Foundations Chapter 6 – Flashcards

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1) sole proprietorship 2) partnership 3) corporation 4) limited liability company
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what are the big 4 business ownership options?
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sole proprietorship
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the business is owned by a single individual
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partnership
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two ore more people serve as co-owners of the business
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corporation
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the business is a legal entity, separate from its owners *articles of incorporations must be filed and corporate bylaws adopted
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limited liability company
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a hybrid with characteristics of both a corporation and partnership
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1) sole proprietorships 2) corporations 3) partnerships
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order of the total number of business by form of ownership (from biggest to smallest)
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1) corporations 2) partnerships 3) sole proprietorships
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order of the total net income by form of ownership (from biggest to smallest)
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corporate, 66
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____________ form of ownership reports _____% of profits representing only 18.3% of all entities
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general partnership
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a type of partnership in which all partners can take an active role in managing the business and have unlimited liability for any claims against the firm
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articles of incorporation
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the document filed with a state government to establish the existence of a new corporation
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limited liability
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when owners are not personally liable for claims agains their firm, owners may lose their investment in the company but their own personal assets are protected
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billions, 25,000
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corporations like Walmart, Exxon, Apple, and GE have annual sales revenues in the _______ of dollars, BUT 24% of all corporations report revenue less than _________ dollars
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5 advantages of a sole proprietorship
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1) easy formation 2) retention of control 3) pride of ownership 4) retention of profits 5) possible tax advantages
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5 disadvantages of a sole proprietorship
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1) limited financial resources 2) unlimited liability 3) limited ability to attract and maintain talented employees 4) heavy workload and responsibilities 5) lack of permanence
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4 advantages of general partnerships
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1) pooled financial resources 2) shared responsibility 3) easy formation 4) tax advantages
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4 disadvantages of general partnerships
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1) unlimited liability 2) disagreements 3) lack of continuity 4) difficulty withdrawing
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limited partnership
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includes at least one general partner and at least one limited partner
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limited
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__________ partners in a limited partnership cannot participate in management of the partnership but do have limited liability
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limited liability partnership
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all partners are actively involved but they have some form of limited liability, the amount of liability differs per state
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general, limited
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family limited partnerships with parents as _________ partners and children as ________ partners, parents transfer assets to children while still managing to control and they reduce gift and inheritance taxes and protect the family assets from creditors and lawsuits *watch out for IRS because family limited partnerships can attract tax auditors
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1) sole proprietorships 2) general partnerships, doing business as
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what 2 types of businesses generally operate under their name? *they must confirm name, or similar name, is not already used and many states require a _________ __________ ___ be filed
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corporations, bank, corporative
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____________ is a type of business that must be filed with the state and use special wording in their name that includes corporation, incorporated, company, limited, or an abbreviation *the words ________ or _________ CANNOT be used unless approved be a regulatory agency
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C corporation, stockholders
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this is the most common type of corporation, which is a legal business entity that offers limited liability to all of its owners called ___________
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corporation friendly
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requirements for this type of business vary from state to state but many states are considered ___________ ___________
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corporate bylaws
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the basic rules governing how a corporation is organized and how it conducts its business
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institutional investor
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an organization that pools contributions from investors, clients, or depositors and uses these funds to buy stocks and other securities
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1) oversee operation and protect investors' interest 2) establish mission and set values 3) rarely get involved in day to day management 4) monitor performance of corporate officers
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what are the 4 main roles of the Board of Directors?
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board of directors
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who is elected by stockholders to oversee the operation of THEIR (the stockholders') company and protect their interest
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5 advantages of corporations
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1) limited liability 2) permanence 3) easy transfer of ownership 4) ability to raise capital 5) specialized management
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5 disadvantages of corporations
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1) expensive and complicated formation and operation 2) double taxation 3) paperwork and regulation 4) complications when operating in more than one state 5) conflicts of interest
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S Corp
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a form of a corporation that avoids double taxation because it taxed like a partnership and has limited liability BUT no more than 100 stockholders allowed and the must be US citizens or permanent residents
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Statutory Close Corp
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a corporation with limited number of owners that operates under less formal rules than a C Corp. because not required to have a board or hold annual meetings and owners can participate in management while maintaining limited liability BUT limited number of stockholders, stockholders must offer shares to owners before public, not all states allow this corporation type
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Nonprofit Corp
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a corporation that does not seek to earn a profit and differs in several fundamental respects from C corps because earnings are exempt from federal and state income taxes, members/ directors have limited liability, contributions made by individuals are tax deductible BUT may have dues paying members but no stockholders, cannot distribute dividends, cannot make political donations, must keep accurate records to document tax-exemption
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CEO pay, Dodd Frank Act
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the recession of 2008/2009 brought that oversight into question regarding _____ ______ because they were enjoying high salaries and perks while laying off workers, congress then passed the _______ _________ ________ which gives stockholders some voice in executive compensation
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Merrill Lynch, Stan O'Neal
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_______ ________ CEO named ________ __________ was ditched in 2008 for encouraging a culture of risk which let to $12 billion of losses on mortgage related securities and he took
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mergers
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two companies agree to a combination of equals
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acquisitions
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when one firm buys another
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1) horizontal merger 2) vertical merger 3) conglomerate merger
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what are the 3 types of mergers/acquisitions?
