After reading this chapter, you should be able to answer these questions:
What are the advantages and disadvantages of the sole proprietorship form of business organization?
What are the advantages of operating as a partnership, and what downsides or risks should partners consider?
How does the corporate structure provide advantages and disadvantages to a company, and what are the major types of corporations?
What other options for business organization does a company have in addition to sole proprietorships, partnerships, and corporations?
What makes franchising an appropriate form of organization for some types of business, and why does it continue to grow in importance?
Why are mergers and acquisitions important to a company’s overall growth?
What current trends will affect the business organizations of the future?
Exploring Business Careers
Jessica MacLean, Sole Proprietor
In most any elementary school classroom, at least one child’s answer to the question “What do you want to do with your life?” will be, “A lawyer.” One of the most popular careers, lawyers are powerful figures in society, shaping our laws and ensuring that we adhere to them. Their prominence and power have led to the stereotype of rich, career-driven lawyers, often leaving no room in our minds for those who truly want to bring justice to the world. However, Jessica MacLean, a lawyer focusing primarily on women’s rights, is quick to say that, as with many stereotypes, that is only one side of the story. “I know because I lived that—I was on my way to being a successful corporate lawyer. But I realized what I was doing and how different that was from why I’d started practicing. So I walked away from it all to start my own practice.”
Nervous about the prospect of private practice, she has chosen to operate as a sole proprietorship for now. Sole proprietorships are easy to set up for people who want to work on their own, prefer direct control of the business, and desire the flexibility to sell the business or close the doors at any time. “For me, it’s the best choice because I am not responsible for or to anyone else. I can easily dissolve the business if I find it is not proceeding how I’d planned. More positively, too, if it does succeed, I know that success is due to my hard work.
Indeed MacLean’s law career was not always in corporate law. She turned her sights toward law after a gender and communications professor at DePaul University suggested her argumentative style might be an asset in that profession. “She said I needed to tone it down for class—that the other students seemed afraid to speak up—but then asked if I’d ever considered being a lawyer.” MacLean, who had always been interested in issues of justice and legality surrounding women, took her professor’s advice and made the leap into law.
While in law school, she clerked for the city of Chicago in their department of personnel’s sexual harassment office and volunteered for the Cook County state’s attorney’s office in the domestic violence division. The cases she worked on were emotionally trying. Despite the difficulty of the cases, she was drawn to them, compelled by the people she helped and the change she was able to effect. After school, she continued in related practice, working first for the Cook County state’s attorney’s office.
After several years with the state’s attorney’s office, she needed a change. It was then that MacLean decided to work for a corporation, a form of business that you will learn about in this chapter. “Why did I switch to corporate law? I think I was burnt out, to some extent. It’s so hard to work on those cases, day after day. I needed to see if I would be better somewhere else.”
Having enjoyed the rewards of working with the state’s attorney’s office and a corporation and being a sole proprietor, in 2014, MacLean joined a limited liability partnership (LLP, a form of business that you will learn about in this chapter) firm in Chicago. As her needs have changed, the form and type of business organization she has worked for have changed also.
This chapter discusses sole proprietorships, as well as several other forms of business ownership, including partnerships and corporations, and compares the advantages and disadvantages of each.
With a good idea and some cash in hand, you decide to start a business. But before you get going, you need to ask yourself some questions that will help you decide what form of business organization will best suit your needs.
Would you prefer to go it alone as a sole proprietorship, or do you want others to share your burdens and challenges in a partnership? Or would the limited liability protection of a corporation, or perhaps the flexibility of aa limited liability company (LLC), make more sense?
There are other questions you need to consider too: Will you need financing? How easy will it be to obtain? Will you attract employees? How will the business be taxed, and who will be liable for the company’s debts? If you choose to share ownership with others, how much operating control would they want, and what costs would be associated with that?
As Table 4.1 illustrates, sole proprietorships are the most popular form of business ownership, accounting for 72 percent of all businesses, compared with 10 percent for partnerships and 18 percent for corporations. Because most sole proprietorships and partnerships remain small, corporations generate approximately 81 percent of total business revenues and 58 percent of total profits.
Most start-up businesses select one of these major ownership forms. In the following pages, we will discover the advantages and disadvantages of each form of business ownership and the factors that may make it necessary to change from one form of organization to another as the needs of the business change. As a company expands from small to midsize or larger, the form of business structure selected in the beginning may no longer be appropriate.
4.1Going It Alone: Sole Proprietorships
Key Takeaways
What are the advantages and disadvantages of the sole proprietorship form of business organization?
Jeremy Shepherd was working full-time for an airline when, at the age of 22, he wandered into an exotic pearl market in China, searching for a gift for his girlfriend. The strand of pearls he handpicked by instinct was later valued by a jeweler back in the States at 20 times what he paid for it. Jeremy cashed his next paycheck and hurried back to Asia, buying every pearl he could afford. Founded in 1996, his company Pearl Paradise was brought online in 2000. Shepherd chose the sole proprietorship form of business organization—a business that is established, owned, operated, and often financed by one person—because it was the easiest to set up. He did not want partners, and low liability exposure made incorporating unnecessary.
Fluent in Mandarin Chinese, Japanese, and Spanish and immersed in Asian culture, Shepherd believed the internet was the way to market his pearls (http://www.pearlparadise.com). Offering a wide range of pearl jewelry through 14 websites worldwide, his company sells as many as 1,000 items per day. The recent addition of an exclusive Los Angeles showroom allows celebrity customers to shop by appointment. With $20 million in sales annually, PearlParadise.com is the industry leader in terms of sales and volume.1
Comparison of Forms of Business Organization
Form
Number
Sales
Profits
Sole Proprietorships
72 percent
4 percent
15 percent
Partnerships
10 percent
15 percent
27 percent
Corporations
18 percent
81 percent
58 percent
Table 4.1Source: Internal Revenue Service, as reported in Table 746, U.S. Bureau of the Census, Statistical Abstract of the United States, 2012, 131st ed. (Washington, DC: U.S. Government Printing Office, 2012), p. 492. Note: US Bureau of Census stopped collecting and publishing this data after 2012.
Advantages of Sole Proprietorships
Sole proprietorships have several advantages that make them popular:
Easy and inexpensive to form. As Jeremy Shepherd discovered, sole proprietorships have few legal requirements (local licenses and permits) and are not expensive to form, making them the business organization of choice for many small companies and start-ups.
Profits all go to the owner. The owner of a sole proprietorship obtains the start-up funds and gets all the profits earned by the business. The more efficiently the firm operates, the higher the company’s profitability.
Direct control of the business. All business decisions are made by the sole proprietorship owner without having to consult anyone else.
Freedom from government regulation. Sole proprietorships have more freedom than other forms of business with respect to government controls.
No special taxation. Sole proprietorships do not pay special franchise or corporate taxes. Profits are taxed as personal income as reported on the owner’s individual tax return.
Ease of dissolution. With no co-owners or partners, the sole proprietor can sell the business or close the doors at any time, making this form of business organization an ideal way to test a new business idea.
Disadvantages of Sole Proprietorships
Along with the freedom to operate the business as they wish, sole proprietors face several disadvantages:
Unlimited liability. From a legal standpoint, the sole proprietor and the company are one and the same, making the business owner personally responsible for all debts the company incurs, even if they exceed the company’s value. The owner may need to sell other personal property—their car, home, or other investments—to satisfy claims against the business.
Difficulty raising capital. Business assets are unprotected against claims of personal creditors, so business lenders view sole proprietorships as high risk due to the owner’s unlimited liability. Owners must often use personal funds—borrowing on credit cards, second-mortgaging their homes, or selling investments—to finance their business. Expansion plans can also be affected by an inability to raise additional funding.
Limited managerial expertise. The success of a sole proprietorship rests solely with the skills and talents of the owner, who must wear many different hats and make all decisions. Owners are often not equally skilled in all areas of running a business. A graphic designer may be a wonderful artist but not know bookkeeping, how to manage production, or how to market their work.
Trouble finding qualified employees. Sole proprietors often cannot offer the same pay, fringe benefits, and advancement as larger companies, making them less attractive to employees seeking the most favorable employment opportunities.
Personal time commitment. Running a sole proprietorship business requires personal sacrifices and a huge time commitment, often dominating the owner’s life with 12-hour workdays and 7-day workweeks.
Unstable business life. The life span of a sole proprietorship can be uncertain. The owner may lose interest, experience ill health, retire, or die. The business will cease to exist unless the owner makes provisions for it to continue operating or puts it up for sale.
Losses are the owner’s responsibility. The sole proprietor is responsible for all losses, although tax laws allow these to be deducted from other personal income.
The sole proprietorship may be a suitable choice for a one-person start-up operation with no employees and little risk of liability exposure. For many sole proprietors, however, this is a temporary choice, and as the business grows, the owner may be unable to operate with limited financial and managerial resources. At this point, the owner may decide to take in one or more partners to ensure that the business continues to flourish.
Catching the Entrepreneurial Spirit
Work-Life Balance Important in Small Business
According to a survey released by the Wells Fargo/Gallup Small Business Index, about two-thirds of small business owners are satisfied with how they balance their personal lives and work schedules, and the New York Enterprise Report survey found that they work twice as much as regular employees. The survey also found that 33 percent of small business owners work more than 50 hours per week, while 25 percent reported working over 60 hours per week. A survey by Gallup finds 39 percent of small business owners working over 60 hours per week.
The 2016 Annual Bank of the West Small Business Growth Survey found that 62 percent of the respondents reported the stress of ownership as worse than what they had originally imagined. At the same time, the same people indicated that being a small business owner puts them in charge of their destiny, offers freedom, and is more rewarding than ever imagined. Over two-thirds of small business owners, according to a survey, said they were satisfied with their personal work-life balance, and almost 90 percent said they were satisfied with being a small business owner in general. Dennis Jacobe, chief economist at Gallup, argues, “People see the benefits more closely tied to them when they’re the owner,” he says. “Working hard and long is a natural aspect of the kind of people willing to start their own business.”
But if employees have trouble balancing work and life, odds are they will have less confidence in you as a leader, a recent study shows. The study, which polled more than 50,000 U.S. workers from various markets including professional services, consumer goods, and financial services, found that employees who strike a positive balance between home and work were 11 percent more likely to praise their leaders’ ability to set a clear direction.
