Professional Documents
Culture Documents
CHAPTER 6
Forms of Business Ownership
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➢ Learning Objective 1
List the advantages and disadvantages of sole proprietorships.
I SOLE PROPRIETORSHIPS
➢ Learning Objective 2
Describe the advantages and disadvantages of partnerships. Include the
differences between general and limited partners.
I PARTNERSHIPS
A. Advantages of Partnerships
B. Disadvantages of Partnerships
➢ Learning Objective 3
Discuss the advantages and disadvantages of corporations.
I CORPORATIONS
A. Advantages of Corporations
B. Disadvantages of Corporations
C. Corporate Governance
D. Business Regulations
➢ Learning Objective 4
Define and give examples of three types of corporate mergers, and explain the role
of leveraged buyouts and taking a firm private.
➢ Learning Objective 5
Outline the advantages and disadvantages of franchises, and discuss the
challenges of global franchising.
I FRANCHISING
A. Advantages of Franchises
B. Disadvantages of Franchises
C. E-Commerce in Franchising
D. Franchising in International Markets
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➢ Learning Objective 6
Describe the role of co-operatives in Canada.
I CO-OPERATIVES
Key Terms
Greenbox, p. 187
- Root, Root, Root for the Green Team
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LECTURE LINKS
Lecture Link 6-1
Really Big! Business
Lecture Link 6-2
Merck: Finding the next big one
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Lecture Outline
Outline Supplements
The PROFILE at the beginning of the chapter focuses on Brian
Scudamore, Founder of 1-800-GOT-JUNK? His success story lies
in how he expanded his self-started junk hauling business –
through franchises, with over $100 million in annual revenues. He
believes an important aspect of starting a business is to realize
which form of business best suits the owner(s).
I STARTING A SMALL BUSINESS
Many companies start out in one form, then add (or drop) a
partner or two, and eventually may become corporations.
➢ Learning Objective 1
List the advantages and disadvantages of sole
proprietorships
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II SOLE PROPRIETORSHIPS
➢ Learning Objective 2
Describe the advantages and disadvantages of
partnerships. Include the differences between
general and limited partners.
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A. Advantages of Partnerships
B. Disadvantages of Partnerships
1. unlimited liability;
2. division of profits;
3. disagreements among partners;
4. difficulty of termination; and
5. possibly pay higher taxes.
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A legal entity with authority to act and have liability separate from
its owners is called a corporation. It can be federally or
provincially mandated. The corporation’s owners (called
stockholders/shareholders, as they hold stock/shared of ownership Fig. 6.3 (p.181)
in the company) are not liable for the debts or any other problem
of the corporation beyond the money they invest.
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A. Advantages of Corporations
1. limited liability;
2. more money for investment;
3. size;
4. perpetual life;
5. ease of ownership change;
6. ease of attracting talented employees; and
7. separation of ownership from management.
B. Disadvantages of Corporations
1. initial cost
2. extensive paperwork;
3. double taxation;
4. two tax returns;
5. size;
6. difficulty of termination; Fig. 6.5 (p. 183)
7. possible conflict with shareholders and Board of Directors;
1. Professional Corporations
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2. Non-Resident Corporations
3. Non-Profit Corporations
4. Crown Corporations
D. Corporate Governance
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E. Business Regulations
1. Registration
➢ Learning Objective 4
Define and give examples of three types of
corporate mergers, and explain the role of
leveraged buyouts and taking a firm private
A merger is the result of two firms forming one company. Fig. 6.6 (p.185)
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➢ Learning Objective 5
Outline the advantages and disadvantages of
franchises and discuss the challenges of global
franchising.
VI FRANCHISING
A franchisor is a company that develops a product concept and Greenbox (p. 187)
sells others the rights to make and sell the products.
A. Advantages of Franchises
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B. Disadvantages of Franchises
C. E-Commerce in Franchising
Like any business, potential business owners need to check out all
the facts before they buy. Some franchisor's prohibit franchisee-
sponsored websites.
➢ Learning Objective 6
Explain the role of co-operatives in Canada.
VII CO-OPERATIVES
Fig. 6.7 (p. 191)
A co-operative is an organization that is owned by members and
customers, who pay an annual membership fee and share in any
profits.
Fig. 6.8 (p.191)
Co-operatives can be found in many sectors of the economy,
including the finance, insurance and service sectors.
