Mba1034 cg law ethics week 11 business ownership 2013
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BUSINESS OWNERSHIP :SOLE PROPRIETOR, PARTNERSHIPS AND
CORPORATIONS
Stephen Ong, BSc(Hons) Econs (LSE), MBA International Business(Bradford)
Visiting Fellow, Birmingham City UniversityVisiting Professor, Shenzhen University
MBA1034 GOVERNANCE, LAW & ETHICS
• Discussion: Auditor Independence
1
• Sole Proprietorship, Partnership, & Corporations
2
• Case Discussion : Premier Oil3
Today’s Overview
1. Open Discussion
• Rocco R. Vanasco, (1996),"Auditor independence: an international perspective", Managerial Auditing Journal, Vol. 11 No.: 9 pp. 4- 48
Overview• Introduction to business ownership• Sole proprietorship• Partnership• Corporations• Corporations and the Sarbanes-
Oxley Act• Other Forms of ownership
2. FORMS
OF BUSINESS OWNERSHIP
Choosing a Form of Ownership• There is no one “best” form of
ownership.• The best form of ownership depends on
an entrepreneur’s particular situation.• Key: Understanding the characteristics
of each form of ownership and how well they match an entrepreneur’s business and personal circumstances.
Factors Affecting the Choice• Tax considerations• Liability exposure• Start-up and future capital
requirements• Control• Managerial ability• Business goals• Management succession plans• Cost of formation
Major Forms of Ownership
• Sole Proprietorship• Partnership• Corporation• S Corporation• Limited Liability Company• Joint Venture
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FIGURE 1 (A) Forms of Business Ownership – Percentage of Business
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FIGURE 1 (B)
Forms of Business Ownership - Percentage of Sales
FIGURE1 (C)
Forms of Business Ownership - Percentage of Profit
2.1 SOLE
PROPRIETORSHIP
Entrepreneurship
• Entrepreneur: A person who forms and operates a new business either by himself or herself or with others
• Sole proprietorship: A form of business in which the owner is actually the business– The business is not a separate legal entity– Sole proprietor: The owner of a sole
proprietorship
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Creation of a Sole Proprietorship
• No federal or state government approval is required
• D.b.a. (doing business as): A designation for a business that is operating under a trade name
• Fictitious business name statement (certificate of trade name)– A document that is filed with the state that
designates:• A trade name of a business• The name and address of the applicant• The address of the business
Advantages of the Sole Proprietorship• Simple to create• Least costly form to begin• Profit incentive• Total decision making authority• No special legal restrictions• Easy to discontinue
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Disadvantages of the Sole Proprietorship
• Unlimited personal liability• Limited skills and capabilities• Feelings of isolation• Limited access to capital• Lack of continuity of the
business
Liability Features of the Basic Forms of Ownership
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Sole Proprietorship
Claims of Sole Proprietor’s CreditorsClaims of Sole Proprietor’s Creditors
Sole Proprietor’s Personal Assets
Sole Proprietor’s Personal Assets
Personal Liability of a Sole Proprietor
• Unlimited personal liability: The personal liability of a sole proprietor for the debts and obligations of a sole proprietorship
• Taxation of a sole proprietorship– A sole proprietorship does not pay taxes at
the business level– A sole proprietor has to file tax returns and
pay taxes to state and federal governments
Exhibit 1 - Sole Proprietorship
2.2 PARTNERSHIP
Partnership
• An association of two or more people who co-own a business for the purpose of making a profit.
• Always wise to create a partnership agreement.
• The best partnerships are built on trust and respect.
Advantages of the Partnership
• Easy to establish• Complementary skills of partners• Division of profits• Larger pool of capital• Ability to attract limited partners
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Types of Partners• General partners
– Take an active role in managing a business.– Have unlimited liability for the partnership’s
debts.– Every partnership must have at least one
general partner.• Limited partners
– Cannot participate in the day-to-day management of a company.
– Have limited liability for the partnership’s debts.
