowering plants. Flowering plants, like apple and cherry trees, reproduce sexually through flowers and seeds contained in fruits. Non-flowering plants like ferns and mosses reproduce asexually through spores. Gymnosperms are also flowering plants but have small flowers and cones instead of fruits. The document also describes the key parts of plants - roots that take in water and minerals, stems that provide structure and transport nutrients, and leaves that perform photosynthesis to produce food.
Non hai ancora un sito web per la tua attività ? Il web, la rete internet è diventata un canale importantissimo per ricercare e sviluppare contatti commerciali. Scopri perchè un sito web aziendale è importante per il tuo business
Mercer Capital's Tennessee Family Law | Q1 2018 | Valuation & Forensic Insigh...Mercer Capital
Mercer Capital is the largest valuation and financial advisory firm in Tennessee with offices in Nashville and Memphis. Complex financial issues are a critical part of many of your client engagements. The focus of this newsletter is to provide useful content about these financial issues from the perspective of financial experts. We seek to help you assist your clients in financial and accounting matters.
This document discusses due diligence in international transactions. It begins with an introduction that defines due diligence and its importance when evaluating potential investments, mergers, or acquisitions. It then discusses the different types of due diligence, including legal, financial, and commercial due diligence. The document also outlines the key steps in a typical due diligence framework. Finally, it emphasizes the importance of due diligence for reducing risk and gaining valuable information when conducting international business transactions.
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1. 1 | P a g e
Goodwill in franchising- A precursory examination
Maurice Roussety *
PhD Candidate
Asia-Pacific Centre for
Franchising Excellence
Griffith University
Brisbane, Australia
Lorelle Frazer
Professor in Marketing
Asia-Pacific Centre for
Franchising Excellence
Griffith University
Brisbane, Australia
Evan Douglas
Professor in Entrepreneurship
Griffith Business School
Griffith University
Brisbane, Australia
ABSTRACT
This conceptual paper explores the issue of goodwill in franchisee-operated businesses
and discusses what it is, when it arises and why it needs to be identified. It takes into account
goodwill approaches from an economic, legal and accounting perspective, while focusing
on a specific concept of goodwill that often creates dissonance between franchisors and
franchisees in resale or exit events. Whilst there is a paucity of research on this topic, this
paper establishes reasons why goodwill generated in franchise businesses is different to other
business models, and highlights the contractual triggers and regulatory motivations for its
identification and valuation. Conclusions are therefore drawn as to the type of future research
needed to address this controversial issue, and to provide guidance to existing and
prospective franchisors when structuring their franchise agreements.
Keywords: Franchising, franchisee, franchisor, goodwill, franchising code
Track: Marketing- Franchising
1. INTRODUCTION
Problem Statement
Franchise models comprise a blend of innovative structures that inevitably create
contractual and relational complexities. Given that the issue of franchisee-operated business
goodwill is one those complexities, we need to know exactly what is, when does it arise, and
why it needs to be identified. Exit and resale events in franchising are often adversarial,
affecting ten per cent of Australian franchisees (Frazer, Weaven, & Bodey, 2012). This
problem exists because Australian franchisors typically retain the rights to goodwill
generated by franchisees, which in turn affects a franchisee’s return on investment, thereby
creating dissonance when a franchisee wishes to discontinue the franchise arrangement.
Research Objective and Research Questions
This paper aims to highlight the problems of goodwill in franchisee-operated businesses,
in context of the Australian contractual and regulatory framework. In so doing, the following
research questions arise with respect to franchisee-operated businesses:
1. What is goodwill?
2. Why is it different from independently-operated businesses?
3. When are goodwill related issues triggered?
Significance of the Research
This paper should contribute to new knowledge and stimulate interest in the development
of economic models for the valuation of goodwill of franchisee-operated businesses. These
2. 2 | P a g e
models would serve as a valuable tool in matters such as, (a) due diligence investigations of
franchisee-operated businesses engaged in mergers and acquisitions, (b) valuation of
inheritance and wills, (c) valuation of business assets in matrimonial disputes, (d) value-
creation based executive compensation schemes, (e) identification of value drivers in
growing businesses and, (f) strategic decision making as to whether to grow, merge, or
divest.