The Society for Human Resource Management’s (SHRM) research also shows work-life balance has a great impact on how employees feel about their leaders. Jennifer Schramm, a manager in SHRM’s workplace trends and forecasting research department, predicts that as companies try to maximize the productivity of each employee, work-life balance and the resulting employee satisfaction will become increasingly more important. And research shows that happy employees can yield happy returns for businesses.
Critical Thinking Questions
Many small business owners expect their employees to be as committed and to work as hard as they do. How would you avoid falling into that trap while still demanding the best from your workers?
As a small business owner, consider some strategies to ensure an appropriate work-life balance for your employees.
Sources: Brian Sutter, “How Hard Small Business Owners Work,” SCORE, https://www.score.org, accessed August 17, 2017; The Hartford Insurance Company, “2015 Small Business Success Study,” accessed August 17, 2017; Michelle Di Gangi, “Attitude check: Small business owners say it’s all worth it,” July 26, 2016, Bank of the West; 2016 Annual Bank of the West Small Business Growth Survey, conducted by Harris Poll, July 26, 2016; Jena Wuu, “Work-Life Not an Issue for Owners,” Inc., http://www.inc.com, August 10, 2005; Christina Galoozis, “Employees View Leadership Through Lens of Work-Life Balance,” Inc., http://www.inc.com, June 8, 2005.
Concept Check
What is a sole proprietorship?
Why is this a popular form of business organization?
What are the drawbacks to being a sole proprietor?
4.2Partnerships: Sharing the Load
Learning Objectives
What are the advantages of operating as a partnership, and what downsides or risks should partners consider?
Can partnerships, an association of two or more individuals who agree to operate a business together for profit, be hazardous to a business’s health? Let’s assume partners Ron and Liz own a stylish and successful beauty salon. After a few years of operating the business, they find they have contrasting visions for their company. Liz is happy with the status quo, while Ron wants to expand the business by bringing in investors and opening salons in other locations.
How do they resolve this impasse? By asking themselves some tough questions. Whose view of the future is more realistic? Does the business actually have the expansion potential Ron believes it does? Where will he find investors to make his dream of multiple locations a reality? Is he willing to dissolve the partnership and start over again on his own? And who would have the right to their clients?
Ron realizes that expanding the business in line with his vision would require a large financial risk and that his partnership with Liz offers many advantages he would miss in a sole proprietorship form of business organization. After much consideration, he decides to leave things as they are.
For those individuals who do not like to “go it alone,” a partnership is relatively simple to set up. Offering a shared form of business ownership, it is a popular choice for professional-service firms such as lawyers, accountants, architects, stockbrokers, and real estate companies.
The parties agree, either orally or in writing, to share in the profits and losses of a joint enterprise. A written partnership agreement, spelling out the terms and conditions of the partnership, is recommended to prevent later conflicts between the partners. Such agreements typically include the name of the partnership, its purpose, and the contributions of each partner (financial, asset, skill/talent). It also outlines the responsibilities and duties of each partner and their compensation structure (salary, profit sharing, etc.). It should contain provisions for the addition of new partners, the sale of partnership interests, and procedures for resolving conflicts, dissolving the business, and distributing the assets.
There are two basic types of partnerships: general and limited. In a general partnership, all partners share in the management and profits. They co-own the assets, and each can act on behalf of the firm. Each partner also has unlimited liability for all the business obligations of the firm. A limited partnership has two types of partners: one or more general partners, who have unlimited liability, and one or more limited partners, whose liability is limited to the amount of their investment. In return for limited liability, limited partners agree not to take part in the day-to-day management of the firm. They help to finance the business, but the general partners maintain operational control.
There are also limited liability partnerships (LLP), which are similar to a general partnership except that partners are not held responsible for the business debt and liabilities. Another type is a limited liability limited partnership (LLLP), which is basically a limited partnership with the addition of limited liability, hence protecting the general partner from the debt and liabilities of the partnership.
Advantages of Partnerships
Some advantages of partnerships come quickly to mind:
Ease of formation. Like sole proprietorships, partnerships are easy to form. The partners agree to do business together and draw up a partnership agreement. For most partnerships, applicable state laws are not complex.
Availability of capital. Because two or more people contribute financial resources, partnerships can raise funds more easily for operating expenses and business expansion. The partners’ combined financial strength also increases the firm’s ability to raise funds from outside sources.
Diversity of skills and expertise. Partners share the responsibilities of managing and operating the business. Combining partner skills to set goals, manage the overall direction of the firm, and solve problems increases the chances for the partnership’s success. To find the right partner, you must examine your own strengths and weaknesses and know what you need from a partner. Ideal partnerships bring together people with complementary backgrounds rather than those with similar experience, skills, and talents. In Table 4.2 you’ll find some advice on choosing a partner.
Flexibility. General partners are actively involved in managing their firm and can respond quickly to changes in the business environment.
No special taxes. Partnerships pay no income taxes. A partnership must file a partnership return with the Internal Revenue Service, reporting how profits or losses were divided among the partners. Each partner’s profit or loss is then reported on the partner’s personal income tax return, with any profits taxed at personal income tax rates.
Relative freedom from government control. Except for state rules for licensing and permits, the government has little control over partnership activities.
Perfect Partners
Picking a partner is both an art and a science. Someone may have all the right credentials on paper, but does that person share your vision and the ideas you have for your company? Are they a straight shooter? Honesty, integrity, and ethics are important, because you may be liable for what your partner does. Be prepared to talk about everything, and trust your intuition and your gut feelings—they’re probably right. Ask yourself and your potential partner the following questions—then see how well your answers match up:
Why do you want a partner?
What characteristics, talents, and skills does each person bring to the partnership?
How will you divide responsibilities—from long-range planning to daily operations? Who will handle such tasks as marketing, sales, accounting, and customer service?
What is your long-term vision for the business—its size, life span, financial commitment, etc.?
What are your personal reasons for forming this company? Are you looking to create a small company or build a large one? Are you seeking a steady paycheck or financial independence?
Will all parties put in the same amount of time, or is there an alternative arrangement that is acceptable to everyone?
Do you have similar work ethics and values?
What requirements will be in the partnership agreement?
Table 4.2
Disadvantages of Partnerships
Business owners must consider the following disadvantages of setting up their company as a partnership:
Unlimited liability. All general partners have unlimited liability for the debts of the business. In fact, any one partner can be held personally liable for all partnership debts and legal judgments (such as malpractice)—regardless of who caused them. As with sole proprietorships, business failure can lead to a loss of the general partners’ personal assets. To overcome this problem, many states now allow the formation of limited liability partnerships (LLPs), which protect each individual partner from responsibility for the acts of other partners and limit their liability to harm resulting from their own actions.
Potential for conflicts between partners. Partners may have different ideas about how to run their business, which employees to hire, how to allocate responsibilities, and when to expand. Differences in personalities and work styles can cause clashes or breakdowns in communication, sometimes requiring outside intervention to save the business.
Complexity of profit sharing. Dividing the profits is relatively easy if all partners contribute equal amounts of time, expertise, and capital. But if one partner puts in more money and others more time, it might be more difficult to arrive at a fair profit-sharing formula.
Difficulty exiting or dissolving a partnership. As a rule, partnerships are easier to form than to leave. When one partner wants to leave, the value of their share must be calculated. To whom will that share be sold, and will that person be acceptable to the other partners? If a partner who owns more than 50 percent of the entity withdraws, dies, or becomes disabled, the partnership must reorganize or end. To avoid these problems, most partnership agreements include specific guidelines for transferring partnership interests and buy-sell agreements that make provision for surviving partners to buy a deceased partner’s interest. Partners can also purchase special life insurance policies designed to fund such a purchase.
Business partnerships are often compared to marriages. As with a marriage, choosing the right partner is critical. So if you are considering forming a partnership, allow plenty of time to evaluate your and your potential partner’s goals, personality, expertise, and working style before joining forces.
Concept Check
How does a partnership differ from a sole proprietorship?
Describe the four main types of partnerships, and explain the difference between a limited partner and a general partner.
What are the main advantages and disadvantages of a partnership?
4.3Corporations: Limiting Your Liability
Learning Objectives
How does the corporate structure provide advantages and disadvantages to a company, and what are the major types of corporations?
When people think of corporations, they typically think of major, well-known companies, such as Apple, Alphabet (parent company of Google), Netflix, IBM, Microsoft, Boeing, and General Electric. But corporations range in size from large multinationals with thousands of employees and billions of dollars in sales to midsize or even smaller firms with few employees and revenues under $25,000.
A corporation is a legal entity subject to the laws of the state in which it is formed, where the right to operate as a business is issued by state charter. A corporation can own property, enter into contracts, sue and be sued, and engage in business operations under the terms of its charter. Unlike sole proprietorships and partnerships, corporations are taxable entities with a life separate from their owners, who are not personally liable for its debts.
When launching her company, Executive Property Management Services, Inc., 32-year-old Linda Ravden realized she needed the liability protection of the corporate form of business organization. Her company specialized in providing customized property management services to mid- and upper-level corporate executives on extended work assignments abroad, often for three to five years or longer. Taking care of substantial properties in the million-dollar range and above was no small responsibility for Ravden’s company. Therefore, the protection of a corporate business structure, along with carefully detailed contracts outlining the company’s obligations, was crucial in providing Ravden with the liability protection she needed—and the peace of mind to focus on running her business without constant worry. Note that an LLC does not provide unlimited protection; you can still get in trouble for such things as mingling personal and business funds.2
Managing Change
Pacific Sunwear’s Golden Glow
It all started as a little surf shop in 1980 in Newport Beach, California. It wasn’t called PacSun then. It wasn’t even all that different from other shops carrying surfboards and wax, except for one thing. The founders had a better idea.
During Southern California’s wet, cool winters, the beaches got empty, and the surf store business went dry. Where did everyone go? To the mall, of course. Their idea—to be the first surf shop to move into California’s popular mall locations—worked. The company soon grew to 21 stores, selling such popular name brands as Billabong, Gotcha, CatchIt, Stussy, and Quiksilver as well as its own private-label brands.
What began as a little surf shop became a leading mall-based specialty retailer in the fast-growing surf, skate, and hip-hop apparel markets. With close to a thousand stores in the United States and Puerto Rico and sales topping $1 billion, how did the founders make the leap from selling and waxing surfboards to being a major player in the youth apparel market? How has Pacific Sunwear of California, Inc. (http://www.pacsun.com), succeeded when thousands of other clothing companies failed?