Advantages of the Partnership• Easy to establish• Complementary skills of partners• Division of profits• Larger pool of capital• Ability to attract limited partners• Minimal government regulation• Flexibility• Taxation
Disadvantages of the Partnership• Unlimited liability of at least one
partner
Liability Features of the Basic Forms of Ownership
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Partnership
Claims of Partnership’s CreditorsClaims of Partnership’s Creditors
Partnership’s Assets
Partnership’s Assets
GeneralPartner’sPersonal
Assets
GeneralPartner’sPersonal
Assets
GeneralPartner’sPersonalAssets
GeneralPartner’sPersonalAssets
Disadvantages of the Partnership• Unlimited liability of at least one partner• Capital accumulation• Difficulty in disposing of partnership
interest without dissolving the partnership
• Lack of continuity• Potential for personality and authority
conflicts• Partners bound by law of agency
Limited Partnership
• A partnership composed of at least one general partner and one or more limited partners.
• A general partner in this partnership is treated exactly as in a general partnership.
• A limited partner has limited liability and is treated as an investor in the business.
General Partnership• An association of two or more persons to
carry on as co-owners of a business for profit [UPA Section 6(1)]– General partners (partners): Persons liable
for the debts and obligations of a general partnership
• Uniform Partnership Act (UPA): A model act that codifies partnership law– Most states have adopted the UPA in whole
or in part
Formation of a General Partnership• To qualify as a general partnership
under the UPA a business must be–An association of two or more
persons–Carrying on a business–As co-owners–For profit
Exhibit 2 - General Partnership
Name of a General Partnership
• A general partnership must file a fictitious business name statement with the appropriate government agency to operate under a trade name
• General partnership agreement–A written agreement that partners
sign to form a general partnership
Taxation of General Partnerships• Flow-through taxation
– The income and losses of partnership flow onto and have to be reported on the individual partners’ personal income tax returns
• Right to participate in management– Each partner has a right to participate in the
management of a partnership and has an equal vote on partnership matters• Unless otherwise agreed
Right to Share in Profits The right to share in the earnings from the
investment of capital Unless otherwise agreed
Right to an accounting Action for an accounting: A formal judicial
proceeding in which the court is authorised to Review the partnership and the partners’
transactions Award each partner his or her share of the
partnership assets
Tort Liability of General Partners• Unlimited personal liability of a general
partner– A general partner’s personal liability for the debts
and obligations of the general partnership• Joint and several liability: Tort liability of
partners together and individually– A plaintiff can sue one or more partners separately– If successful, the plaintiff can recover the entire
amount of the judgment from any or all of the defendant-partners who have been found liable
Contract Liability of General Partners
• General partners have unlimited personal liability for contracts of the partnership
• Under the UPA– General partners have joint liability for the
contracts and debts of the partnership– Joint liability: Liability of partners for contracts
and debts of the partnership• A plaintiff must name the partnership and all of the
partners as defendants in a lawsuit
Liability of Incoming General Partners
• A new partner who is admitted to a general partnership is –Liable for the existing debts and
obligations of the partnership only to the extent of his or her capital contribution
–Personally liable for debts and obligations incurred by the general partnership after becoming a partner
Dissolution of a General Partnership
• The change in the relationship of partners in a partnership caused by any partner ceasing to be associated in the carrying on of the business [UPA Section 29]
• Winding up: Liquidating a partnership’s assets and distributing the proceeds to satisfy claims against the partnership
Wrongful Dissolution
• A situation in which a partner withdraws from a partnership without having the right to do so at that time– The partner is liable for damages caused by the
wrongful dissolution of the partnership• Upon dissolution the debts are satisfied in the
following order [UPA Section 40(b)]• Creditors (except partners who are creditors)• Creditor-partners• Capital contributions• Profits
Continuation of a General Partnership After Dissolution• The surviving, or remaining,
partners have the right to continue a partnership after its dissolution–Continuation agreement – Expressly
sets forth:• The events that allow for continuation of
the partnership• The amount to be paid outgoing
partners and other details
Right of Survivorship• A rule which provides that upon the death of a
general partner:– The deceased partner’s right in specific partnership