Theoretical Construct
This paper deals with goodwill and its form, content, and value in context of franchisee-
operated businesses. Given the theoretical nature of goodwill, for the purposes of this
research, goodwill is the total value of future operating cash-flows of the business less the
opportunity cost of net tangible assets employed in generating these cash-flows. In that
context, goodwill is generated by business assets such as brand name, patents, and all other
items of intellectual property.
2. LITERATURE REVIEW OF FRANCHISING AND FRANCHISE GOODWILL
Franchising Background
Franchising is well developed in Australia. It continues to grow at a high rate across major
industries such as retail trade, accommodation and food as well as administration and support
services (Frazer, Weaven, & Bodey, 2010). Presently, Australia boasts an estimated 1,180
homegrown business format systems with over 73,000 franchisees. Over 93 percent
Australian franchisors are privately owned with only 5 publicly listed on the Australian
Stock Exchange (Frazer, Weaven, & Bodey, 2010). Businesses operating in Australia
through a franchise model are regulated mainly by the Competition and Consumer Act 2010
(CCA) formerly the Trade Practices Act 1974 (Cth), the Australian Consumer Law (ACL),
the Australian Securities and Investments Commission Act 2001, and the Corporations Act
2001. The CCA represents the dominant law that prescribes the Franchising Code of
Conduct (the Code) as a mandatory industry Code. As such, the CCA dominates the legal
compliance regime of a franchise system, which in turn requires the franchisor and its
franchisees to implement structured risk management practices.
Franchise Contracts
The franchise agreement in its purest form creates neither a master/servant, an
employer/employee, nor an independent contracting relationship, which Van Tonder &
McMullan (2010, p. 892) refer to as a “hybrid organisation” and Hoy, Stanworth, & Purdy
(2000, p. 412) as a “quasi employee or independent venture owner.” Parties to franchise
agreements are subject to economic risk (Brickley & Dark, 1987) and deal with intellectual
property. Notably, the equivalency of a franchise to a transfer or a right or a license was
considered in the Federal Court without any clear legal distinction being settled (Spencer,
2008). However, it could be argued that in the final analysis, the distinction lies more in the
specifics, rather than the generalities of the contract, and measured by allocation of
independence, risk, and incentives between the parties. The payment of an initial franchise
fee and subsequent fees to the franchisor does not represent the purchase of a business by
the franchisee but merely the right to replicate such a business. Whilst what a franchisee
does may have the character of a business within the framework of the franchise system as
a whole, it is still not the franchisee’s business. Having a mere legal right to conduct the
business does not necessarily mean that the franchisee owns it. Put simply, what the
franchisee enjoys is a contractual (finite), not a proprietary (infinite), right to the business.
3. 3 | P a g e
What Is Goodwill?
According to Cathro (1996) goodwill may include imputed values for such intangibles as
trademarks, brand names, patents, and all other benefits derived by its governance structure,
which Schaeffer & Robins (2008) argue should be differentiated between those that are
protectable by law, i.e. patents and trademarks and those that are not, such as incentive and
marketing systems. These authors further argue that unprotected intangibles carry more risk
and uncertainty in common law, which may adversely affect their relative value. In the past,
a number of Courts have commented upon the difficulty of prescribing a legal definition of
goodwill, to the extent that no statutory definition exists in Australian law (Tregoning, 2010).
This is most obvious in the minority decision of Judge Kirby in the 1998 High Court case of
Commissioner of Taxation (Australia) v Murry where His Honour said, “...almost 100 years
ago, the House of Lords in Muller’s case declared that goodwill was a thing very easy to
describe, very difficult to define”. Indeed, these few simple words continue to pose an
intellectual challenge for many (Cathro, 1996).
