Premium Essay

The Best Corporate Structure for a Group of Five Investors

In: Business and Management

Submitted By opulent
Words 724
Pages 3
The Best Corporate Structure for a Group of Five Investors

Based on the individual preferences of the group of five investors, I am recommending the organizing of a corporate structure as the ideal form of organization to start a retailing business. More specifically a sub chapter S corporation will allow the shareholders to be treated as partners for tax purposes and retain the benefit of limited liability. The maximum number of shareholders a sub chapter S corporation can have is 75, so the 5 members are well within the requirement. The corporate structure will limit the liability of the shareholders that prefer management input in the organization. In a partnership the need to have management input would increase the liability to unlimited which is not ideal when you goal is to increase wealth. All active participants in control of the business will receive limited liability protection on projects by incorporating. In regards to tort situations, a partnership lends all partners jointly and severally liable unless in a limited partnership. Under a corporate structure liability is not distributed to members jointly and severally, only the individuals involved.

Ownership of a corporation is evidenced by a holder’s share of stock that have been issued by the corporation. Ordinary stock or common stock entitles the shareholder to one vote per share. As shareholders profits would be distributed in the form of dividends and shareholders can participate in the dissolution and the distribution of net assets after paying creditors.

The bylaws of the corporation are the rules for running the organization and will govern the activities of the shareholder, directors, and officers. They can be amended with the majority vote and are subordinate to applicable state laws. They are as follows:

I. Name 1. The name of the organization/agency/group shall be Best

Similar Documents

Premium Essay

Activist Shareholders

...CADBURY: Billionaire Mr Peltz heads the Triarc buyout firm in the US and has a history of taking stakes in companies prior to forcing through change. Last year he fought a bitter battle for representation on the board of Heinz, eventually winning two of the five seats he wanted. He has been instrumental in pushing through a round of cost-cuts and share buybacks at the ketchup to beans group. Other targets have included the restaurants group Wendy's, where he applied pressure to have its doughnut business disposed off. He also recently emerged as the largest shareholder in the jewellery group Tiffany's, with a 5.5% stake, and was thought to have been one of the unsuccessful bidders for Aston Martin, the luxury car marque which has just been sold by Ford. Mr Peltz, 65, made his name in the corporate raider arena on Wall Street in the 1980s. He made his first fortune with the acquisition and merger of Triangle Industries and National Can in 1985, selling the company five years later for a profit of more than $800m (£413m). He has had dealings with Cadbury in the past, having sold his Snapple soft drinks business to the group in a $1.45bn deal in 2000. He had bought it three years earlier for just $300m Trian campaigned stridently for Heinz to increase shareholder value. The outcome? Even before the results of the proxy were announced, Heinz management announced a $265 million cost-cutting plan and a $1 billion share buyback program the British maker of Dr Pepper soft drinks...

Words: 987 - Pages: 4

Premium Essay

Corporate Governance Egypt

...Cairo & Alexandria Stock Exchanges Working Paper Series Dr. Shahira Abdel Shahid September 2001 Corporate Governance is becoming a global pursuit: what could be done in Egypt? 1 Corporate Governance is becoming a global pursuit: what could be done in Egypt? Abstract: The paper defines corporate governance and explains the reasons for its becoming an important issue pursued by many countries in the last decade. Following, the various codes of corporate governance, used as a guidance for countries, which are set by international organizations such as World Bank, IMF and OECD are summarized. Next, the paper reviews corporate governance experiences in nine diverse, countries including both developed and emerging markets. Finally, the paper assesses corporate governance practices in Egypt, identifying existing problems and proposing recommendations in order to enhance corporate governance practices in Egypt. Acknowledgements: The Research & Markets Development Department at CASE is very pleased to present its first series of research papers that addresses an issue of both local and international importance, which is broadly examined by experts and researchers in both practice and academia. The author would like first to thank Dr. Sameh El Torgoman, Chairman of CASE, for his great support and encouragement. Dr. El Torgoman insisted that corporate governance becomes the first research working series paper to be written by Research & Markets Development, given the worldwide...