“We listen and we change,” says the CEO of PacSun. “The kids have the answers, so we listen to get the trends, the solutions, and find out what we are doing right.” To remain on the cutting edge of teen tastes, the company hosts an open house every Wednesday at its corporate headquarters in Anaheim, California, where vendors present their wares to PacSun’s savvy team of buyers. Being able to distinguish between short-lived fads and actual trends is important when making merchandise choices. The company’s focus on “active brand management” is what kept its sales climbing.
The founders’ philosophy had served their business well. In 1993, the 60-store company sold stock to the public. It had grown to over 1,000 stores in 50 states and Puerto Rico, with 12,000 employees. The company’s PacSun stores cater to a completely different customer than its d.e.m.o. hip-hop stores. In April 2006, PacSun launched its third concept, One Thousand Steps, a footwear store.
With changing trends and online shopping challenges facing many brick-and-mortar retailers, companies such as Wet Seal and Quicksilver filed for bankruptcy in 2015, and PacSun filed for bankruptcy in April 2016. At the time of bankruptcy filing, the company had 593 PacSun stores employing approximately 2,000 employees. In September 2016, PacSun emerged from the bankruptcy after it cut debt and closed stores. The company also turned over all of its stock to the private equity firm Golden Gate Capital, its senior lender.
As its business took off, PacSun successfully made the leap from the small sole proprietorship form of business organization to corporate retailing giant. Facing changing trends and technologies, the firm hit a bump in the road and is working hard to reestablish itself. PacSun grossed over $700 million in sales in 2021. The company is indeed a thousand steps away from its humble beginnings.
Critical Thinking Questions
How did PacSun manage its evolution from a small, local business to a leading mall-based specialty retailer? What could be the reasons for its missteps resulting in the bankruptcy filing?
What form of business organization might PacSun have chosen when it started, and what might have prompted it to change as it grew?
Sources: Marie Driscoll, “Pacific Sun’s Golden Glow,” Business Week Online, November 9, 2004, http://www.businessweek.com; Ron Ehlers (VP Information Services, Pacific Sunwear of California, Inc.) “Pacific Sunwear: Maintain a Fresh Brand by Anticipating Consumer Needs,” presentation to the Retail Systems MIX Summit, May 25, 2005, http://www.retailsystems.com; “Corporate Profile,” Pacific Sun corporate Web site, http://www.pacsun.com; Samantha Masunaga, “PacSun files for Chapter 11 bankruptcy protection, plans to go private,” Los Angeles Times, http://www.latimes.com, accessed August 17, 2017; Steven Church, “Pacific Sunwear Has ‘Retailer’s Dream’ as Bankruptcy Wraps Up,” Bloomberg, https://www.bloomberg.com, accessed August 2017; Yola Robert, “PacSun Paces to $1 Billion in 2021 as They Innovate Digital,” Forbes, https://www.forbes.com, August 13, 2021.
Corporations play an important role in the U.S. economy. As Table 4.1 demonstrated, corporations account for only 18 percent of all businesses but generate 81 percent of all revenues and 58 percent of all profits. Company type and size vary; however, when you look at the top companies by revenue in the United States or globally, they include many familiar names that affect our daily lives.
In the United States, according to Fortune magazine, the top three corporations in 2021 were (1) Walmart (revenue: $559 B), (2) Amazon (revenue: $386 B), and (3) Apple (revenue: $274 B M), whereas Forbes magazine found that the top three corporations were (1) JPMorgan Chase (revenue: $222.9B), (2) Berkshire Hathaway (revenue: $217.5B), and (3) Apple (revenue: $102.5B). By comparison, the top three companies in 2017 according to the World Economic Forum were (1) Apple, (2) Alphabet, and (3) Microsoft. These corporations rise and fall on the various lists based on their revenue in a given year and how the organizations measure revenue and the time frames that they use.[1]
The Incorporation Process
Setting up a corporation is more complex than starting a sole proprietorship or partnership. Most states base their laws for chartering corporations on the Model Business Corporation Act of the American Bar Association, although registration procedures, fees, taxes, and laws that regulate corporations vary from state to state.
A firm does not have to incorporate in the state where it is based and may benefit by comparing the rules of several states before choosing a state of incorporation. Although Delaware is a small state with few corporations actually based there, its procorporate policies make it the state of incorporation for many companies, including about half the Fortune 500. Incorporating a company involves five main steps:
Selecting the company’s name
Writing the articles of incorporation (see Table 4.3) and filing them with the appropriate state office, usually the secretary of state
Paying required fees and taxes
Holding an organizational meeting
Adopting bylaws, electing directors, and passing the first operating resolutions
The state issues a corporate charter based on information in the articles of incorporation. Once the corporation has its charter, it holds an organizational meeting to adopt bylaws, elect directors, and pass initial operating resolutions. Bylaws provide legal and managerial guidelines for operating the firm.
Articles of Incorporation
Articles of incorporation are prepared on a form authorized or supplied by the state of incorporation. Although they may vary slightly from state to state, all articles of incorporation include the following key items:
Name of corporation
Company’s goals
Types of stock and number of shares of each type to issue
Life of the corporation (usually “perpetual,” meaning with no time limit)
Minimum investment by owners
Methods for transferring shares of stock
Address of the corporate office
Names and addresses of the first board of directors
Table 4.3
The Corporate Structure
As Exhibit 4.4 shows, corporations have their own organizational structure with three important components: stockholders, directors, and officers.
Stockholders (or shareholders) are the owners of a corporation, holding shares of stock that provide them with certain rights. They may receive a portion of the corporation’s profits in the form of dividends, and they can sell or transfer their ownership in the corporation (represented by their shares of stock) at any time. Stockholders can attend annual meetings, elect the board of directors, and vote on matters that affect the corporation in accordance with its charter and bylaws. Each share of stock generally carries one vote.
The stockholders elect a board of directors to govern and handle the overall management of the corporation. The directors set major corporate goals and policies, hire corporate officers, and oversee the firm’s operations and finances. Small firms may have as few as 3 directors, whereas large corporations usually have 10 to 15.
The boards of large corporations typically include both corporate executives and outside directors (not employed by the organization) chosen for their professional and personal expertise. Outside directors often bring a fresh view to the corporation’s activities because they are independent of the firm.
Hired by the board, the officers of a corporation are its top management and include the president and chief executive officer (CEO), vice presidents, treasurer, and secretary, who are responsible for achieving corporate goals and policies. Officers may also be board members and stockholders.
Advantages of Corporations
The corporate structure allows companies to merge financial and human resources into enterprises with great potential for growth and profits:
Limited liability. A key advantage of corporations is that they are separate legal entities that exist apart from their owners. Owners’ (stockholders’) liability for the obligations of the firm is limited to the amount of the stock they own. If the corporation goes bankrupt, creditors can look only to the assets of the corporation for payment.
Ease of transferring ownership. Stockholders of public corporations can sell their shares at any time without affecting the status of the corporation.
Unlimited life. The life of a corporation is unlimited. Although corporate charters specify a life term, they also include rules for renewal. Because the corporation is an entity separate from its owners, the death or withdrawal of an owner does not affect its existence, unlike a sole proprietorship or partnership.
Tax deductions. Corporations are allowed certain tax deductions, such as operating expenses, which reduces their taxable income.
Ability to attract financing. Corporations can raise money by selling new shares of stock. Dividing ownership into smaller units makes it affordable to more investors, who can purchase one or several thousand shares. The large size and stability of corporations also helps them get bank financing. All these financial resources allow corporations to invest in facilities and human resources and expand beyond the scope of sole proprietorships or partnerships. It would be impossible for a sole proprietorship or partnership to make automobiles, provide nationwide telecommunications, or build oil or chemical refineries.
Disadvantages of Corporations
Although corporations offer companies many benefits, they have some disadvantages:
Double taxation of profits. Corporations must pay federal and state income taxes on their profits. In addition, any profits (dividends) paid to stockholders are taxed as personal income, although at a somewhat reduced rate.
Cost and complexity of formation. As outlined earlier, forming a corporation involves several steps, and costs can run into thousands of dollars, including state filing, registration, and license fees, as well as the cost of attorneys and accountants.
More government restrictions. Unlike sole proprietorships and partnerships, corporations are subject to many regulations and reporting requirements. For example, corporations must register in each state where they do business and must also register with the Securities and Exchange Commission (SEC) before selling stock to the public. Unless it is closely held (owned by a small group of stockholders), a firm must publish financial reports on a regular basis and file other special reports with the SEC and state and federal agencies. These reporting requirements can impose substantial costs, and published information on corporate operations may also give competitors an advantage.
Types of Corporations
Three types of corporate business organization provide limited liability.
The C corporation is the conventional or basic form of corporate organization. Small businesses may achieve liability protection through S corporations or limited liability companies (LLCs).
An S corporation is a hybrid entity, allowing smaller corporations to avoid double taxation of corporate profits as long as they meet certain size and ownership requirements. Organized like a corporation with stockholders, directors, and officers, an S corporation is taxed like a partnership. Income and losses flow through to the stockholders and are taxed as personal income. S corporations are allowed a maximum of 100 qualifying shareholders and one class of stock. The owners of an S corporation are not personally liable for the debts of the corporation.
A newer type of business entity, the limited liability company (LLC), is also a hybrid organization. Like S corporations, they appeal to small businesses because they are easy to set up and not subject to many restrictions. LLCs offer the same liability protection as corporations as well as the option of being taxed as a partnership or a corporation. First authorized in Wyoming in 1977, LLCs became popular after a 1988 tax ruling that treats them like partnerships for tax purposes. Today all states allow the formation of LLCs.
Table 4.4 summarizes the advantages and disadvantages of each form of business ownership.
Advantages and Disadvantages of Major Types of Business Organization
Sole Proprietorship
Partnership
Corporation
Advantages
Owner receives all profits.
More expertise and managerial skill available.
Limited liability protects owners from losing more than they invest.
Low organizational costs.
Relatively low organizational costs.
Can achieve large size due to marketability of stock (ownership).
Income taxed as personal income of proprietor.
Income taxed as personal income of partners.
Receives certain tax advantages.
Independence.
Fundraising ability is enhanced by more owners.
Greater access to financial resources allows growth.
Secrecy.
Can attract employees with specialized skills.
Ease of dissolution.
Ownership is readily transferable.
Long life of firm (not affected by death of owners).
Disadvantages
Owner receives all losses.
Owners have unlimited liability; may have to cover debts of other, less financially sound partners.
Double taxation because both corporate profits and dividends paid to owners are taxed, although the dividends are taxed at a reduced rate.
