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Choosing a
Form of
Business
Ownership
Nickels
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McHugh
McGraw-Hill/Irwin
Understanding Business, 8e
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CHAPTER
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5
McHugh
1-1
5-1
© 2008 The McGraw-Hill Companies, Inc., All Rights
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Basic Forms of
Business Ownership
Type of Ownership
Number
Sales
Sole Proprietorship
72%
6%
Partnership
8%
13%
Corporation
20%
81%
Source: US Internal Revenue Service
5-2
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Sole Proprietorship
Advantages
•
•
•
•
•
•
Ease of start/end
Be your own boss
Pride of ownership
Leave a legacy
Retain profit
No special taxes
Disadvantages
•
•
•
•
•
•
•
Unlimited liability
Limited financial
resources
Management difficulty
Time commitment
Few fringe benefits
Limited growth
Limited life span
5-3
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Types of Partnerships
Genera
l
Limite
d
GP
GP
GP
Passive
Investor
GP
Passive
Investor
GP
Passive
Investo
r
5-4
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New Forms of
Partnerships
• Master Limited Partnership
• Traded Publicly
• Taxed As A Partnership
• Limited Liability Partnership
5-5
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Partnership
Advantages
• More financial
resources
• Shared
management
• Longer survival
• No Special
Taxes
Disadvantages
• Unlimited
liability
• Division of
profits
• Disagreements
among
partners
• Difficult to
5-6
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Types of Corporations
• Conventional ‘C’
• S Corporation
• Limited Liability Companies
5-7
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Corporations
•
Private: Not Traded on Any
Stock Exchange
•
Public: Shares are Traded on
One or More Stock Exchanges
•
Non-Profit: Performs Public
Service, Has Special Tax
Considerations to Encourage
Formation
5-8
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Corporation
Advantages
• Limited liability
• More money for
investment
• Size
• Perpetual life
• Ease of ownership
change
• Ease of drawing
talented
employees
• Separation of
ownership/mgmt.
Disadvantages
• Extensive
paperwork
• Double taxation
• Two tax returns
• Size
• Termination
difficult
• Conflict with
Stockholder &
Board
• Initial cost
5-9
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World’s Largest
Corporations
1. Citigroup
2. General Electric
3. American Intl Group
4. Bank of America
5. HSBC Group
6. ExxonMobil
7. Royal Dutch/Shell
8. BP
9. ING Group
10. Toyota Motor
11.UBS
12.Wal-Mart Stores
13.Royal Bank of Scotland
14.JP Morgan Chase
15.Berkshire Hathaway
16.BNP Paribas
17.IBM
18.Total
18.Verizon Communication
20.Chevron Texaco
Source: Forbes, 2005
5-10
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America’s Largest
Private Companies
Revenue 2004
(In Millions)
1.
2.
3.
4.
5.
Cargill / agricultural commodities, food
$66,669
Koch Industries / chemicals, energy, tech
60,000
Mars / candy, pet food electronics
19,100
PricewaterhouseCoopers / accounting
18,700
Publix Supermarket / supermarkets
18,686
Source: Forbes, 2005
5-11
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America’s Oldest
Companies
Company
Year Started
Type of Company
J. E. Rhoads & Sons
1702
Conveyer Belts
Covenant Life Ins.
1717
Insurance
1752
Insurance
Contributorship
Dexter
1767
Adhesives & Coatings
D. Landreth Seed
1784
Seeds
Bank of New York
1784
Banking
Philadelphia
5-12
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GM’s Ownership In:
Source: USA TODAY
5-13
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How Owners Affect
Management
5-14
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S Corporations
• No more than 100 • 1 class of stock
shareholders
• <25% of income
• Individual or
can be passive
Estates
• Benefits change
• U.S. citizens or
with new tax
permanent
rules
residents
5-15
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Limited Liability Companies
Advantages
• Limited Liability
• Tax Choice
• Flexible Ownership
Rules
• Flexible Profit &
Loss Distribution
• Operating Flexibility
Disadvantages
• No Stock
• Limited Life Span
• Fewer Incentives
• Taxes
• Paperwork
5-16
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Types of Mergers
Horizontal
Vertical
Conglomerate
No
Relationship
between
companies
5-17
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Leveraged Buyout
Individual
+
Loan
= Purchase of
Company
Purchase Loan
Company =
Collateral
5-18
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Why Mergers Don’t Work!
•
Companies Overpay to
Acquire Another Firm
•
Acquiring Company
Overestimates Cost Savings
and Synergies
• Managers Disagree About
Integrating Operations
• Obsession with Cost Cutting Hurts Business,
Costing Top Employees & Customers
5-19
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Franchise System
• Franchise
Agreement
• Franchisor
• Franchisee
5-20
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Franchise Contract
Franchisor, Inc.
Branded
Product/Servic
e
Performanc
e
$$$$$
Monitoring
Franchisee
5-21
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Franchisor
•
Assigns Territory
•
May Provide
Financial Aid/Advice
•
Offers Merchandise/
Supplies at
Competitive Price
•
Provides
Training/Support
•
Business
Expansion Using
O.P.M.
5-22
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Franchisee
• Pays Up-Front Costs
• Makes Monthly Payment to
Franchisor
• Runs Business by Franchisor’s
Rules/Procedures
• Buys Materials from Franchisor/
Approved Supplier
5-23
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Franchises
Advantages
•
Management &
marketing assistance
•
•
•
Personal ownership
•
Lower failure rate
Recognized name
Financial advice &
assistance
Disadvantages
•
•
•
•
•
•
High start-up costs
Shared Profit
Management regulation
Coattail effects
Restrictions on selling
Fraudulent franchisors
5-24
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Cost of Fast-Food
Franchise
Company
Initial Fee
Royalty
Burger King
$50,000
8.5%
McDonald’s
$45,000
8%
Wendy’s
$25,000
8%
Domino’s
None
8.5%
Subway
$10,000
11.5%
Krispy Kreme
$40,000
5.5%
5-25