Words: 26570 - Pages: 107

Premium Essay

Corporate Goverment

...Abstract The present paper aims at reviewing the various developments in Corporate Governance in India. Corporate Governance has gained a lot of importance and momentum the world over. The objective of any corporate governance system is to simultaneously improve corporate performance and accountability as a means of attracting financial and human resources on the best possible terms and of preventing corporate failure. In short Corporate Governance is about promoting corporate fairness, transparency and accountability. Keywords: Corporate Governance (CG) Security and Exchange Board of India (SEBI) Stakeholders Clause 49 OECD principles Chapter: 1 INTRODUCTION 1.1 Prelude Corporate governance (CG) has emerged as a very important ideal. The reason is, today companies are substantially contributing to the overall growth and development, particularly in emerging economies such as India and a healthy investment environment is vital. The corporate form of business has succeeded gradually and expanded worldwide. However, not all companies are managed successfully. There has been a spree of corporate frauds worldwide, e.g., Enron in the United States and Satyam Computers in India. The latter had accounting and auditing flaws apart from lack of accountability and oversight by Independent Directors at Board meetings. There was no whistle-blowing in case of Satyam Computers unlike Enron. The Satyam Computers revelation was an outcome of a takeover...

Words: 4791 - Pages: 20

Premium Essay

Satyam Accounting Scandal

...stretching over 66 countries and was ranked at 185th on the Fortune 500 companies list. In 2008, Satyam received the the Global Peacock Award for global excellence in corporate accountability. Satyam continued to grow even when stock markets around the world were collapsing. In December 2008, Mr. Raju wanted to merge Matyas a real-estate company with Satyam. Matyas a company owned by his family was a complete diversity from the software company. Raju and his family owned a lot more shares in Matyas than they did in Satyam. The merge caused investors to question Mr. Raju’s intentions. The stockholders objected to the merge and the idea was aborted. However, the damage had already been done. The investors had lost faith and Satyam’s stocks plunged to an unbelievable low. Ironically, the word Satyam means Truth in Sanskrit and as the world watched the truth about Raju started to unravel. Fraud is Uncovered In October of 2008, World Bank fired Satyam and restrictions were put in place against the company from bidding for eight years. World Bank alleged that that Satyam had placed spy systems on their computers and that they were stealing assets from the World Bank. The proposed merge had also caused investors to question Raju’s intentions, so they started to pull their investments from the company. The investors felt that the merger was to benefit the Raju’s family since they had more stock in the Matyas company than they did in Satyam. What was the actual fraud- what...

Words: 4845 - Pages: 20

Premium Essay

David Sagar

...relation to company formation, corporate administration and corporate finance. Despite all this regulation a number of issues have continued to cause considerable unrest and political controversy. The main concerns have centred on the apparent lack of effective control of directors of public listed companies which have manifested themselves in perceived excessive remuneration packages and mismanagement leading to a number of high-profile corporate collapses. Public listed companies employ thousands of employees and are the recipients of billions of pounds in investment by individuals and institutional investors such as pension funds. It follows that all governments, in the UK, in Europe and throughout the world, consider it crucial that public confidence in such companies is maintained. The attempts to effectively control the remuneration of directors and the activities of directors in their management of public companies so as to avoid high profile scandals are known as corporate governance. It should be noted that corporate governance is not static, but rather develops to meet the urgent issues of the day. Thus, for example, the effect of corporate activities upon the environment now falls to be included within the ambit of corporate governance. What is Corporate Governance? The term “corporate governance” is not defined by legislation neither has it been defined by the courts. As Farrar notes in his text book on company law “corporate governance is a term which...