property vests in the remaining partner or partners• The value of the deceased general partner’s interest in
the partnership passes to his or her beneficiaries or heirs
• Liability of outgoing partners– Personally liable for debts and obligations that exist
at the time of dissolution– Not liable for any new debts and obligations incurred
after the dissolution
Exhibit 3 - Limited Partnership
Uniform Limited Partnership Act• Contains a uniform set of provisions
for the formation, operation, and dissolution of limited partnerships
• Revised Uniform Limited Partnership Act (RULPA)–Provides a more modern,
comprehensive law for the formation, operation, and dissolution of limited partnerships
Formation of a Limited Partnership
• Certificate of limited partnership: A document that two or more persons must execute and sign that makes a limited partnership legal and binding– Under RULPA, two or more persons must execute
and sign the certificate– The certificate of limited partnership must be filed
with• The secretary of state of the appropriate state• The county recorder in the county or counties in which
the limited partnership carries on business, if required by state law
Defective Formation• Incorrect creation of a limited
partnership that occurs when:–A certificate of limited partnership is not
properly filed–There are defects in a certificate that is
filed–Some other statutory requirement for the
creation of a limited partnership is not met
Limited Partnership Agreement
• A document that sets forth:–The rights and duties of
general and limited partners–The terms and conditions
regarding the operation, termination, and dissolution of a partnership, and so on
Liability of General and Limited Partners
• Unlimited liability of general partners– The unlimited personal liability of general partners
of a limited partnership for the debts and obligations of the general partnership
• Limited liability of limited partners– The limited liability of limited partners of a limited
partnership only up to their capital contributions to the limited partnership
– Limited partners are not personally liable for the debts and obligations of the limited partnership
Personal Guarantee
• A creditor may require a limited partner to personally guarantee the repayment of a loan in order to extend credit to the limited partnership– If the limited partnership defaults on the loan:
• The creditor may enforce the personal guarantee and recover payment from the limited partner who personally guaranteed the repayment of the loan
Management of a Limited Partnership
• Under the RULPA– A limited partner is liable as a general partner if his
or her participation in the control of the business is substantially the same as that of a general partner
– The limited partner is liable only to persons who reasonably believed him or her to be a general partner
– New Section 303 of the RULPA permits limited partners to participate in the management of a limited partnership without losing their limited liability shield
Dissolution of a Limited Partnership
• A certificate of cancellation must be filed by the limited partnership with the secretary of state of the state in which the limited partnership is organized
• Distribution of assets of a limited partnership– Creditors of the limited partnership, including partners
who are creditors (except for liabilities for distributions)– Partners with respect to:
• Unpaid distributions• Capital contributions• The remainder of the proceeds
2.3CORPORATION
Corporation• A separate legal entity from its owners.• Types of corporations:
– Domestic – a corporation doing business in the state in which it is incorporated.
– Foreign – a corporation doing business in a state other than the state in which it is incorporated.
– Alien – a corporation formed in another country but doing business in the United States.
CorporationTypes of corporations:• Publicly held – a corporation that has a
large number of shareholders and whose stock usually is traded on one of the large stock exchanges.
• Closely held – a corporation in which shares are controlled by a relatively small number of people, often family members, relatives, or friends.
Advantages of the Corporation
• Limited liability of stockholders
Liability Features of the Basic Forms of Ownership
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Corporation
Claims of Corporation’s CreditorsClaims of Corporation’s Creditors
Corporation’s Assets
Corporation’s Assets
Shareholder’sPersonal AssetsShareholder’s
Personal AssetsShareholder’s
Personal AssetsShareholder’s
Personal Assets
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Advantages of the Corporation
• Limited liability of stockholders• Ability to attract capital• Ability to continue indefinitely• Transferable ownership
Disadvantages of the Corporation
• Cost and time of incorporation process• Double taxation• Potential for diminished managerial
incentives• Legal requirements and regulatory “red
tape”• Potential loss of control by founder(s)
S Corporation• No different from any other corporation
from a legal perspective.• An S corporation is taxed like a
partnership, passing all of its profits (or losses) through to individual shareholders.