Owner has unlimited liability; total wealth can be taken to satisfy business debts.
Dissolves or must reorganize when partner dies.
More expensive and complex to form.
Limited fundraising ability can inhibit growth.
Difficult to liquidate or terminate.
Subject to more government regulation.
Proprietor may have limited skills and management expertise.
Potential for conflicts between partners.
Financial reporting requirements make operations public.
Few long-range opportunities and benefits for employees.
Difficult to achieve large-scale operations.
Lacks continuity when owner dies.
Table 4.4
Concept Check
What is a corporation? Describe how corporations are formed and structured.
Summarize the advantages and disadvantages of corporations. Which features contribute to the dominance of corporations in the business world?
Why do S corporations and limited liability companies (LLCs) appeal to small businesses?
4.4Specialized Forms of Business Organization
Learning Objectives
What other options for business organization does a company have in addition to sole proprietorships, partnerships, and corporations?
In addition to the three main forms, several specialized types of business organization also play an important role in our economy. We will look at cooperatives and joint ventures in this section and take a detailed look at franchising in the following section.
Cooperatives
When you eat a Sunkist orange or spread Land O’Lakes butter on your toast, you are consuming foods produced by cooperatives. A cooperative is a legal entity with several corporate features, such as limited liability, an unlimited life span, an elected board of directors, and an administrative staff. Member-owners pay annual fees to the cooperative and share in the profits, which are distributed to members in proportion to their contributions. Because they do not retain any profits, cooperatives are not subject to taxes.
There are currently 3 million cooperatives employing more than 250 million employees in more than 145 countries worldwide.[2] Cooperatives operate in every industry, including agriculture, childcare, energy, financial services, food retailing and distribution, health care, insurance, housing, purchasing and shared services, and telecommunications, among others. They range in size from large enterprises such as Fortune 500 companies to small local storefronts and fall into four distinct categories: consumer, producer, worker, and purchasing/shared services.
Cooperatives are autonomous businesses owned and democratically controlled by their members—the people who buy their goods or use their services—not by investors. Unlike investor-owned businesses, cooperatives are organized solely to meet the needs of the member-owners, not to accumulate capital for investors. As democratically controlled businesses, many cooperatives practice the principle of “one member, one vote,” providing members with equal control over the cooperative.
There are two types of cooperatives. Buyer cooperatives combine members’ purchasing power. Pooling buying power and buying in volume increases purchasing power and efficiency, resulting in lower prices. At the end of the year, members get shares of the profits based on how much they bought. Obtaining discounts to lower costs gives the corner Ace Hardware store the chance to survive against retailing giants such as Home Depot Inc. and Lowe’s.
Founded in 1924, Ace Hardware is one of the nation’s largest cooperatives and is wholly owned by its independent hardware retailer members in stores spanning all 50 states and 70 countries. In 2021, the company reported consolidated revenues for the fiscal year totaled $8.6 billion, which was an increase of 10.7 percent from the previous year. Retail gross profit for fiscal 2021 was $932.6 billion, an increase of $53.5 million from the previous year.[3]
Seller cooperatives are popular in agriculture, wherein individual producers join to compete more effectively with large producers. Member dues support market development, national advertising, and other business activities. In addition to Sunkist and Land O’Lakes, other familiar cooperatives are Calavo (avocados), Ocean Spray (cranberries and juices), and Blue Diamond (nuts). CHS Inc., the largest cooperative in the United States, sells energy, supply, food, and grain.
Cooperatives empower people to improve their quality of life and enhance their economic opportunities through self-help. Throughout the world, cooperatives are providing members with credit and financial services, energy, consumer goods, affordable housing, telecommunications, and other services that would not otherwise be available to them. There are several principles that cooperatives must follow, according to San Luis Valley REC, International Co-operative Alliance, and Daman Prakash, author of The Principles of Cooperation. They include (1) open membership, which means that cooperatives are open to all people to use its services; (2) democratic member control, which means that organizations are controlled by their members; (3) members’ economic participation, which means that members contribute equally to the capital of the cooperative; (4) autonomy, which means cooperatives are self-help organizations controlled by their members; and (5) education and training, which means that cooperatives provide education and training for their members while also electing representatives, managers, and employees.6
Joint Ventures
In a joint venture, two or more companies form an alliance to pursue a specific project, usually for a specified time period. There are many reasons for joint ventures. The project may be too large for one company to handle on its own, and joint ventures also afford companies access to new markets, products, or technology. Both large and small companies can benefit from joint ventures.
LHC Group, Inc., a Lafayette, Louisiana-based in-home care company, established its first home health joint venture with Louisiana’s Opelousas General Hospital in 1998. LHC Group Inc.’s joint venture network now includes LifePoint Health, Christus Health, and other hospital chains. The provider now has 82 unique joint venture partnerships spanning 435 hospitals. LHC Group, Inc. attributes most of its growth to the trend for regional and national hospital systems to provide care within the home.7
Concept Check
Describe the two types of cooperatives and the advantages of each.
What are the benefits of joint ventures?
4.5Franchising: A Popular Trend
Learning Objectives
What makes franchising an appropriate form of organization for some types of business, and why does it continue to grow in importance?
When Shep Bostin decided to buy a franchise, he researched the usual suspects: Jiffy Lube, McDonald’s, and Quiznos Subs. Bostin, then 38, was a top executive at a dying Gaithersburg, Maryland, technology firm, but instead of becoming another McDonald’s franchisee, Bostin chose to remain a geek, albeit one who wheeled around in the signature black PT Cruiser of Geeks On Call, a company that provides on-site computer assistance via a large pool of experienced techies. Bostin made residential and commercial “house calls” for more than a decade as a Geeks On Call franchisee. There are approximately 123 independently owned and operated Geeks On Call franchise territories in 50 states serving over 250,000 customers.8
Choosing the right franchise can be challenging. Franchises come in all sizes and demand different skills and qualifications. And with somewhere around 2,500 different franchised businesses in the United States, Bostin had a lot to choose from—from cookie-bouquet peddlers and dog trainers to acupuncture specialists. Table 4.5 shows the top franchises for 2017 from various sources. Entrepreneur’s rankings utilize among other factors costs/fees, brand strength, support, and financial strength. Franchise Business Review focuses on owner satisfaction, whereas Franchise Gator utilizes a formula with factors such as financial stability and engagement.
Chances are you recognize some of the names listed in Table 4.5 and deal with franchise systems in your neighborhood every day. When you have lunch at Taco Bell or Jamba Juice, make copies at a FedEx Office, change your oil at Jiffy Lube, buy candles at Wicks ’n’ Sticks, or mail a package at The UPS Store, you are dealing with a franchised business. These and other familiar name brands mean quality, consistency, and value to consumers. Franchised businesses provided about 8.9 million direct jobs with a $890 billion economic output for the U.S. economy.9
Franchising is a form of business organization that involves a franchisor, the company supplying the product or service concept, and the franchisee, the individual or company selling the goods or services in a certain geographic area. The franchisee buys a package that includes a proven product or service, proven operating methods, and training in managing the business. Offering a way to own a business without starting it from scratch and to expand operations quickly into new geographic areas with limited capital investment, franchising is one of the fastest growing segments of the economy. If you are interested in franchising, food companies represent the largest number of franchises.
A franchise agreement is a contract that allows the franchisee to use the franchisor’s business name, trademark, and logo. The agreement also outlines rules for running the franchise, services provided by the franchisor, and financial terms. The franchisee agrees to follow the franchisor’s operating rules by keeping inventory at certain levels, buying a standard equipment package, keeping up sales and service levels, taking part in franchisor promotions, and maintaining a relationship with the franchisor. In return, the franchisor provides the use of a proven company name and symbols, help in finding a site, building plans, guidance and training, management assistance, managerial and accounting systems and procedures, employee training, wholesale prices for supplies, and financial assistance.
Advantages of Franchises
Like other forms of business organization, franchising offers some distinct advantages:
Increased ability for franchisor to expand. Because franchisees finance their own units, franchisors can grow without making a major investment.
Recognized name, product, and operating concept. Consumers know they can depend on products from franchises such as Pizza Hut, Hertz, and Holiday Inn. As a result, the franchisee’s risk is reduced and the opportunity for success increased. The franchisee gets a widely known and accepted business with a proven track record, as well as operating procedures, standard goods and services, and national advertising.
Management training and assistance. The franchisor provides a structured training program that gives the new franchisee a crash course in how to start and operate their business. Ongoing training programs for managers and employees are another plus. In addition, franchisees have a peer group for support and sharing ideas.
Financial assistance. Being linked to a nationally known company can help a franchisee obtain funds from a lender. Also, the franchisor typically gives the franchisee advice on financial management, referrals to lenders, and help in preparing loan applications. Many franchisors also offer short-term credit for buying supplies, payment plans, and loans to purchase real estate and equipment. Although franchisors give up a share of profits to their franchisees, they receive ongoing revenues in the form of royalty payments.
Disadvantages of Franchises
Franchising also has some disadvantages:
Loss of control. The franchisor has to give up some control over operations and has less control over its franchisees than over company employees.
Cost of franchising. Franchising can be a costly form of business. Costs will vary depending on the type of business and may include expensive facilities and equipment. The franchisee also pays fees and/or royalties, which are usually tied to a percentage of sales. Fees for national and local advertising and management advice may add to a franchisee’s ongoing costs.
Restricted operating freedom. The franchisee agrees to conform to the franchisor’s operating rules and facilities design, as well as inventory and supply standards. Some franchises require franchisees to purchase from only the franchisor or approved suppliers. The franchisor may also restrict the franchisee’s territory or site, which could limit growth. Failure to conform to franchisor policies could mean the loss of the franchise.
Franchise Growth
Many of today’s major franchise brands, such as McDonald’s and KFC, started in the 1950s. Through the 1960s and 1970s, many more types of businesses—clothing, convenience stores, business services, and many others—used franchising to distribute their goods and services. Growth comes from expansion of established franchises—for example, Subway, Pizza Hut, and OrangeTheory Fitness—as well as new entrants such as those identified by Entrepreneur and Franchise Gator among other sources. According to Entrepreneur magazine, the top three new franchises in 2022 are (1) Taco Bell, (2) The UPS Store, and (3) Popeyes Louisiana Kitchen, whereas according to Franchise Gator, the top three new franchises in 2022 are (1) Time to Eat Healthy Delivery, (2) Healthy You Vending, and (3) Mathnasium.[4]
Changing demographics drive franchise industry growth, in terms of who, how, and what experiences the most rapid growth. The continuing growth and popularity of technology and personal computing is responsible for the rapidly multiplying number of eBay drop-off stores, and tech consultants such as Geeks on Call are in greater demand than ever. Other growth franchise industries are the specialty coffee market, children’s enrichment and tutoring programs, senior care, weight control, and fitness franchises.