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horizontal merger
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a combination of firms in the same industry, objective to increase size and market power within the industry and improve efficiency by eliminating duplication of facilities and personnel EX: United Airlines acquisition of Continental Air in 2010
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vertical merger
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a combination of firms that are at different stages in the production of a good or service creating a buyer-seller relationship, objective to provide tighter integration of production and increased control over the supply of crucial inputs EX: Google's acquisition of Motorola Mobility, a company that manufactures cell phones using Google's Android operating system
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conglomerate merger
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a combination of firms in unrelated industries, objective to reduce risk by making the firm less vulnerable to adverse conditions in any single market EX: acquisition by Berkshire Hathaway (highly diversified company that holds stock in a wide variety of companies) of Iscar (cutting tools company)
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grow, competitive advantage
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large corporations constantly look for ways to ______ and achieve __________ _____________
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divestiture
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allow the firm to streamline their operations and focus, it is the transfer of total or partial ownership of some of a firm's operations to investors or to another company
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spin off
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a common type of divestiture that occurs when a company issues stock in one of its own divisions or operating units, setting up the division or part of the business as a separate company *sell stock to existing stockholder
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carve out
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a type of divestiture that occurs when a company begins setting up a separate business from an operation *sell stock to outside investors
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4 advantages of a limited liability company
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1) limited liability 2) tax pass through 3) simplified management and operation 4) flexible ownership
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5 disadvantages of a limited liability company
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1) complex to form 2) franchise taxes 3) foreign status in other states 4) limited to select industries 5) state law differences
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franchise
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*a well established method for operating a business, a licensing arrangement under which a franchisor allows franchisees to use its name, trademark, products, business methods, and other property in exchange for monetary payments and other considerations
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franchisse, franchisor
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the ___________ uses the brand name, trademark and practices of the ______________
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franchisor
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the business entity in a franchise relationship that allows others to operate its business using resources it supplies in exchange for money and other considerations
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franchisee
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the party in a franchise relationship that pays for the right to use resources supplied by the franchisor
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women, minority
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there has been a growth in _________ franchises, __________ participation has also increased under new initiatives
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foreign markets, more
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franchising in ____________ ___________ have shown great opportunities for growth, markets are less intense and less saturated, McDonald's has slightly ______ franchises in foreign countries than in the US
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4 advantages of franchising
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1) less risk 2) training and support 3) brand recognition 4) access to funding
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6 disadvantages of franchising
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1) cost 2) lack of control 3) negative halo effect 4) growth challenges 5) restriction on sale 6) poor execution
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distributorship
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a type of franchising arrangement in which the franchisor makes a product and licenses the franchisee to sell it
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business format franchise
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a broad franchise agreement in which the franchisee pays for there right to use the name, trademark, and business and production methods of the franchisor
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nonprofit franchisees
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many customers like doing business with this type of business, it is a good way for companies to be socially responsible and build goodwill, can boost their fundraising efforts EX: Ben
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franchise agreement
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the contractual arrangement between a franchisor and franchisee that spells out the duties and responsibilities of both parties
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6 facts of signing a franchise agreement
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1) terms and conditions 2) fees and payments 3) training and support 4) specific operational requirements 5) conflict resolution 6) assigned territory
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Francise Disclosure Document
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franchisor MUST provide what to potential franchisees? this is a detailed description of all aspects of a franchise that the franchisor must provide to the franchisee at least 14 calendar days before the franchise agreement is signed
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federal trade commission
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the ___________ __________ ______________ requires the FDD must be written in english, franchisor must be given 14 days to review FDD, and franchisee should have a lawyer review the document
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