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TEXTBOOK CASE
ANALYZING MANAGEMENT DECISIONS QUESTIONS AND ANSWERS
GOING PUBLIC
1. Do they have any other options besides going public? Is the franchise route a viable
option? Explain?
They might consider going to the Business Development Bank of Canada (BDC),
which might give them the loan or invest in the company. They would then have the right to
buy these shares back at some convenient time in the future. Or, they have the option of
contacting a venture capital company that would also take an equity position in the company.
Finally, in view of their good track record, they might bet a long-term loan from their financial
institution.
2. Do you think they should try to limit their growth to a manageable size, to avoid
going public, even if it means foregoing profits now? Why?
This is a personal decision rather than a business decision. From the business point
of view, one should never stand in the way of success. It depends on their personal values.
Do they want to have a small manageable company or would they prefer continued growth
in sales and profits?
3. Would you advise them to sell their business now if they can get a good price, and
then start a new operation? Explain.
This would depend on the answer to Question 3 above. If they want to remain small and
informal, they can sell the business at a good profit and start small again. Many people have
gone through a succession of starting, developing, and then selling to realize substantial
profits, only to start over again. Their decision would probably depend on how old they are
and how energetic they feel.
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When we talk about “big business,” it is easy to generalize that the company is, well,
big. Recently Fast Company magazine compared the size of some large corporations
(based on 2008 annual revenues) with countries, and came up with some interesting
comparisons:
• General Electric’s $172.7B revenue is larger than Kazakhstan
• General Motors, even battered as it has been lately, is approximately the size of
Finland ($182B)
• Chevron matches up with Vietnam ($221.3B)
• Toyota ($262.3B) is slightly larger than Algeria
• Wal-Mart ($378.8) is larger than Greece
• And the largest company in the world, ExxonMobil ($404.6B) is larger than Egypt
($403.9B)
Source: “Count: Really Big Business,” Fast Company, December 2008/January 2009.
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One reason why companies seek to merge with competitors is to obtain a key product
that a competitor can make more efficiently. The product might also be patented, making it
impossible for another company to capitalize on its sale.
The drug-giant Merck owns patents for some of the world’s most successful drugs,
such as Singulair, Zocor, Actonel, and Gardasil vaccine. However, the success rate for
developing a marketable drug is less than 10%, meaning that Merck scientists can work
years on a product that will never be marketed. While the company continues to search for
the next cancer cure or AIDS vaccine, Merck also hires market-minded scientists assigned
to find new drugs from someone else’s labs.
About 25% of the drugs that go into human testing by the ten biggest drugmakers
were discovered by outside researchers. In 2007, Merck scouts and their teams searched
5,000 biotech companies and medical schools, and their finds led to 53 licensing deals,
winning Merck rights to discoveries that could lead to new vaccines and antibiotics, as well
as treatments for blindness and Alzheimer’s.
Idera Pharmaceuticals, a small biotech company in Cambridge, Massachusetts, was
one of their finds. Its scientific team, led by Sudhir Agrawal, had struggled for years to find
a drug using antisense technology, which seeks to prevent the cell’s genetic machinery from
making harmful proteins. But it had little luck until it switched to a different strategy focused
on proteins called “toll-like receptors” (TLR). When Merck was notified that the research was
going well, it quickly negotiated a deal. Within six months, Merck purchased the company to
extend its line of vaccines. Idera walked away with $30 million up front and $165 million in
“milestone payments.”
Such small company purchases extend Merck’s product line. But the company does
not limit itself to biotech startups. In 2009, Merck announced it was buying Schering-Plough
Corporation for $41 billion in stock and cash. The deal gives both companies more firepower
to compete. It unites the maker of the asthma drug Singulair with the maker of allergy
medicine Nasonex. Merck and Schering were already partners in a pair of popular
cholesterol fighters, Vytorin and Zetia. Schering also makes the biotech arthritis drug
Remicade, plus a host of popular consumer products such as the Coppertone suntan line
and Dr. Scholl’s foot products.
The transaction was structured as a reverse merger. As a result, Schering-Plough
was the surviving corporation, but took the name Merck. Both companies were
headquartered in New Jersey, and their workforces were merged. The combined company
will be a dominant player in treatment areas including cholesterol, respiratory infectious
disease, and women’s drugs, as well as vaccines.