The Economic Perspective
As Parkman (1998) states, goodwill can only be measured prospectively according to the
probabilistic future returns of the asset. By extension, an asset without a reasonable
probability of generating future returns has no goodwill value. However, goodwill exists
only in those assets that generate revenues in combination with other productive assets. In
that sense, goodwill cannot be divided or autonomously attributed to discrete assets that form
part of a revenue-generating organism (Beresford & Moseley, 1983). Whilst revenues are
maximised by the efficient allocation of resources to individual assets, there is no guarantee
that each asset will deliver commensurable returns. Despite the possibility of
disproportionate returns amongst assets within the organism, when calculating goodwill
those returns are proportionally and cooperatively represented.
The Accounting Perspective
The taxonomic essence of goodwill according to Australian standards relate to two broad
concepts, that of future benefits and residually quantifiable assets. In context of accounting
and statutory reporting, future benefits accrue to the firm in the form of the efficiency and
effectiveness of its business operations (Nethercott & Hanlon, 2002); and more as an added-
value and a super profit according to (Cathro, 1996). While there may be a prima facie
appreciation for the simplicity of this concept, several complex finance, legal and marketing
issues arise in arriving at an actual monetary value for this added-value. Conversely, the
constitution of residually quantifiable assets is much easier to conceptualise and identify. It
is everything a business owns or controls, to the exclusion of, assets that are capable of being
readily identified and recorded (Nethercott & Hanlon, 2002). More specifically, Australian
accounting standards specify patents, licenses, rights, and copyrights as identifiable
intangibles that do not form part of a firm’s goodwill. In short, the accounting approach
settles goodwill as being the difference between the sum of the values of identifiable assets
employed in the business and the value of the business as a whole (Tregoning, 2010;
Fernandez, 2007; Higson, 1998; Parkman, 1998; and Cathro, 1996).
The Legal Perspective
In a legal sense, the issue of goodwill arises mainly in assessing stamp duty and in relation
to capital gains tax (Tregoning, 2010). The legal definition of goodwill is often sourced from
Muller’s case1
, “Goodwill regarded as property has no meaning except in connection with
some trade, business, or calling. In that connection I understand the word to include
1
IRC v Muller & Co’s Margarine Ltd [1901] Ac 213 per Lord MacNaghten, p. 223`
4. 4 | P a g e
whatever adds value to a business by reason of situation, name and reputation, connection,
introduction to old customers, and agreed absence from competition, or any of these things,
and there may be others which do not occur to me. In this wide sense, goodwill is inseparable
from the business to which it adds value and, in my opinion, exists where the business is
carried on”.
On closer analysis of the above definition, it is evident that legal goodwill exists, as a
matter of course, in any business that manifests the attributes to attract custom (Walpole,
2010; Nethercott & Hanlon, 2002; and Slater, 1995). However, when juxtaposed with the
accounting view, it highlights a point of difference, in that goodwill for accounting purposes
inheres in the business, if and only if, these attributes actually generate value. Furthermore,
the economic notion that the goodwill of a business is one whole thing or inseparable from
the business and is independent from its source is now settled jurisprudence in Australia
(Tregoning, 2010). This now creates a bigger divide between legal and accounting goodwill
in that, by definition the inseparability of goodwill from the business excludes the accounting
approach to assessing goodwill by separating assets that are identifiable, from those that are
not. The fact that these two mainstream approaches fundamentally differ is problematic
(Nethercott & Hanlon, 2002) and can lead to goodwill valuations under each approach being
incommensurable and antithetic.
Goodwill in Franchising
Applied to the franchising domain, Murry’s case supra means that an asset in the form of
a grant of licence, while it may be the source of goodwill, is legally distinct from the goodwill
of the business. This raises an important principle that generally distinguishes the standing
of franchise owners from other forms of business ownerships, on the question of goodwill.