The Next Big Thing in Franchising
All around you, people are talking about the next big thing—Subway is the new miracle weight-loss solution, the workout at OrangeTheory Fitness is the answer to America’s fitness needs—and you are ready to take the plunge and buy a trendy franchise. But consumers’ desires can change with the tide, so how do you plan an entrance—and exit—strategy when purchasing a franchise that’s a big hit today but could be old news by tomorrow? Table 4.6 outlines some tips on purchasing a franchise.
International Franchising
Like other forms of business, franchising is part of our global marketplace economy. As international demand for all types of goods and services grows, most franchise systems are already operating internationally or planning to expand overseas. Restaurants, hotels, business services, educational products, car rentals, and nonfood retail stores are popular international franchises.
Franchisors in foreign countries face many of the same problems as other firms doing business abroad. In addition to tracking markets and currency changes, franchisors must understand local culture, language differences, and the political environment. Franchisors in foreign countries also face the challenge of aligning their business operations with the goals of their franchisees, who may be located half a globe away.
Tips for Purchasing a Franchise
Take a personality test to determine the traits that will help and hurt you and assess your strengths and weaknesses.
Do your research about the franchise company, its services, and your potential location, and study the field.
Seek assistance from tax advisors and contract specialists.
Focus on financials: count your money, limit liability with appropriate business structure, and look beyond.
Beware of franchise consultants.
Use the franchise disclosure document to ensure everything is clear.
Utilize your instincts, and follow your gut.
Table 4.6Sources: “12 Things To Do Before You Buy a Franchise,” Forbes, https://www.forbes.com, June 22, 2016; U.S. Small Business Administration, “6 Franchise Purchasing Tips,” https://www.sba.gov, August 19, 2014; “5 Tips for Buying a Franchise,” Small BusinessTrends, https://smalltrends.com, January 29, 2013.
Is Franchising in Your Future?
Are you ready to be a franchisee? Before taking the plunge, ask yourself some searching questions: Are you excited about a specific franchise concept? Are you willing to work hard and put in long hours? Do you have the necessary financial resources? Do you have prior business experience? Do your expectations and personal goals match the franchisor’s?
Qualities that rank high on franchisors’ lists are passion for the franchise concept, desire to be your own boss, willingness to make a substantial time commitment, assertiveness, optimism, patience, and integrity. Prior business experience is also a definite plus, and some franchisors prefer or require experience in their field.
Expanding Around the Globe
Setting Up (Sandwich) Shop in China
Lured by China’s fast-food industry, estimated today at $180 billion, Jim Bryant, 50, was not the only entrepreneur to discover it is hard to do business in China. In ten years, Bryant has opened 19 Subway stores in Beijing—only half the number he was supposed to have by now—while other companies such as Chili’s and Dunkin’ Donuts have given up their Chinese operations altogether.
Subway, or Sai Bei Wei (Mandarin for “tastes better than others”), is now the third-largest U.S. fast-food chain in China, right behind McDonald’s and KFC, and all its stores are profitable. Although Bryant had never eaten a Subway sandwich before, Jana Brands, the company Bryant worked for in China, sold $20 million in crab to Subway annually, so he knew it was big business. When Subway founder Fred DeLuca visited Beijing in 1994, Bryant took him to a place not on the official tour: McDonald’s. It was Sunday night, and the place was packed. “We could open 20,000 Subways here and not scratch the surface,” Bryant remembers DeLuca saying.
Two weeks later, Bryant called Subway’s headquarters in Milford, Connecticut, and asked to be the company representative in China. He would recruit local entrepreneurs, train them to become franchisees, and act as a liaison between them and the company. He would receive half the initial $10,000 franchise fee and one-third of their 8 percent royalty fees. He could also open his own Subway restaurants. Steve Forman, the founder of Jana Brands, invested $1 million in return for a 75 percent stake.
All foreign businesses in China had to be joint ventures with local partners, so Bryant used the Chinese business practice of relying on local relationships to find a manager for his first restaurant in Beijing. The project ran into problems immediately. Work on the store was delayed, and construction costs soared. It didn’t take Bryant long to realize that he and Forman had been swindled out of $200,000.
When it finally opened, the restaurant was a hit among Americans in Beijing, but the locals weren’t sure what to make of it. They didn’t know how to order and didn’t like the idea of touching their food, so they held the sandwich vertically, peeled off the paper, and ate it like a banana. Most of all, the Chinese didn’t seem to want sandwiches.
But Subway did little to alter its menu—something that still irks some Chinese franchisees. “Subway should have at least one item tailored to Chinese tastes to show they respect local culture,” says Luo Bing Ling, a Beijing franchisee. Bryant thinks that with time, sandwiches will catch on in China. Maybe he’s right: Tuna salad, which he couldn’t give away at first, is now the number one seller. Today there are nearly 600 Subway stores in China, with China’s fast-food industry estimated at over $180 billion.
Critical Thinking Questions
What are some of the main problems U.S. franchisors encounter when attempting to expand their business in a country such as China?
What steps can franchisors take to ensure a smooth and successful launch of a new franchise business in a foreign country?
Sources: Subway, “Explore Our World,” http://www.subway.com, accessed April 2, 2018; “Sales Revenue in Fast Food Restaurants in China 2011–2018,” Statista, https://www.statista.com, accessed April 2, 2018; Carlye Adler, “How China Eats a Sandwich,” Fortune, March 21, 2005, p. F210-B; Julie Bennett, “Chinese Market Offers Franchise Challenges,” Startup Journal–The Wall Street Journal Online, http://www.startupjournal.com.
So what can you do to prepare when considering the purchase of a franchise? When evaluating franchise opportunities, professional guidance can prevent expensive mistakes, so interview advisers to find those that are right for you. Selecting an attorney with franchise experience will hasten the review of your franchise agreement. Getting to know your banker will speed up the loan process if you plan to finance your purchase with a bank loan, so stop by and introduce yourself. The proper real estate is a critical component for a successful retail franchise, so establish a relationship with a commercial real estate broker to begin scouting locations. Doing your homework can spell the difference between success and failure, and some early preparation can help lay the groundwork for the successful launch of your franchised business.
If the franchise route to business ownership seems right for you, begin educating yourself on the franchise process by investigating various franchise opportunities. You should research a franchise company thoroughly before making any financial commitment. Once you’ve narrowed your choices, ask for the Uniform Franchise Offering Circular (UFOC) for that franchisor, and read it thoroughly. The Federal Trade Commission (FTC) requires franchisors to prepare this document, which provides a wealth of information about the franchisor, including its history, operating style, management, past or pending litigation, the franchisee’s financial obligations, and any restrictions on the sale of units. Interviewing current and past franchisees is another essential step. And most franchise systems use computers, so if you are not computer literate, take a class in the basics.
Would-be franchisees should also check recent issues of small-business magazines such as Entrepreneur, Inc., Startups, and Success for industry trends, ideas on promising franchise opportunities, and advice on how to choose and run a franchise. The International Franchise Association website at http://www.franchise.org has links to Franchising World and other useful sites. (For other franchise-related sites, see the “Working the Net” questions.)
Concept Check
Describe franchising and the main parties to the transaction.
Summarize the major advantages and disadvantages of franchising.
Why has franchising proved so popular?
4.6Mergers and Acquisitions
Learning Objectives
Why are mergers and acquisitions important to a company’s overall growth?
A merger occurs when two or more firms combine to form one new company. For example, in 2016, Johnson Controls, a leading provider of building efficiency solutions, agreed to merge with Ireland’s Tyco International, a leading provider of fire and security solutions, resulting in a company that will be a leader in products, technologies, and integrated solutions for the building and energy sectors. The merger is valued at $30 billion, with new Johnson Controls PLC to be based in Ireland. Currently, Southern Health Systems, Oschner Health, and Rush Health Systems are expected to merge in 2022 and will bring new clinical services to Rush’s patients and a higher minimum wage to its employees. The merger follows a 2019 strategic partnership between Oschner Health and Rush Health Systems. The two organizations want to enhance quality and decrease costs while improving access to highly specialized care closer to home. Mergers such as this one, in a well-established industry, can produce winning results in terms of improved efficiency and cost savings.11
In an acquisition, a corporation or investor group finds a target company and negotiates with its board of directors to purchase it. In Verizon’s recent $4.5 billion acquisition of Yahoo, Verizon was the acquirer, and Yahoo the target company.12
Worldwide merger activity in the first quarter of 2022 was disappointing. There were 6,436 announced global combinations, totaling $989.4 billion, as of March 29, 2022. This compares to 9,022 announced global transactions, valued at $1.4 trillion, for the same period last year.13 We will discuss the increase in international mergers later in this chapter.
Types of Mergers
The three main types of mergers are horizontal, vertical, and conglomerate. In a horizontal merger, companies at the same stage in the same industry merge to reduce costs, expand product offerings, or reduce competition. Many of the largest mergers are horizontal mergers to achieve economies of scale. Its $1.25 billion acquisition of trucking company Overnite allowed UPS, the world’s largest shipping carrier, to step up expansion of its heavy freight–delivery business, thus expanding its product offerings.14
In a vertical merger, a company buys a firm in its same industry, often involved in an earlier or later stage of the production or sales process. Buying a supplier of raw materials, a distribution company, or a customer gives the acquiring firm more control. A good example of this is Google’s acquisition of Urchin Software Corp., a San Diego–based company that sells web analytics software and services that help companies track the effectiveness of their websites and online advertising. The move enables Google to bolster the software tools it provides to its advertisers.15
A conglomerate merger brings together companies in unrelated businesses to reduce risk. Combining companies whose products have different seasonal patterns or respond differently to business cycles can result in more stable sales. The Philip Morris Company, now called Altria Group, started out in the tobacco industry but diversified as early as the 1960s with the acquisition of Miller Brewing Company. It diversified into the food industry with its subsequent purchase of General Foods, Kraft Foods, and Nabisco, among others. Later spinning off many businesses, current product categories include cigarettes, smokeless tobacco such as Copenhagen and Skoal, cigars, e-vapor products such as MarkTen, and wines.