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Sources: Michelle Fay Cortez and Shannon Pettypiece, “Schering-Plough May Help
Before Merck Loses Patents,” Bloomberg.com, 10 March 10 2009; “Merck, Schering-
Plough Plan 41.1 B Merger,” The Associated Press, 9 March 2009; and Tinker Ready, “Not
Invented Here,” Fast Company, April 2007.
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Name_________________________
Date_________________________
PICKING PARTNERS
Did you ever think you might like to go into business for yourself? What kind of business
would you like to start? What resources (both personal skills and capital) would you need to
make your business a success? Sometimes it helps to have a partner to share the burdens
of starting a business. What skills would you need to look for in your partner?
Use the space below to list the personal skills and capital needed for your proposed
business. Put your initials next to the skills and capital you would bring to the business. Think
of a friend who might be interested in joining you as a partner. Put your friend’s initials next
to the skills and capital he or she can offer. What capital or skills are missing?
__________________________________ ________________________________
__________________________________ ________________________________
__________________________________ ________________________________
__________________________________ ________________________________
__________________________________ ________________________________
_______________________________________________________________________
_______________________________________________________________________
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Name_________________________
Date_________________________
The needs of the businessperson starting a new business are a major consideration when
deciding the best form of business ownership. The kind of business being started is also
important to consider when deciding to make your new business a sole proprietorship,
partnership, or corporation. Look at the list of new businesses below. Indicate the form of
ownership you think would be best for each business. Give the reason for your selection.
Flower shop
Internet-based
specialty store
Termite control
service
Textbook publishing
company
Law firm
Underwear
manufacturer
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FLOWER SHOP
A flower shop would likely do best as a partnership. The reason for that is that retail stores
demand that someone be there all the time. Since stores are open as much as seven days
a week, 12 hours a day, it helps to have a partner to share the managerial responsibilities.
A partner is also helpful in raising the initial capital. A sole proprietor could succeed if he or
she found an excellent manager or two to help.
TERMITE CONTROL
A termite control service is much like the swimming pool company, a consumer service. One
can start out small with little capital and build as the business builds. A sole proprietor can
do fine with some good employees. A partner can be of much assistance in marketing and
sharing the burden if the business grows rapidly. A partner is good for sharing thoughts and
worries and joys, but not necessary.
TEXTBOOK PUBLISHING
A textbook publishing company calls for a corporate-type of structure because the costs of
publishing a text are so high. The cost of publishing this text plus all the supplements—
teachers manual, study guide, test bank, videos, computer projects, and so on—comes to a
million dollars or so. It is very difficult for a sole proprietor or a partnership to raise such
funds. The production facilities and other physical spaces are subject to accidents that could
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lead to lawsuits. A corporation protects its owners from losses beyond what they invest. All
in all, a corporate form is probably best in this situation.
LAW FIRM
Law firms can be sole proprietorships, but the growth would be severely limited. Besides,
there would be no one to cover when the owner gets sick or goes on vacations. In this case,
it is best to have a partner or several partners. In fact, that is what most law firms do. Whether
or not the partners decide to incorporate has much to do with taxes and liability. The need
for capital is not that great.
UNDERWEAR MANUFACTURER
An underwear manufacturer would likely need buildings and equipment that could not be
obtained without much capital. That calls for incorporating and raising those funds through
the sale of stock. This is much like the publishing case.
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The global security firm CompuDyne is one of the biggest and most successful
security companies in the world, which produces prison equipment and surveillance gear
and it helps protect government buildings against terrorism. After the 1998 bombings of two
U.S. embassies in Africa, CompuDyne’s business supplying blast-resistant windows and
doors to most of the embassies around the world doubled. After the terrorist attack on the
U.S.S. Cole in 2000, the company was hired to provide shoreline protection for the U.S.
Navy and Air Force. And following the attacks on the World Trade Center and the Pentagon
on September 11, 2001, CompuDyne started fielding calls from federal and state
government agencies around the country asking for help in protecting “at-risk assets” like
nuclear power plants.
