Chapter 1 Vocabulary Flashcards

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1
Q

Company as “Natural persons”

A

Individuals, can create their own company.

  • Sole trader/sole owner or
  • Partnerships.
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2
Q

Sole trader/sole owner company

A

One owner/person (can decides the best legal structure of the company), unilimited liability (liable for the firm’s debt), the owner takes profits, limited access to capital (65% in U.K.) Business = Owner. Small business

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3
Q

Liability

A

Financially and legally responsible for something

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4
Q

Sole trader advantages

A

No legal paper required, can invest small amount of money (K), decides by his own, closely connected to employees/customers

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5
Q

Sole trader drawbacks

A

On his own, responsible for everything, hard-work, unlimited liability if the business fail.

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6
Q

Partnerships company

A

Natural company:

  • Fairly small business owned by 2-20 partners, operates for the common goal of making profit.
  • Most unlimited liability.
  • Partners takes profits.
  • Access to capital usually limited.
  • Drawbacks desagreements
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7
Q

Partnerships advantages

A

Workload and expertise shared, consults partners to make decisions, pull more capital, each partner has total and unlimited personal liability of the debts incurred for partnership (shared responsibility, division of debts between each partners).

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8
Q

Partnerships drawbacks

A

Can be disputed/conflicted, unlimited liability

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9
Q

Limited/dormant/silent/secret/sleeping partner

A

Associé passif/commanditaire

Partner who just give $ to have a bigger K but is not involved in the running of the company.

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10
Q

LP - LLP

A

Limited Partnership - Limited Liability Partnership

SARL

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11
Q

Company as “Juristic persons”

A

The company exists in itself, has a juristic ID not a separate legal ID, the persons who work for it are not taxed. Can be created by law as legal person > the company can accepts limited liability for civil responsibility and taxation incurred as members perform/fail to discharge their duty within the birth certificate or published policy. May also associate and register as companies “corporate group”

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12
Q

Limited company (corporation US)

A

Ownership divided into equal parts (shares) owned by shareholders. They have limited liability in regards to what they have invested/guaranteed in the company, are not personally liable for the firm’s debt. LC have their own legal identity/existence.

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13
Q

Incorporated Company (Inc.) / Corporation

A

Limited company

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14
Q

Private company/unquoted company/unlisted company/close corporation (Ltd. Limited)

A

Mostly small but some are large businesses owned by NGO or small number (2-7) of shareholders/investors or company members.

  • Does not share/trade its company stock to the general public on the stock market exchanges.
  • No requirement to disclose the financial information of the company.
  • Limited Liability
  • Shareholders take profits.
  • Access to capital
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15
Q

Public companies PLC

A
  • Large businness owned by shareholders (min 7 no max).
  • Shareholders have Limited liabilities and take profits.
  • Extensive access to capital. Anybody can buy the shares of this company on the stock exchange.
  • Obilgation to publish their account and have certified account.
  • May be taken over.
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16
Q

Franchise

A
  • Owner = franchisee.
  • Small but often part of a large organization.
    Limited liability.
  • Profits divided between franchisee and franchisor.
  • Capital limited by owner’s capital
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17
Q

Corporate governance

A
  • Set of processed customs polices/laws affecting the way a company is directed, administrated or controlled.
  • Goals for which the company is governed.
  • New concept. A lot to do with the relationship between stakeholders.
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18
Q

Stakeholders

A
  • Shareholders, management, the board etc.

- Employees, customers, creditors, regulators, suppliers, the company at large.

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19
Q

Corporate citizenship

A
  • Include environmental awareness (environmentally friendly) not only business regulation: the way the company relies to the environment, gender quality.
20
Q

Diversity

A

Ethnic diversity, gender diversity, percentage of disabled people etc. > pressure : the more is the company diverse, the more efficient it is.

21
Q

Company

A

Association/collection of individuals:
- Natural person
- Judicial/legal persons.
Can be create by law as legal person to accept limited liability for civil responsibility and taxation incurred as members perform/fail to discharge their duty within the publicity declared “birth certificate” or published policy. As legal persons > may associate and register themselves as company “corporate group,” corporation (US), incorporated company

22
Q

The management makes the bext decision, to be accountable for.

A

Devoir rendre des comptes

23
Q

The main stakeholders

A
  • Shareholders provides the capital of the company, may approve the major transactions of the company.
  • The board of directors elected by the shareholders in order to other see the management of the firm.
  • The Senior Executive responsible for the day-to-day operations of the company.
    > Problem of allocation of power.
24
Q

Members of the board of directors

A

Body of members elected by the shareholders whose responsibilities are detailed in the company’s bylaws. Chaired by a Chairman.

  • Inside directors: members of the board, connected to the company, e.g. large shareholders, executive Directors (CEO, COO, CFO “DAF”, marketing manager etc.), union representatives.
  • Outside directors: not employed nor connected with the firm.
25
Q

The appointed CEO/MD

A

He runs/manages the company, alone or with an executive board/committee:
- Decision maker (policy and strategy),
- Leader (advises the board, motivates employees, drives changes),
- Manager and executor (presides overt the company’s operations and their implementation also with the board).
In alarge company the CEO, an active senior executive of the chair, need the board to manage the company especially for decision about change.