Words: 6634 - Pages: 27

Premium Essay

Asmdna Akdjak

...Jashldkahsdkhalksdlakjsldkjasjdlkajlskdjlkajksjdlkajsd Asdj;ajsdkjakjsdkjaksjdkajskdjajsldkja jkajsldkjalkjsldkjlakjsdlkjalkjsdkakjsdkajlksjdlkajlskdx Collins, Ellen I have attained two undergraduate degrees in European studies and law and a Masters degree in trade, corporate governance and European law; in highly recognisable UK universities. Currently I am undertaking a full time Masters degree in Business law in one of the best UK and world universities. I am an experienced researcher and I have worked on different research projects demanding law elements from UK and other jurisdictions. In addition I have more than a year's legal work experience providing the law firm's clients with high quality legal research documents. I have an eye for perfection. It will be a pleasure to work for you. Sample Do the UK Combined Code on Corporate Governance and the legislative framework regulating Listed PLC's in the UK effectively address the problems revealed by the corporate scandals of recent times? Introduction> In UK there are the sole trader, the partnerships, the companies and the joint venture, structure businesses. For the sole trader and the partnerships because the businesses are controlled by the owners and they work for the benefit of the owners, it has not been necessary to have increased measures for the protection of the owners benefit. In the companies though that it is a different legal entity, not related to the persons that initially established it, there is...

Words: 28138 - Pages: 113

Free Essay

Business

...Organization Structure Resource Sun Life Financial is a leading international financial service organization. It provides a diverse range of protection and wealth products and service for the customers. The organizational structure is based on the divisional structure. The company divides into five segments: Sun Life Financial Canada (SLF Canada), Sun Life Financial United States (SLF U.S.), MFS Investment Management (MFS), Sun Life Financial Asia (SLF Asia) and Corporate (reference). Compared to other competitors, each of the businesses focuses on a different resource. They provide different services in the different areas. SLF Canada has national market leadership positions in both protection and wealth services. The segment offers a full range of protection and wealth products and services to individuals and corporate clients. It includes three business units: Individual Insurance & Investments, Group Benefits and Group Retirement Services. In the domestic market, the SLF has a leading market position. .It gives the organization competitive advantage. The SLF US segment is primarily focuses on the Employee Benefits Group, and Life and Investment Products. The Employee Benefits Group business unit provides group life, long-term and short-term disability, medical stop-loss and dental insurance, as well as a suite of voluntary benefits products, to over 10 million group plan members. MFS was a global management financial team; it provides a variety of products and...

Words: 695 - Pages: 3

Premium Essay

Corporate Governance

...Corporate governance refers to the system by which corporations are directed and controlled. The governance structure specifies the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and specifies the rules and procedures for making decisions in corporate affairs. Governance provides the structure through which corporations set and pursue their objectives, while reflecting the context of the social, regulatory and market environment. Governance is a mechanism for monitoring the actions, policies and decisions of corporations. Governance involves the alignment of interests among the stakeholders.[ Contemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report (UK, 1992), the Principles of Corporate Governance (OECD, 1998 and 2004), the Sarbanes-Oxley Act of 2002 (US, 2002). The Cadbury and OECD reports present general principles around which businesses are expected to operate to assure proper governance. The Sarbanes-Oxley Act, informally referred to as Sarbox or Sox, is an attempt by the federal government in the United States to legislate several of the principles recommended in the Cadbury and OECD reports. * Rights and equitable treatment of shareholders:[15][16][17] Organizations should respect the rights of shareholders and help shareholders...

Words: 3042 - Pages: 13

Premium Essay

Fins 3626

...………………………………………………………………………... 2 1. Rationale for the Chosen Corporate Governance Factors ……………………………. 3 2. Assessment of the Corporate Governance System of the Selected Company….……... 3 2.1 Facebook ………………………...………………………………........................ 3 2.2 Commonwealth Bank of Australia.……………………………………………. 7 2.3 Tesco ………………………………………………………………………….......9 2.4 Tata Motors …………………………………………………………………......11 2.5 Fast Retailing ………..……………………………………………………….....13 3. Conclusion……………………………………………………………………………....17 Appendix .…………………………………………………………………………………. 18 Bibliography ……………………………………………………………………………… 23 Executive Summary The need for solid and sound corporate governance practice has become increasingly important in recent years, as the recent high profile corporate collapses (Enron, OneTel) are related to poor governance structure. The Corporate Governance Assessment Model attached in the appendix outlined five significant factors that can assist in determining the level of corporate governance of the selected firms. These include: * Appropriate Board Structure And Composition * Management Compensations * Integrity in Financial Reporting * Effective Risk management * Corporate Social Responsibility Selected companies are likely to have a well-established corporate governance system if the selected companies achieve high ratings in these corporate governance factors. This report will apply these five factors to each corporation including Commonwealth...