Security companies are doing very well right now, but CompuDyne is doing better
than most. It has posted consistent growth over the last five years. Considered the industry
leader in the market for physical and electronic security, the company took in $141 million
in revenues in 2005, compared to $127 million in revenues in 2001. That performance
becomes even more impressive when you consider that the company was near bankruptcy
in 1995. CompuDyne was founded as a defense contractor back in the early 1950s. For
decades, it stuck mostly to security projects, but in the 1980s, when big conglomerates like
Gulf & Western were popular, the company’s management made an ill-fated attempt to
branch off into new businesses. Some of the choices weren’t entirely inane, like a home-
improvement division, but others were, billboards and plastic extrusion. The diversification
strategy turned out to be a disaster. By 1995, the loss of focus had combined with some
management missteps had driven revenues down to just $12 million, and book value was
literally zero.
In large part, the credit for CompuDyne’s resurgence goes to Marty Roenigk. A former
investment executive at Travelers, he took over the company that year, streamlined its
operations, made a series of strategic acquisitions, and encouraged the discovery of new
technologies that could fight new threats. Some of the company’s recent success is
undoubtedly due to being in the right business at the right time, but the better part goes to
Roenigk’s ability to figure out a simple strategy and execute it extremely well.
Roenigk owned a private manufacturer called MicroAssembly Systems, which made
tiny screws originally used to assemble cameras. Roenigk had built the company to about
$1.6 million in revenues and had deals with AT&T and Hewlett-Packard when a stockbroker
told him about CompuDyne. Roenigk saw an opportunity to fold his small company into
something much bigger. MicroAssembly had a core strategy and a good balance sheet,
while CompuDyne was an ugly collection of assets that didn’t belong together. In a reverse
merger—a deal in which a bigger company buys a smaller one but the smaller company
retains control—Roenigk took over. He immediately got rid of the management team and
sold off everything not related to security (including his old company.)
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After he sold off all the unrelated pieces, Roenigk started shopping for new ones that
would fit better. CompuDyne’s first purchase was a firm that sold electronic security systems
for prisons. Roenigk also wanted to buy Norment Industries, a company that made bullet-
and blast-resistant products as well as prison locks and doors. He spent about two years
lobbying for the deal, finally closing it in late 1998. After each deal, Roenigk was smart
enough to leave the new divisions mostly intact.
With lingering terrorism fears, CompuDyne enjoyed a surging demand for its security
products. In January 2004 the firm secured Army and Navy orders for security bollards and
pop-up barriers that sent its stock up 14%. But the company’s financial position has recently
deteriorated. CompuDyne reported a “sharp curtailment” of prison and jail construction
contracts. For 2005 the company reported a loss of $8.2 million.
Although most of its business is still in the nuts and bolts of security, such as blast-
proof doors and pop-up barriers, the company has continued to bolster its work in security
software. It recently acquired 90 Degrees and its emergency medical information software
for public safety agencies.
Sources: Carlye Adler, “Safe and Sound,” Fortune Small Business, July/August 2002, 46-
49; “CompuDyne Corporation,” Washington Post Company, 2005,
www.washingtonpost.com; and and “DefenseWeb’s Strong Q2 Results Driven by New
Contract Wins, Partnership Agreements with Industry Leaders,” Freshnews.com/San
Diego/Orange County, 17 July 2006.
1. What does this case teach you about finding opportunities for forming your own
business?
The world is constantly creating new challenges and opportunities. Some people are
just overwhelmed by it all and tend to stick to what they are doing no matter what. Others
seek new challenges and profit from them. You may be running a successful company when
you see a new opportunity. Will you seize that opportunity when it comes or stay where you
are safe and secure? The biggest successes are often based on taking risks and getting out
of the safe and secure path. That is what this case illustrates. You can even buy a bigger
business than you are. Who would have thought it?
2. Is being at the right place at the right time an accident, or are some people cleverer
than others at being in the right place at the right time?
Being at the right place at the right time is sometimes an accident. But, more often
than not, people create opportunities so it just looks like they were at the right place at the
right time. There were probably a couple of dozen other people in the same place at the
same time that did not seize the opportunity. So being there is not enough. You have to act!!
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It’s often uncomfortable reaching out to grab an opportunity, but it’s very rewarding when it
works, but it doesn’t always work. You may be at the right place at the wrong time.
3. What does this case teach you about making the most of a bad thing?
Most people pulled back from their activities when they heard about terrorist attacks
around the world and in the United States. Terrorist attacks were a bad thing. But they did
call for new ways of stopping such attacks. And this case shows that one man can really
make a difference. You not only solve the problems as best you can, but you search for
other synergistic ways of solving problems such that you grow and grow.
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