A franchise agreement merely confers rights of use and ought not to be utilised to confer
rights of ownership in relation to property, including intellectual property, that itself gives
rise to goodwill. On that basis, the business and the goodwill of the business ought to belong
to the franchisor. In Australia, goodwill is generally accepted and specifically mentioned in
franchise agreements to belong to the franchisor, and belongs to system. This does not
prejudice the franchisee, because as long as the franchisee has a right to participate in the
system, on any balanced consideration, the franchisee is benefited by the system. The
system, and all its components, must be protected under the franchise agreement both for
legal and for best practice purposes. There is no room therefore, to confer any rights of
ownership on the franchisee with regard to any components of the system. Consequently, it
is difficult to see how the franchisee can separately accumulate any such rights or
alternatively any material value in goodwill terms. Having said that, except where there has
been a contractual infraction, the contention that franchisees ought not to have any
proprietary rights to goodwill, should not attenuate any of their contractual and commercial
entitlements to an exit payment or to compensation for any unexpired portion of a franchise
grant on a resale-event.
3. FRANCHISEES AND INDEPENDENT BUSINESSES
Franchisees, as common law agents, are less independent and are different from other
forms of business because they are created, governed, and terminated by contract; and retain
an umbilical connection to their principal/franchisor for the duration of the franchise term
(Sardy & Alon, 2007; and McCarthy, 2004). The goodwill differences between the two
business models can be summed up in five ways. Firstly, the goodwill value of a franchise
business is a function of the value generated by franchisor’s and the franchisee’s business.
Conversely, goodwill value in an independently owned business vests in the proprietor
5. 5 | P a g e
alone. Secondly, in independent businesses, the value of goodwill in a resale-event is
determined between purchaser and vendor, unlike the involvement of the franchisor in a
franchise transaction, where in some circumstances; the franchisor selects the purchaser and
sets a floor or ceiling (interferes with equilibrium pricing) for a transfer price in order to
protect the system (Schaeffer & Ogulnick, 2008). Thirdly, franchise goodwill value is
limited to the term of the franchise grant as compared to the indeterminacy of that of an
independent business, where goodwill exists in perpetuum subject to profitability, site
ownership, or control. Fourthly, franchisees only have custodianship over their customers
unlike independent businesses who enjoy unfettered customer ownership. Lastly, putative
goodwill in franchises is generally contractually ascribed to the franchisor unlike the
proprietor of the independent business who owns all of the goodwill attached to the business.
4. GOODWILL VALUATION
Contractual Triggers for Goodwill Valuation
In response to a Parliamentary Joint Committee on Corporations and Financial Services,
the Commonwealth Government2
identified the need for market valuation of a franchise
business at various stages of the franchise relationship by measuring ‘equity in the value of
the business as a going concern’, which reinforces the importance of the initial term and
renewal rights in a franchise investment. The term of the initial grant, the renewal rights and
any unexpired portion of either the initial or the renewed term are factors that singularly or
conjointly affect goodwill. This is because each exit or resale event creates divergent
operational and contractual issues relating to the term of the franchise grant, the term of
leasehold site (if controlled by the franchisee), any payment to franchisor on a resale-event;
and the franchisor's implied or express policy regarding goodwill entitlement.
Regulatory Triggers for Goodwill Valuation
In any franchising arrangement, the intentions of both franchisor and franchisee are
reflected in an agreement that essentially deals with the rights and obligations of each party
during the term of the commercial relationship and beyond. Whilst these rights and
obligations substantively reflect the requirements of a hegemonic franchisor, they are also
influenced by statutes that deal with stamp duty, intellectual property, income, capital gains,
goods and services, industry codes, and competition and consumer. However, the Code has
the most impact. It not only prescribes post-contractual conduct, but it also deals extensively
with conduct prior to entering agreements and obligates disclosures that contemplate
various goodwill issues.
Part 2, [Div.2.1, Para.6A(a)]; states in part that the purpose of the disclosure document
is to assist franchisees in making a reasonably informed decision about the franchise,
which gives rise to goodwill entitlement and value. This is because one of the key things
franchisees need to know is the expected return on their investment. In any measure,
this must include entitlements to income and capital rewards, and the manner in which
these will be determined. Goodwill in most businesses is a main source of capital gains.