A specialized, financially motivated type of merger, the leveraged buyout (LBO) became popular in the 1980s but is less common today. LBOs are corporate takeovers financed by large amounts of borrowed money—as much as 90 percent of the purchase price. LBOs can be started by outside investors or the corporation’s management. For example, in early 2022 Elliott Investment Management and Vista Equity Partners agreed to acquire software maker Citrix Systems Inc. for $13 billion.16
Often a belief that a company is worth more than the value of all its stock is what drives an LBO. They buy the stock and take the company private, expecting to increase cash flow by improving operating efficiency or selling off units for cash to pay off debt. Although some LBOs do improve efficiency, many do not live up to investor expectations or generate enough cash to pay their debt.
Merger Motives
Although headlines tend to focus on mega-mergers, “merger mania” affects small companies too, and motives for mergers and acquisitions tend to be similar regardless of the company’s size. The goal is often strategic: to improve overall performance of the merged firms through cost savings, elimination of overlapping operations, improved purchasing power, increased market share, or reduced competition. Oracle Corp. paid $5.85 billion to acquire Siebel Systems, its largest competitor in the sales automation programs market.17
Company growth, broadening product lines, acquiring technology or management skills, and the ability to quickly acquire new markets are other motives for acquiring a company. Yahoo Inc.’s $1 billion cash purchase of a 40 percent stake in China’s biggest e-commerce firm, Alibaba.com, instantly strengthened its ties to the world’s second largest internet market.18
Purchasing a company can also offer a faster, less risky, less costly option than developing products or markets in-house or expanding internationally. Amazon’s 2017 purchase of Whole Foods Market, an upscale grocery chain, for $13.7 billion was a move to enter the retail grocery sector. In addition to the new product market, this move offers Amazon opportunity to sell Amazon tech products in the grocery stores as well as access to an entirely new set of data on consumers.19
Another motive for acquisitions is financial restructuring—cutting costs, selling off units, laying off employees, and refinancing the company to increase its value to stockholders. Financially motivated mergers are based not on the potential to achieve economies of scale, but rather on the acquirer’s belief that the target has hidden value to be unlocked through restructuring. Most financially motivated mergers involve larger companies. In January 2018, Brookfield Business Partners, a subsidiary of Canada’s Brookfield Asset Management, announced that it plans to acquire Westinghouse Electric Co LLC, the bankrupt nuclear services company owned by Toshiba Corp., for $4.6 billion. Brookfield has a history of turning around distressed businesses.20
Emerging Truths
Along with the technology boom of the late 1990s, merger activity also soared. Total annual transactions averaged $1.6 trillion a year. Companies were using their stock, which had been pushed to unrealistically high levels, to buy each other. When the technology bubble burst in 2000, the level of merger activity dropped as well. It fell even further after the United States was attacked on September 11, 2001. Then massive corporate wrongdoing began to surface. Stocks plummeted in reaction to these events, and merger transactions, which generally track stock market movements, fell as a result.
Merger and acquisition activity was historically high in 2021, topping $5 trillion for the first time ever. This stellar year was fueled by inexpensive financing and a booming stock market.21
Size is definitely an advantage when competing in the global marketplace, but bigger does not always mean better in the merger business. Study results show that heady mega-mergers can, in fact, be a bust for investors who own those shares. So companies are wise to consider their options before stuffing their dollars in the biggest merger slot machine they can find. In their eagerness to snare a deal, many buyers pay a premium that wipes out the merger’s entire potential economic gain. Often managers envision grand synergies that prove illusory or unworkable or buy a company that isn’t what it seems—not fully understanding what they are getting.
Integrating acquisitions is both an art and a science. Acquirers often underestimate the costs and logistical nightmare of consolidating the operations of merged companies with very different cultures. As a result, they may fail to keep key employees aboard, sales forces selling, and customers happy.
Companies will always continue to seek out acquisition candidates, but the fundamental business case for merging will have to be strong. So what should companies look for to identify mergers with a better-than-even chance of turning out well?
A purchase price that is low enough—a 10 percent premium over market as opposed to 50 percent—so the buyer doesn’t need heroic synergies to make the deal work.
A target that is significantly smaller than the buyer—and in a business the buyer understands. The more “transformational” the deal, such as entering a new business arena, the bigger the risk.
A buyer who pays in cash and not overinflated stock.
Evidence that the deal makes both business and financial sense and isn’t purely the brainchild of an empire-building CEO. Mergers are tough—culturally, commercially, and logistically. The most important quality a company can bring to a merger may be humility.
Concept Check
Differentiate between a merger and an acquisition.
What are the most common motives for corporate mergers and acquisitions?
Describe the different types of corporate mergers.
4.7Trends in Business Ownership
Learning Objectives
What current trends will affect the business organizations of the future?
As we learned earlier, an awareness of trends in the business environment is critical to business success. Many social, demographic, and economic factors affect how businesses organize. When reviewing options for starting or organizing a business or choosing a career path, consider the following trends.
“Baby Boomers” and “Millennials” Drive Franchise Trends
We all hear and read a great deal about the “graying of America,” which refers to the “baby boomer” generation heading toward retirement age. This unprecedented demographic phenomenon—in 2006, the first of 78 million members of the baby boomer generation turned 60—is driving the ongoing battle to stay young, slim, and healthy. Every day, 10,000 boomers are turning 65, and the trend is likely to continue until 2030. Boomers have transformed every life stage they’ve touched so far, and their demographic weight means that business opportunities are created wherever they go.
With their interest in staying fit, Boomers are contributing to the growth of fitness and weight-loss franchises. In just the past year, this category in Entrepreneur’s Franchise 500 has grown to over 50 franchisors. And according to the IHRSA, 52.9 million Americans belong to a health club—up from 39.4 million 10 years ago—so there are plenty of consumers feeding this growing trend.22
Another area of boomer-driven franchise growth is eldercare. Founded in 1994, Home Instead Senior Care is recognized as one of the world’s fastest growing franchise companies in the eldercare market, with a network of over 1,000 independently owned and operated franchises in 12 countries. And as the world’s population continues to age, the need for its unique services will continue to increase.
Home Instead Senior Care provides a meaningful solution for the elderly who prefer to remain at home. Compared with the annual cost for a nursing home placement ($72,000–$92,000), home care at around $45,000–$60,000 a year is somewhat more affordable. Elder quality of life is enhanced by Home Instead Senior Care’s part-time, full-time, and around-the-clock services, designed for people who are capable of managing their physical needs but require some assistance and supervision. Home Instead Senior Care provides meal preparation, companionship, light housekeeping, medication reminders, incidental transportation, and errands. These services make it possible for the elderly to remain in the familiar comfort of their own homes for a longer period of time.23
But the best deal yet may be adult day services, one of the fastest-growing franchises and “still one of the best-kept secrets around” according to Entrepreneur magazine. Based on the concept of day care services for children, Sarah Adult Day Services, Inc. offers a franchising opportunity that meets the two criteria for a successful and socially responsible business: a booming demographic market with great potential for growth, and excellent elder care. Programs such as SarahCare centers are highly affordable for its clients, costing around $17,900 a year. The SarahCare franchise allows entrepreneurs to become part of an expanding industry while restoring a sense of dignity and vibrancy to the lives of older adults.24
Millennials—individuals born between 1980 and 2000—are the largest living generation in the United States, according to Pew Research. Millennials spend more money in restaurants per capita than any previous generation. They have been recognized as changing the restaurant scene by looking for brands that offer customized food choices, quality ingredients, freshness, authenticity, transparency, and environmental and social responsibility. According to the U.S. Chamber of Commerce Foundation’s report, two out of three millennials are interested in entrepreneurship. According to Forbes magazine, 72 percent of millennials would like to be their own boss, 74 percent want flexible work schedules, and 88 percent want “work–life integration.” When it comes to owning a franchise, growth potential and meeting a flexible, fulfilling lifestyle are both something that attracts Millennials. A survey by the CT Corporation found that 60 percent of college graduates wanted to start a business after graduation, 67 percent lacked the know-how, 45 percent didn’t think they could come up with a name, and 30 percent were not knowledgeable about how to market the business. Franchising is the perfect solution to these issues. For example, Chicago area native and millennial Sal Rehman grew up working in his family’s diner. Sal had a dream of operating his own restaurant, and he decided to take the franchising path. In 2015, at the age of 27, Sal opened his first Wing Zone store in suburban Glendale Heights, Illinois. He currently owns five Wing Zones.25
Boomers Rewrite the Rules of Retirement
At age 64, Bob Drucker could be the poster child for retirement except that the concept makes him recoil. Drucker is living his dream. He and his wife have a large house on Long Island where Drucker kicks back by floating in his pool when he’s not spoiling his granddaughters with trips to Disneyland.
“The only way you can get me out of here is to carry me out,” Drucker says, referring to RxUSA, the online pharmacy he founded and runs in Port Washington, New York. “I love my work, and I cannot imagine sitting home and doing nothing.”
Drucker is not alone. Today’s boomers are working longer at their jobs and embracing postretirement second careers, which often means starting their own small business.26 As retirees opt to go into business for themselves, they are choosing different forms of business organizations depending on their needs and goals. Some may start small consulting businesses using the simple sole proprietorship form of business organization, while couples or friends might choose to become partners in a retail or franchise venture.
The more healthy and energetic the baby boomer generation remains, the more interested it is in staying active and engaged—and that may mean postponing retirement or not retiring at all. The annual retirement survey by Transamerica Center for Retirement Studies found that as this record number of Americans approaches retirement age, many are not slowing down. In fact, 51 percent of boomers plan to work in some capacity during their retirement years, and 82 percent indicated that they will not retire at or before age 65.27
Mergers and Foreign Investment Boom, Too
After shunning big deals for more than three years, corporate America has launched a new merger wave. In 2021, North American companies announced deals totaling $2.5 trillion. Many of these deals were large ones, with the largest deal, announced in 2021, being AT&T Inc.’s merger with Discovery Inc. for over $43 billion. In addition, foreign merger activity has reached a new high. Worldwide deal volume in 2021 was 62,193 transactions totaling $5.8 trillion. U.S. companies accounted for nearly half of the transactions. The increase is the result of improving economic growth, low interest rates, and a robust stock market.28
This current boom in mergers feels different from earlier merger mania, however. New players are entering the arena, and the number of U.S. and foreign companies making cross-border acquisitions has increased. Whether these new mergers will be good for the global economy remains to be seen. Transactions that lead to cost savings, streamlined operations, and more funding for research and capital investment in new facilities will have positive effects on profitability. Many deals, however, may fail to live up to the acquirers’ expectations.