• To elect “S” status, all shareholders must consent, and the corporation must file with the IRS within the first 75 days of its tax year.
Liability Features of the Basic Forms of Ownership
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S-CorporationClaims of S-Corporation’s CreditorsClaims of S-Corporation’s Creditors
S-Corporation’s Assets
S-Corporation’s Assets
Shareholder’sPersonal AssetsShareholder’s
Personal AssetsShareholder’s
Personal AssetsShareholder’s
Personal Assets
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Limited Liability Company (LLC)
• Resembles an S Corporation but is not subject to the same restrictions.
• Two documents required: –Articles of organization–Operating agreement
Limited Liability Company (LLC)
An LLC cannot have more than two of these four corporate characteristics:1. Limited liability2. Continuity of life3. Free transferability of interest4. Centralized management
Limited Liability Company (LLC)
• An unincorporated business– Combines the most favorable attributes of
general partnerships, limited partnerships, and corporations
• An LLC is a separate legal entity (or legal person) distinct from its members
• Member: An owner of an LLC– Some states refer to members as shareholders
Uniform Limited Liability Company Act (ULLCA)
• A model act that provides comprehensive and uniform laws for the formation, operation, and dissolution of LLCs
• Revised Uniform Limited Liability Company Act (RULLCA): A revision of the ULLCA – Provides comprehensive and uniform laws for the
formation, operation, and dissolution of LLCs
Taxation of LLCs
• An LLC’s income or losses flow through to the members’ individual income tax returns– This avoids double taxation
• Formation of an LLC– An LLC may be organized by one or more persons– It can be organized in only one state– The name of the LLC must contain the words
limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC.
Articles of Organization
• The formal documents that must be filed at the secretary of state’s office of the state of organization of an LLC in order to form the LLC–The LLC is a domestic LLC in the state
in which it is organized–The LLC foreign LLC in any state in
which it wants to conduct business
Operating Agreement• An agreement entered into among
members that governs the affairs and business of the LLC and the relationships among members, managers, and the LLC– Certificate of interest: A document that
evidences a member’s ownership interest in an LLC
– The ULLCA mandates that a member has the right to an equal share in the LLC’s profits• Unless otherwise agreed
Distributional Interest• A member’s ownership interest in an LLC
– Entitles the member to receive distributions of money and property from the LLC
• Liability LLC members– The liability of LLC members for the LLC’s debts,
obligations, and liabilities, which is limited to the extent of their capital contributions
– Members of LLCs are not personally liable for the LLC’s debts, obligations, and liabilities
Liability Features of the Basic Forms of Ownership
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Limited Liability Company - LLC
Claims of LLC’s CreditorsClaims of LLC’s Creditors
LLC’s AssetsLLC’s Assets
Member’sPersonal Assets
Member’sPersonal Assets
Member’sPersonal Assets
Member’sPersonal Assets
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Exhibit 4 - Limited Liability Company (LLC)
Liability of Managers• Managers of LLCs are not personally liable for
the debts, obligations, and liabilities of the LLC they manage [ULLCA Section 303(a)]
• Liability of a member tortfeasor– Tortfeasor: A person who intentionally or
unintentionally (negligently) causes injury or death to another person
– A tortfeasor is liable to persons he or she injures and to the heirs of persons who die because of his or her conduct
Management of An LLCType of LLC Description
Member-managed LLC
The members do not designate managers to manage the LLC. The LLC is managed by its members.
Manager-managed LLC
The members designate certain members or nonmembers to manage the LLC. The LLC is managed by the designated managers; nonmanager members have no right to manage the LLC.
Agency Authority to Bind an LLC to ContractsType of LLC Agency Authority
Member-managed LLC
All members have agency authority to bind the LLC to contracts.
Manager-managed LLC
The managers have authority to bind the LLC to contracts; the nonmanager members cannot bind the LLC to contracts.