Part 2, [Div.2.2, Paras.11 (2) (a) (i) and (ii)]; require the franchisee to obtain
independent business or financial advice before entering into a franchise agreement.
This may create a duty for the adviser to advise on the merits of the franchise business,
which may include goodwill.
Annexure 1, Para.7.1 (f); requires the franchisor to provide details of intellectual
property rights to the franchisee, which may affect the market value of the franchise
business.
2
6. 6 | P a g e
Annexure 1, [Paras.13.3(f), 13.4(b), 13.6(a) and 13.6(b)]; require the franchisor to
disclose the payments required from the franchisee to begin operations and the formula
used to work out the payment, which may affect initial and terminal payments for
goodwill.
Annexure 1, Para.17C.1(b); requires the franchisor to disclose any exit payments due to
the franchisee at the end of the franchise agreement and how it is to be calculated. This
calls for contractual fairness and consistency on the part of the franchisor in making the
determination as to payment type and value, which may take on the character of
goodwill.
Annexure 1, Para.17C.1 (d); requires the franchisor to disclose whether the franchisee
has the right to dispose the business at the end of the term, which inevitably calls for
valuation of both proprietary and contractual assets.
Annexure 1, Para.17C.1 (e); requires the franchisor to disclose how the market value of
the franchise business will be calculated on resale-events, thereby creating decisions
about financial returns and goodwill.
Annexure 1, Para.17C; prescribes certain disclosures for franchisors relating to
arrangements at the end of franchise agreement, which may affect the market value of
the franchise business.
Annexures 1, Para.13A; requires the franchisor to disclose whether the franchisee will
be required to make any unforeseen capital expenditure during the term. This directly
affects the franchisee’s return on investment and the market value of the franchise.
5. FINDINGS OF LITERATURE REVIEW
The review of extant literature led to the following findings with respect to the research
questions:
1. What is goodwill?
While goodwill is generally defined in economic, accounting and legal terms, it is
defined more broadly and residually in the franchising context. It deals with value
generated with all items of intellectual property used generating cash-flows for the
business.
2. Why is it different from independently-operated businesses?
Franchisee-operated business goodwill is distinguished from independent private and
public enterprises because of the inability of the franchisee to manage risk
autonomously and free of restrictions. What it does, how it does it, and when it does
it, is considerably governed by the franchise agreement, therefore by the franchisor.
3. When are goodwill related issues triggered?
Goodwill entitlement and valuation issues arise when franchisees voluntarily exit or
are terminated from the franchise or in compliance with certain statutes, such as stamp
duty laws or the Code.
6. CONCLUSION
Despite these triggers, there is no established methodology to identify and value such
goodwill. This creates a hot-house for potential conflict that benefits neither franchisor nor
franchisee. Research on risk, return and franchisee-operated business goodwill as
understood and measured in contemporary corporate finance transactions has ostensibly
stalled since 1978 when Professor Paul Rubin examined the nature of franchise contracts in
the context of the ‘theory of the firm’. Consequently, this paper aspires to encourage further
research in goodwill issues arising out of the dichotomy of franchisors specialising in
ownership and franchisees specialising in custodianship. These demarcated functions of the
7. 7 | P a g e
franchise relationship generate value for both parties. However, that value cannot simply be
imputed or guesstimated. More probative work is required to synthesise extant theories and
franchise structures towards the design of frameworks and methodologies for the evaluation
of goodwill in franchisee-operated businesses. That evaluation must target the governance
structure underpinning the franchise system, its sub-systems, and value drivers. Ultimately,
value generated and realised by both franchisor and franchisee will be determined by how
effectively the governance structure enables the parties to perform their ownership and
custodianship roles respectively.
References
[1] Beresford, D. R., & Moseley, R., Goodwill and Other Intangibles. In D. S. Weil,
Handbook of Modern Accounting, 1983 (3rd ed., pp. 1-21).
[2] Beyer, D. A., Vicarious liability, DLA Piper US LLP, 2000, unpublished.
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