Foreign investment in U.S. companies has also increased from 2020 to 2021. Annual foreign direct investment reached $323 billion in 2021, a 77% increase from the previous year.29 The jump is the result of the end of the COVID-19 pandemic, a worldwide boom in mergers and acquisitions, and the need to finance America’s growing trade deficit, and the continued attraction of the U.S. economy to investors worldwide.
And what about American investment in foreign economies? It is skyrocketing as U.S. businesses seek out opportunities in developing countries. According to the Bureau of Economic Analysis, the outflows from the United States into foreign countries now exceed $6.14 trillion a year.30 In addition to the attraction of cheap labor and resources, U.S. companies of all sizes continue to tap the intellectual capital of developing economies such as China and India, outsourcing such functions as payroll, information technology (IT), web/ email hosting, customer relationship management (CRM), and human resources (HR) to keep costs under control and enhance profitability.
Concept Check
What are some of the demographic trends currently impacting American business?
As a prospective business owner, what could you do to capitalize on these trends?
What other economic trends are influencing today’s business organizations?
Key Terms
acquisition
The purchase of a target company by another corporation or by an investor group typically negotiated with the target company board of directors.
board of directors
A group of people elected by the stockholders to handle the overall management of a corporation, such as setting major corporate goals and policies, hiring corporate officers, and overseeing the firm’s operations and finances.
buyer cooperative
A group of cooperative members who unite for combined purchasing power.
C corporation
A conventional or basic form of corporate organization.
conglomerate merger
A merger of companies in unrelated businesses; done to reduce risk.
cooperative
A legal entity typically formed by people with similar interests, such as suppliers or customers, to reduce costs and gain economic power. A cooperative has limited liability, an unlimited life span, an elected board of directors, and an administrative staff; all profits are distributed to the member-owners in proportion to their contributions.
corporation
A legal entity with an existence and life separate from its owners, who are not personally liable for the entity’s debts. A corporation is chartered by the state in which it is formed and can own property, enter into contracts, sue and be sued, and engage in business operations under the terms of its charter.
franchise agreement
A contract setting out the terms of a franchising arrangement, including the rules for running the franchise, the services provided by the franchisor, and the financial terms. Under the contract, the franchisee is allowed to use the franchisor’s business name, trademark, and logo.
franchisee
In a franchising arrangement, the individual or company that sells the goods or services of the franchisor in a certain geographic area.
franchising
A form of business organization based on a business arrangement between a franchisor, which supplies the product or service concept, and the franchisee, who sells the goods or services of the franchisor in a certain geographic area.
franchisor
In a franchising arrangement, the company that supplies the product or service concept to the franchisee.
general partners
Partners who have unlimited liability for all of the firm’s business obligations and who control its operations.
general partnership
A partnership in which all partners share in the management and profits. Each partner can act on behalf of the firm and has unlimited liability for all its business obligations.
horizontal merger
A merger of companies at the same stage in the same industry; done to reduce costs, expand product offerings, or reduce competition.
joint venture
Two or more companies that form an alliance to pursue a specific project, usually for a specified time period.
leveraged buyout (LBO)
A corporate takeover financed by large amounts of borrowed money; can be started by outside investors or the corporation’s management.
limited liability company (LLC)
A hybrid organization that offers the same liability protection as a corporation but may be taxed as either a partnership or a corporation.
limited partners
Partners whose liability for the firm’s business obligations is limited to the amount of their investment. They help to finance the business but do not participate in the firm’s operations.
limited partnership
A partnership with one or more general partners, who have unlimited liability, and one or more limited partners, whose liability is limited to the amount of their investment in the company.
merger
The combination of two or more firms to form one new company.
partnership
An association of two or more individuals who agree to operate a business together for profit.
S corporation
A hybrid entity that is organized like a corporation, with stockholders, directors, and officers, but taxed like a partnership, with income and losses flowing through to the stockholders and taxed as their personal income.
seller cooperative
Individual producers who join together to compete more effectively with large producers.
sole proprietorship
A business that is established, owned, operated, and often financed by one person.
stockholders (or shareholders)
The owners of a corporation who hold shares of stock that carry certain rights.
vertical merger
A merger of companies at different stages in the same industry; done to gain control over supplies of resources or to gain access to different markets.
Summary of Learning Outcomes
4.1Going It Alone: Sole Proprietorships
What are the advantages and disadvantages of the sole proprietorship form of business organization?
The advantages of sole proprietorships include ease and low cost of formation, the owner’s rights to all profits, the owner’s control of the business, relative freedom from government regulation, absence of special taxes, and ease of dissolution. Disadvantages include the owner’s unlimited liability for debts and personal absorption of all losses, difficulty in raising capital, limited managerial expertise, difficulty in finding qualified employees, large personal time commitment, and unstable business life.
4.2Partnerships: Sharing the Load
What are the advantages of operating as a partnership, and what downsides or risks should partners consider?
The advantages of partnerships include ease of formation, availability of capital, diversity of managerial skills and expertise, flexibility to respond to changing business conditions, no special taxes, and relative freedom from government control. Disadvantages include unlimited liability for general partners, potential for conflict between partners, sharing of profits, and difficulty exiting or dissolving the partnership. Partnerships can be formed as either general or limited partnerships. In a general partnership, the operations of the business are controlled by one or more general partners with unlimited liability. The partners co-own the assets and share the profits. Each partner is individually liable for all debts and contracts of the partnership. In a limited partnership, the limited partners are financial partners whose liability is limited to their investment; they do not participate in the firm’s operations.
4.3Corporations: Limiting Your Liability
How does the corporate structure provide advantages and disadvantages to a company, and what are the major types of corporations?
A corporation is a legal entity chartered by a state. Its organizational structure includes stockholders who own the corporation, a board of directors elected by the stockholders to govern the firm, and officers who carry out the goals and policies set by the board. Stockholders can sell or transfer their shares at any time and are entitled to receive profits in the form of dividends. Advantages of corporations include limited liability, ease of transferring ownership, unlimited life tax deductions, and the ability to attract financing. Disadvantages include double taxation of profits, the cost and complexity of formation, and government restrictions.
4.4Specialized Forms of Business Organization
What other options for business organization does a company have in addition to sole proprietorships, partnerships, and corporations?
Businesses can also organize as limited liability companies, cooperatives, joint ventures, and franchises. A limited liability company (LLC) provides limited liability for its owners but is taxed like a partnership. These two features make it an attractive form of business organization for many small firms. Cooperatives are collectively owned by individuals or businesses with similar interests that combine to achieve more economic power. Cooperatives distribute all profits to their members. Two types of cooperatives are buyer and seller cooperatives. A joint venture is an alliance of two or more companies formed to undertake a special project. Joint ventures can be set up in various ways, through partnerships or special-purpose corporations. By sharing management expertise, technology, products, and financial and operational resources, companies can reduce the risk of new enterprises.
4.5Franchising: A Popular Trend
What makes franchising an appropriate form of organization for some types of business, and why does it continue to grow in importance?
Franchising is one of the fastest-growing forms of business ownership. It involves an agreement between a franchisor, the supplier of goods or services, and a franchisee, an individual or company that buys the right to sell the franchisor’s products in a specific area. With a franchise, the business owner does not have to start from scratch but buys a business concept with a proven product or service and operating methods. The franchisor provides use of a recognized brand-name product and operating concept, as well as management training and financial assistance. Franchises can be costly to start, and operating freedom is restricted because the franchisee must conform to the franchisor’s standard procedures. The growth in franchising is attributed to its ability to expand business operations quickly into new geographic areas with limited capital investment.
4.6Mergers and Acquisitions
Why are mergers and acquisitions important to a company’s overall growth?
In a merger, two companies combine to form one company. In an acquisition, one company or investor group buys another. Companies merge for strategic reasons to improve overall performance of the merged firm through cost savings, eliminating overlapping operations, improving purchasing power, increasing market share, or reducing competition. Desired company growth, broadened product lines, and the rapid acquisition of new markets, technology, or management skills are other motives. Another motive for merging is financial restructuring—cutting costs, selling off units, laying off employees, and refinancing the company to increase its value to stockholders.
There are three types of mergers. In a horizontal merger, companies at the same stage in the same industry combine for more economic power, to diversify, or to win greater market share. A vertical merger involves the acquisition of a firm that serves an earlier or later stage of the production or sales process, such as a supplier or sales outlet. In a conglomerate merger, unrelated businesses come together to reduce risk through diversification.
4.7Trends in Business Ownership
What current trends will affect the business organizations of the future?
Americans are getting older but continue to open new businesses, from sole proprietorships to partnerships, corporations to franchise operations. The service sector is booming in efforts to meet the demand for fitness, health, and eldercare.
Other key trends include an escalation of worldwide foreign investment through the number of mergers taking place. All forms of business organization can benefit from outsourcing, tapping into the intellectual capital of developing countries.
Preparing for Tomorrow’s Workplace Skills
Suppose you are considering two job offers for a computer programming position, one at a two-year-old consulting firm with 10 employees owned by a sole proprietor and one at a publicly traded software developer with sales of $500 million. In addition to comparing the specific job responsibilities, consider the following:
Which company offers better training? Do you prefer the on-the-job training you’ll get at the small company, or do you want formal training programs as well?
Which position offers the chance to work on a variety of assignments?
What are the opportunities for advancement? Employee benefits?
What happens if the owner of the young company gets sick or decides to sell the company?
Which company offers a better working environment for you?