Duty of Loyalty• A duty owed by a member of a member-managed
LLC and a manager of a manager-managed LLC:– To be honest in his or her dealings with the LLC– To not act adversely to the interests of the LLC
• No fiduciary duty– A member of a manager-managed LLC who is not a
manager: • Owes no fiduciary duty of loyalty or care to the LLC or
its other members
Nature of the Corporation
• A fictitious legal entity that is created according to statutory requirements
• Corporation codes: State statutes that regulate the formation, operation, and dissolution of corporations
Nature of the Corporation• Characteristics of a corporation:
– Free transferability of shares– Perpetual existence– Centralized management– Limited liability of shareholders: A general rule of
corporate law which provides that generally shareholders are liable only to the extent of their capital contributions for the debts and obligations of the corporation and are not personally liable for the debts and obligations of the corporation
Exhibit 5.1 Corporation
Publicly Held and Closely Held Corporations• Publicly held corporation: Has many shareholders -
securities are usually traded on national stock exchanges
• Closely held corporation: A corporation owned by one or a few shareholders
• Revised Model Business Corporation Act: A 1984 revision of the MBCA– Arranges the provisions of the act more logically– Revises the language to be more consistent– Makes substantial changes in the provisions
Incorporation Procedures
• Procedure for incorporating a corporation varies somewhat from state to state
• Domestic corporation: A corporation doing business in the state in which it was formed
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Incorporation Procedures• Articles of incorporation: The basic governing
documents of a corporation, which must be filed with the secretary of state of the state of incorporation – Name of corporation– Number of shares authorized– Address of registered office and agent– Name and address of each incorporator
• Registered agent: A person or corporation that is empowered to accept service of process on behalf of a corporation
Incorporation Procedures• Corporate bylaws: A detailed set of
rules adopted by the board of directors after a corporation is incorporated that contains provisions for managing the business and the affairs of the corporation
• Organizational meeting: A meeting that must be held by the initial directors of a corporation after the articles of incorporation are filed
Incorporation Procedures• S Corporations: A corporation that has
met certain requirements and has elected to be taxed as an S corporation for federal income tax purposes– Pays no federal income tax at the corporate
level– Income or loss flows to the shareholders and
must be reported on the shareholders’ individual income tax returns
Financing the Corporation • Equity securities:
Representation of ownership rights in a corporation
• Equity securities can be:–Common stock–Preferred stock
Common Stock
• An equity security that represents the residual value of a corporation
• Common stockholder: A person who owns common stock
Preferred Stock• Equity security that is given certain
preferences and rights over common stock• Preferred stock may have any or all of the
following preferences, rights, or attributes:– Dividend preference– Liquidation preference– Cumulative dividend right– Right to participate in profits– Conversion right– Redeemable preferred stock
Authorized, Issued, and Outstanding Shares• Authorized shares: The number of
shares provided for in a corporation’s articles of incorporation
• Issued shares: Authorized shares that have been sold by a corporation
Debt Securities• Securities that establish a debtor–
creditor relationship in which the corporation borrows money from the investor to whom a debt security is issued
• Classifications:– Debenture– Bond– Note
Indenture Agreement
• Contract between the corporation and a holder of a debt security
Shareholders
• Owners of a corporation who elect the board of directors and vote on fundamental changes in the corporation
Exhibit 5.2 Shareholders
Shareholders• Shareholders meetings: A meeting
of the shareholders of a corporation that must be held by the corporation to elect directors and to vote on other matters–Annual–Special–Proxy
Shareholders• Quorum: The number of directors
necessary to hold a board meeting or transact business of the board
• Supramajority voting requirement: A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
Shareholders• Straight voting: A system in which each
shareholder votes the number of shares he or she owns on candidates for each of the positions open
• Cumulative voting: A system in which a shareholder can accumulate all of his or her votes and vote them all for one candidate or split them among several candidates
Shareholders• Dividend: A distribution of profits of the
corporation to shareholders
• Piercing the corporate veil: A doctrine that says if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporation’s debts and obligations
Board of Directors