Words: 7224 - Pages: 29

Premium Essay

Corporate Governance

...Code of Corporate Governance – A Critical Comparison between Bangladesh and Malaysia James Bakul Sarkar Assistant Professor in Accounting and MBA Coordinator Faculty of Business ASA University Bangladesh E-mail: jamssarkar@yahoo.com Mob: 0171-6599599 Dewan Muhammad Nur A Yazdani Lecturer in Marketing Faculty of Business ASA University Bangladesh E-mail: dewanm@hotmail.com Mob: 0172-7681817 Md. Abdul Mannan Assistant Professor Department of Business Administration Stamford University Bangladesh Mob:0171-6418892 Code of corporate governance – A critical comparison between Bangladesh and Malaysia Abstract: Corporate governance is the way in which the corporate entities are governed. The question is: Who will determine the way- the entity itself or the regulator. Different stakeholders with quite diversified interests have stakes (interests) in the operation of business. Consequently, the business entity should not be allowed to operate in every respect in the way it likes; the regulators should come forward to impose certain restrictions and principles on the corporate affairs to upkeep the best interests of stakeholders like investors, creditors and after all the capital market. Such restrictions and principles can be termed as Code...

Words: 4437 - Pages: 18

Premium Essay

Corperate Governance

...Winter Internship Report on the basic study of Corporate Governance and Comparative Analysis Of The Annual Reports of Vizag Steel and TATA Steel At Vizag Steel Submitted in partial fulfillment of the requirements by NALSAR University Submitted By Sushma Yanamadala ( Centre for Management Studies National Academy of Legal Studies and Research Shameerpet, Secunderabad. Certificate from Company Declaration I hereby declare that the project entitled “Corporate Governance and Comparative Analysis of the Annual Reports of Vizag Steel and TATA Steel” submitted to the NALSAR University of Law, Centre for Management Studies, Secunderabad has been prepared by Sushma Yanamadala in Corporate Governance Department at Vizag Steel, Vishakapatnam. This embodies the data collected and analyzed under Mr.S.SakthiMani, Company Secretary, at Vizag Steel and hereby approved. The data collected for the analysis and report was provided by Vizag Steel, and was asked to use this information only, which include the company profile, annual reports and articles that have been used for reference. Place: Vishakapatnam Date: Signature of the candidate --------------------------------- ACKNOWLEDGEMENT ...

Words: 5316 - Pages: 22

Premium Essay

Corporate Governance

...INTRODUCTION Companies’ Overview Hugo Boss AG and Burberry Group are apparel and are competitors in their line of market, also listed in the stock exchange, German DAX and London FTSE respectively from the countries of origin. These companies’ are traded under ‘brands’ and make them for both men and women and have global licenses of fragrances, eyewear, and timepieces. These companies’ retail/ wholesale engages in the sale of luxury goods through mainline stores, have directly operated stores and concessions, a digital platform active in various languages. The companies’ have subsidiaries in Europe, Middle East, India, Africa and Asia Pacific region. Using the companies’ annual report of the recent year ending 2014 and 2015 a corporate governance analysis can be made. Does the geographical location of this company impact on their corporate governance structure? The geographical location is important and has an impact of their corporate governance approach since where the headquarters is situated and proximity to the management board influence the decision making of the companies’ by laws, countries have to adopt a system or more than one system of governance as seen in France. Hugo Boss and Burberry are companies’ whose approach of corporate governance are stakeholder and shareholder oriented respectively. Letza et al 2004, compares shareholders and stakeholders approach as the two distinct model adopted over the years by advanced industrial nations and governments...