26
Q

Main duties of the Board of Directors’s

A
  • Governing the organization (policies, objectives),
  • Selecting, appointing, supporting and reviewing the performance of the CEO,
  • Accounting to the stakeholders for the company’s performance,
  • Ensuring the availability of financial resources + approving annual budget,
  • Set the salaries and compensations of company management (SAY on PAY: right to vote on the remuneration of executives).
27
Q

Stakeholder’s right

A
  • Employees, managers etc. approve the budget.
  • Do have a say on pay,
  • The right to vote on the regulation of executive.
28
Q

Anglo-American corporates’ governance

A
  • Gives priority to shareholders. One single tired board of directors (UK Ceo is not chairman; in US > misgiving regardinf the impact on corporate governance) dominated by non-executive directors elected by shareholders + CEO reporting to the board.
    In a liberal view, if you act with profit as a most important interest it would be for most everybody’s goal. When the economy is growing, in time of recession it has proved to be a potential problem if you only think in term of profit and shareholders.
29
Q

German an Japanes corporate governance

A

Give priority to stakeholders. Two tired board of directors as a mean to improve corporate governance.
Includes all the actors and people relaying on the firm:
- Management/Executive Board (“Directoire”): company executive (day-to-day running of the company).
- Supervisory Board (“Conseil de surveillance”): made-up only of non-executive directorswho represents shareholders & employees, hires and fires the members of the Executive Board, determine their compensation, review major business decision. The goal is not only making profits but the fact everybody around the firm is involved.

30
Q

Governance problems

A
  • Taxe fraud (cooking the book; fidding the accounts, embezzlement > manipulating the figures and accounts)
  • Insider trading: trading of a public company’s stock or other securities (ex. bonds or stock options) by individuals with access to nonpublic information about the company = illegal “Whistle blowers”
  • Wrong business model.
    + Cadburry rules: listed company have to comply with it and to declare, problem of confidence.
31
Q

Consequence of governance issues

A
  • Auditors can call in (PLC: SEC Security Exchange Commision (US); FSA Financial Service Authority (UK); AMF Autorité des Marchés Financiers (FR) -> body controlling and regulating auditors). They have access to the different accounts/departments.
    CEOs can be ousted/evicted (with good severance pay/pension packages/golden parachute if he is to young).
  • Company can go into liquidation/file for bankruptcy/goes bust when it is really screwed up.
  • Company can restructure under chap.11 of America’s bankruptcy code. A form of bankruptcy but it is a try to save the company: complex & expensive process.
32
Q

Floating in the Stock Market

A

Going public: When a company starts being listed in the stock exchange. Through an IPO

33
Q

IPO

A

When a company shares and opens up its capital to outside investors for the 1st time (primary market)

34
Q

IPO steps:

A
  1. Getting advice from an investment bank IPO
  2. Getting independant accounts to produce a due diligence report.
  3. Producing a prospectus detailing the financial situation.
  4. Making a floatation/an IPO and issuing shares for investment banks to sell.
  5. An investment bank underwrites the stock issue
35
Q

Nominal value of each equity share

A

the value of an equity/share/security is decided according to the market price.

36
Q

Equity

A

Fonds détenus, capitaux propres de la société.

37
Q

Investment Funds

A
  • Sovereign Wealth Funds
  • Pension Funds
  • Private Equity Funds
  • Hedge Funds
38
Q

Sovereign Wealth Funds

A

Fonds de placement financier/d’investissement national:
they are invest in the country’s savings abroad into companies, real estates etc. (Singapore with UBS; China with Morgan Stanley)

39
Q

Pension Funds

A

Fonds de pension : they serve to funds the pension of the retired people and are private funds. They only invest in Alpha and Blue Chips.

40
Q

Private Equity Funds

A

Société de capital d’investissement

  • Risk Capital
  • Development Capital
  • LBOs
41
Q

Hedge Funds

A

Fonds d’arbitrage
They are not invest in companies
- First investing in commodities, futures and currencies.
- More and more speculating
> Derivative products
> Buy companies if profits can be made
> More and more groups through LBOs (more agressive than PEF)

42
Q

Growth and Globalization Imply

A
  • Partnerships
  • Joint Ventures
  • Mergers and Acquisitions
  • Takeovers
43
Q

Mergers

A

New company formed by the combination of 2 (+) companies,

  • Combining their accounts
  • And consolidating with the agreement of 2 boards,
  • Anti trust/monopoly laws…
44
Q

Acquisition or Buy Out

A

To buy out control of a company, 1st step is to buy into the target company.

  • Hold a minority share and afterwards to acquire a minority share/capital/shares/equity up to 40%
  • Acquire a majority share = 60% + of a company
45
Q

Financing

A
  • Bank Loans
  • Business angels (provide venture capital/risk capital to firms to help thteir project)
  • Leverage Buy outs (technique to buy out companies relying on heavy borrowing carried out by buyout firms/private equity firms/LBO funds… started as LManagementBOs)
46
Q

TOBS

A
  • Friendly TOB (tender offer)

- Hostile TOBs > Preadtor/Black Knight/Corporation Raider is launching a bid on the sleeping beauty compnay.

47
Q

Fending a TOBs

A
  • Radar alerts emitted by Sharks Watchers
  • Call on the White Knight (friendly corporate investor)
  • Call on Killer Bees (Investment Bankers, Lawyers etc.)
  • Use Antitakeover Defenses (Pacman)