Answering these and similar questions will help you decide which job meets your particular needs. (Resources, Information)
Before starting your own company, you should know the legal requirements in your area. Call the appropriate city or county departments, such as licensing, health, and zoning, to find out what licenses and permits you need and any other requirements you must meet. Do the requirements vary depending on the type of company? Are there restrictions on starting a home-based business? Contact your secretary of state or other agency that handles corporations to get information on how to incorporate. (Information)
Bridget Jones wants to open her own business selling her handmade chocolates over the internet. Although she has some money saved and could start the business on her own, she is concerned about her lack of bookkeeping and management experience. A friend mentions they knows an experienced businessperson seeking involvement with a start-up company. As Bridget’s business consultant, prepare recommendations for Bridget regarding an appropriate form of business organization, outlining the issues she should consider and the risks involved, supported by reasons for your suggestions. (Interpersonal, Information)
You and a partner co-own Swim-Clean, a successful pool supply and cleaning service. Because sales have tapered off, you want to expand your operations to another town 10 miles away. Given the high costs of expanding, you decide to sell Swim-Clean franchises. The idea takes off, and soon you have 25 units throughout the region. Your success results in an invitation to speak at a local Rotary Club luncheon. Prepare a brief presentation describing how you evaluated the benefits and risks of becoming a franchisor, the problems you encountered, and how you established good working relationships with your franchisees. (Information)
Do you have what it takes to be a successful franchisee? Start by making a list of your interests and skills, and do a self-assessment using some of the suggestions in this chapter. Next you need to narrow the field of thousands of different franchise systems. At Franchise Handbook Online (http://www.franchisehandbook.com), you’ll find articles with checklists to help you thoroughly research a franchise and its industry, as well as a directory of franchise opportunities. Armed with this information, develop a questionnaire to evaluate a prospective franchise. (Resources, Interpersonal, Information)
Find news of a recent merger using an online search or a business periodical such as Bloomberg Businessweek, Fortune, or TheWall Street Journal. Research the merger using a variety of sources, including the company’s website and news articles. Discover the motives behind the merger, the problems facing the new entity, and the company’s progress toward achieving its objectives. (Information)
Team Activity: After pulling one too many all-nighters, you realize your college needs an on-campus coffee/food delivery service and decide this might be a good business opportunity for you and some friends. Split the class into small groups. Start by outlining the management, technical, and financial resources that are needed to start this company. Then evaluate what resources your group brings to the table and what you will need from partners. Using Exhibit 4.3 as a guide, develop a list of questions for potential partners. After each group presents its findings to the class, it should pair up with another group that seems to offer additional resources. Interview the other group’s members using your questions to decide if the teams could work together and if you would proceed with this venture. (Resources, Interpersonal)
Ethics Activity
After seeing a Quiznos franchise recruitment infomercial to recruit franchisees, you are tempted to apply to open your own Quiznos sub shop. However, your research on the company turns up some disturbing information. Many current franchisees are unhappy with the company’s management and practices, among them excessive food costs, lack of promised support, and selling new franchise locations that are too close to existing stores. A group of New Jersey franchisees sued Quiznos for selling them franchises but not providing locations 18 months after taking their franchise fees. Some franchise owners question Quiznos’s purchasing tactics, choosing food and beverage suppliers based on the referral fees it receives instead of the lowest-cost provider. Other franchisees have suffered major financial losses.
Quiznos, which owned or operated more than 5,000 sub shops at one time and now has fewer than 1,500 locations worldwide with fewer than 900 in the United States, disputes the various claims. The president of the company points out that in a franchise operation, there will always be unhappy franchisees and those who can’t make a success of their units. Besides, Quiznos’s franchise offering materials clearly state that the company may open stores in any locations it selects.
Using a web search tool, locate articles about this topic, and then write responses to the following questions. Be sure to support your arguments and cite your sources.
Ethical Dilemma: What are Quiznos’s obligations to its franchisees? Is it ethical for the company to open new franchises very close to existing units and to choose vendors based on fees to the parent company rather than the cost to franchisees?
Sources: The Franchise King, “What Happened to Quiznos?” https://www.thefranchiseking.com, accessed September 14, 2017; Karsten Strauss, “Is Quiznos Toast?” Forbes, https://www.forbes.com, June 17, 2015; Venessa Wong, “Can Quiznos Be Saved?” BuzzFeed News, https://www.buzzfeed.com, December 8, 2015; Kristi Arellano, “Quiznos’ Success Not without Problems,” Denver Post, June 19, 2005, p. K1; Dina Berta, “Quiznos Denies Franchisees’ Charges of Cost Gouging, Encroachment Problems,” Nation’s Restaurant News, June 20, 2005, P. 1+; “Quiznos Denies Fraud Suit Charges by 17 Franchisees,” Nation’s Restaurant News, May 16, 2005, p. 102.
Working the Net
Consult Entrepreneur at http://www.entrepreneur.com. Search for “business legal structures” to read articles about S corporations and LLCs. If you were starting a company, which would you choose and why?
Research how to form a corporation and LLC in your state using search engines to find relevant sites. Here are two to get you started: http://www.incorporate.com and http://www.usa-corporate.com. Find out what steps are necessary to set up a corporation in your state. How do the fees compare with other states? If you were incorporating a business, what state would you choose and why?
The Federal Trade Commission is the government agency that monitors and regulates franchises. Visit the FTC site (http://www.ftc.gov), and explore the links to its resources on franchising, including details on the legal responsibilities of franchisors and franchisees. What kinds of problems should a prospective franchisee look out for when considering a franchise? What kinds of scams are typical in the franchise industry?
Select three franchises that interest you. Research them at sites such as the Franchise Handbook Online (http://www.franchisehandbook.com), Entrepreneur magazine’s Franchise 500 (http://www.entrepreneur.com), and Be the Boss (www.betheboss.com). Prepare a chart comparing your selections, including history, number and location of units, financial requirements (initial franchise fee, other start-up costs, royalty and advertising fees), and any other information that would help you evaluate the franchises.
Inc. magazine (http://www.inc.com) has many franchising articles in its section on Startup. It offers insights into how franchisors and franchisees can better manage their businesses. Using the site’s resources, discuss ways the owner of a franchise can motivate employees. What specific revenue items and expenses should you monitor daily in a franchise restaurant business to ensure that you are profitable?
Critical Thinking Case
I’m an Owner of a Professional Sports Team!
Many of the richest individuals have added professional sports teams to their ownership portfolios. Paul Allen owns the Seattle Seahawks after founding Microsoft, and another Microsoft alumnus, Steve Balmer, now owns the Los Angeles Clippers. They, like most other owners of sports teams, including Shahid Khan (Jacksonville Jaguars), Jerry Jones (Dallas Cowboys), the Ricketts family (Chicago Cubs of Major League Baseball), and Geoff Molson (Montreal Canadiens of the National Hockey League), all have corporate structures that operate as for-profit organizations. There is one exception to the corporate structure, however.
The Green Bay Packers are unique among North American sports teams in that they are a community-owned not-for-profit. They do have shareholders, but the shareholders have limited rights and most shares are bought so that fans can claim ownership and use the stock certificate as a piece of pride of ownership in a unique community treasure. The shares do not pay dividends, and any proceeds from any possible sale or liquidation of the team go to a charity, not the shareholders. This system, plus transfer restrictions and a cap on the number of shares that any single individual can own, ensures that the team remains in public hands and will never leave the city of Green Bay.
Every shareholder in the Green Bay Packers received a ballot for electing the team’s board of directors, who then select an executive committee of seven individuals who will meet with chief executive officer Mark Murphy, a former NFL player who also served as the athletic director at Northwestern University prior to joining the Packers. Murphy is charged with hiring other leadership positions, such as the general manager, who then hires the head coach, who is charged with hiring the assistant coaches.
So, what are the negatives to what seems like a perfect organizational structure? Many owners in other cities are able to price their tickets to the market and also able to create revenue streams from corporate advertising in the stadium as well as stadium-naming rights. The Packers have some of the lowest-priced tickets in the league despite 80,000 requests on their season ticket waiting list. Also, teams in other cities can negotiate with city, county, and other government agencies for subsidies and tax breaks for building new stadiums and use the threat of a move to another city as a bargaining chip. For instance, the St. Louis Rams and San Diego Chargers recently moved to Los Angeles, while the Oakland Raiders will soon call Las Vegas home.
Another potential drawback is that the organizational structure of the Packers restricts the ability to make organizational changes such as changing the general manager or head coach quickly if things are going badly. Luckily for the Packers, this has not been much of a problem lately, having had success with star quarterbacks such as Brett Favre and Aaron Rodgers!
Critical Thinking Questions
Is the not-for-profit form of business organization appropriate for the Green Bay Packers? Why or why not?
Why has this form of ownership not been replicated in other cities?
What are the limitations and constraints that this form of business has on the operations of the Green Bay Packers?
Sources: “Ted Thompson Has No Obligation to Communicate,” Total Packers, https://www.totalpackers.com, August 8, 2017; Green Bay Packers website, “Packers Hall of Fame to Host Shareholders: A Story of Resilience, Community and Pride,” http://www.packers.com, June 23, 2017; Mike Florio, “Packers Ownership Structure Works Well, Until It Doesn’t,” NBC Sports, http://profootballtalk.nbcsports.com, November 26, 2016; “Green Bay Packers Shareholder on What It’s Like to Own an NFL Team,” Sporting News, http://www.sportingnews.com, September 30, 2014; Ken Reed, “Green Bay Packers’ Ownership Structure Remains Ideal,” League of Fans, http://www.leagueoffans, April 6, 2012; Karl Taro Greenfeld, “The Green Bay Packers Have the Best Owners in Sports,” Bloomberg Businessweek, https://www.bloomberg.com, October 20, 2011.
Hot Links Address Book
Which Fortune 500 company had the biggest revenue increase? The highest profits? The highest return to investors? What is the largest entertainment company? Get all the details on U.S. companies at http://www.fortune.com/fortune500.
Confused about the differences between regular corporations, S corporations, and LLCs? Compare these three business structures at http://www.4inc.com.
Did you know U.S. cooperatives serve some 120 million members, or 4 in 10 Americans? For more co-op statistics, check the National Cooperative Business Association website at http://www.ncba.coop/.
Combine your sweet tooth with your good business sense by owning a candy franchise. Indulge yourself by finding out the requirements for owning a Rocky Mountain Chocolate Factory franchise at http://www.rmcf.com.
Want to know what’s hot and what’s not in franchising? Improve your chances for success at http://www.entrepreneur.com/franchises.
Let’s Test Your Knowledge
"Fortune 500 Companies 2021," Fortune, http://www.fortune.com, accessed 5/11/2022; "Inside The Global 2000: The Value Of The World’s Largest Public Companies Soars, As Sales And Profits Falter," Forbes, www.forbes.com, accessed 5/11/2022; ↵
"Facts and Figures," https://www.ica.coop/en/cooperatives/facts-and-figures, accessed on 5/11/2022., ↵
"Ace Hardware Reports Fourth Quarter And Full Year 2021 Results," https://newsroom.acehardware.com/ace-hardware-reports-fourth-quarter-and-full-year-2021-results/, accessed 5/22/2022. ↵
“2022 New Franchises,” Entrepreneur, https://www.entreneur.com, accessed May 11, 2022; “2022 Fastest Growing Franchises,” Franchise Gator, https://www.franchisegator.com, accessed May 11, 2022; ↵