Words: 2594 - Pages: 11

Premium Essay

Corporate Governance

...Review Volume 15 Issue 1 Special Issue: Comparative Corporate Governance 7-1-2003 Article 13 Corporate Governance in Malaysia Kamini Singam Recommended Citation Singam, Kamini (2003) "Corporate Governance in Malaysia," Bond Law Review: Vol. 15: Iss. 1, Article 13. Available at: http://epublications.bond.edu.au/blr/vol15/iss1/13 This Article is brought to you by the Faculty of Law at ePublications@bond. It has been accepted for inclusion in Bond Law Review by an authorized administrator of ePublications@bond. For more information, please contact Bond University's Repository Coordinator. Corporate Governance in Malaysia Abstract This article examines the corporate governance system in Malaysia. A sound corporate governance system should help create an environment conducive to the efficient and sustainable growth in the Malaysian corporate sector. Since the Southeast Asian financial crisis in 1997 – 98 (‘financial crisis’), corporate governance has become a key policy issue confronting many Southeast Asian countries, including Malaysia. This article considers the distinctive problems of corporate governance in Malaysia, despite several steps for reform that have taken place since the financial crisis. There will be a brief discussion on the meaning of corporate governance and an overview of the present status of corporate governance in Malaysia, in particular after the financial crisis. Keywords corporate governance, Malaysia, Southeast Asian financial crisis ...

Words: 13068 - Pages: 53

Premium Essay

Docx

...Term Paper on Merchant Banking and Investment Banking Operation in Bangladesh Course Name: Law and Practice of Banking Course Code: F-209 SUBMITTED TO: Ms. Tazrina Farah Assistant Professor, Department of Finance University of Dhaka SUBMITTED BY: Group no:08 , Section: B Batch: 19th Department of Finance University of Dhaka Date of submission: November 13, 2014. Group Profile: SL | Name | ID | Remarks | 01 | Mohammad Monirul Islam Monir | 19-030 | | 02 | Md. Arif Sarder | 19-036 | | 03 | Adnan Al Rahin | 19-068 | | 04 | Zahid Hossain Joy | 19-096 | | 05 | Nargis Mahmuda | 19-116 | | 06 | Aftab Hossain | 19-120 | | 07 | Imran Bhuyan | 19-144 | | 08 | Faisal Amin | 19-162 | | 09 | Chandan Kumar Roy | 19-164 | | 10 | Md. Fakhrul Islam | 19-190 | | 11 | Debopriyo Paul Utsha | 19-206 | | 12 | Noor Mohammad | 19-256 | | Letter of Transmittal November 13,2014 Ms. Tazrina Farah Assistant Professor, Department of Finance, University of Dhaka. Subject: Submission of term paper. Dear Madam, This is a report on “Merchant Banking and Investment Banking Operation in Bangladesh” for fulfilling course work of BBA program and it is our pleasure to present such before you. We have prepared this report based on the data gathered from interviewing two higher officials of IDLC Financing Limited and BRAC EPL Investment Limited(BEIL) . For the preparation of the term paper, we have focused on the information found to be reliable and valid. We truly appreciate...

Words: 6366 - Pages: 26

Premium Essay

The Awesomeness

...EXAMINING THE CRACKS IN THE CEILING: A Survey of Corporate Diversity Practices of the S&P 100 March 2013 Table of Contents FOREWORD ....................................................................................................... 1 EXECUTIVE SUMMARY ................................................................................. 2 EXAMINING THE 10 KEY INDICATORS .................................................... 7 1. Equal Employment Opportunity (EEO) Policy ........................... 8 2. Internal Diversity Initiatives ...........................................................10 3. External Diversity Initiatives ..........................................................12 4. Scope of Diversity Initiatives...........................................................13 5. Family-Friendly Benefits....................................................................14 6. EEO-1 Disclosure ..................................................................................15 7. Highest-Paid Executives ...................................................................16 8. Board Representation .......................................................................18 9. Director Selection Criteria ...............................................................20 10. Corporate Commitment ................................................................21 DIVERSITY SCORES BY SECTOR ................................................................22 CONCLUSIONS AND NEXT STEPS...

Words: 11806 - Pages: 48