• A panel of persons who are elected by shareholders to make policy decisions concerning the operation of a corporation –Inside director (executive)–Outside director (non-executive,
independent)
16-94
Exhibit 5.3 Board of Directors
Board of Directors• Regular meetings of a board of
directors are held at the times and places established in the bylaws
• A board can call special meetings of the board of directors as provided in the bylaws
Corporate Officers• Employees of a corporation who
are appointed by the board of directors to manage the day-to-day operations of the corporation
Exhibit 5.4 Corporate Officers
Fiduciary Duties of Directors and Officers• The duties of care and loyalty owed by
directors and officers to their corporation and its shareholders– Duty of loyalty: A duty that directors and officers
have not to act adversely to the interests of the corporation and to subordinate their personal interests to those of the corporation and its shareholders
– Duty of care: A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
Sarbanes-Oxley Act• A federal statute enacted by Congress to
improve corporate governance• The goals of the Sarbanes-Oxley Act are
to improve corporate governance rules, eliminate conflicts of interest, and instill confidence in investors and the public that management will run public companies in the best interests of all constituents
Mergers and Acquisitions• A situation in which one corporation
is absorbed into another corporation and ceases to exist
• A merger occurs when one corporation is absorbed into another corporation–Surviving corporation–Merged corporation
Exhibit 5.5 Merger
Dissolution of the Corporation
• Voluntary dissolution• Administrative dissolution • Judicial dissolution• Winding up, liquidation, and
termination
Multinational Corporations
• Multinational corporations operate in more than one country
• Operate in other countries through a variety of means, including the use of agents, branch offices, subsidiary corporations, business alliances, strategic partnerships, franchising, and other arrangements
2.4OTHER FORMS
Limited Liability Partnership (LLP)
• A special form of partnership in which:– All partners are limited partners– There are no general partners
• LLPs enjoy the flow-through tax benefit of other types of partnerships
• Articles of limited liability partnership– The formal documents that must be filed at
the secretary of state’s office of the state of organization of an LLP in order to form the LLP
Limited Liability of Partners
• The liability of LLP partners for the LLP’s debts, obligations, and liabilities, is limited to the extent of their capital contributions–Partners of LLPs are not personally
liable for the LLP’s debts, obligations, and liabilities
Exhibit 5 - Limited Liability Partnership (LLP)
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The Professional Corporation Designed for professions – lawyers,
doctors, dentists, accountants and other professionals
Created in the same manner as a corporation
Identified by the abbreviations: P.C. – Professional Corporation P.A. – Professional Association S.C. – Service Corporation
The Joint Venture
Much like a partnership, but it:
Is formed for a specific purpose
Has a beginning and an end
Conclusion The “right” choice of the form of
ownership is unique to every entrepreneur and their business.
Each form has advantages and disadvantages.
The entrepreneur must be thoughtful and strategic about this important decision.
Exhibit 6 - Franchise
Types of FranchiseType of Franchise Description
Distributorship franchise
A franchise in which the franchisor manufactures a product and licenses a franchisee to distribute the product to the public.
Processing plant franchise
A franchise in which the franchisor provides a secret formula or process to the franchisee, and the franchisee manufactures the product and distributes it to retail dealers.
Chain-style franchise
A franchise in which the franchisor licenses a franchisee to make and sell its products or distribute its services to the public from a retail outlet serving an exclusive territory.
Area franchise
A franchise in which the franchisor authorizes a franchisee to negotiate and sell franchises on its behalf in designated areas. The area franchisee is called a subfranchisor.
Franchise Agreement• An agreement that a franchisor and
franchisee enter into that sets forth the terms and conditions of a franchise
• Liability of franchisors and franchisees– The franchisor deals with the franchisee as an
independent contractor• Franchisees are liable on their own contracts and
are liable for their own torts• Franchisors are liable for their own contracts and
torts
Exhibit 7 - License
CASE DISCUSSION : PREMIER OIL
Casestudy 3 : Premier Oil1. Read and prepare the Casestudy on
Premier Oil (Monks & Minow (2011). Identify the corporate governance issues faced.
2. You are required to:
– Analyse the scenario’s in the case study and plot the resulting risk analysis on an appropriate risk map.
– Map out the stakeholder power/interest issues, and propose the appropriate corporate actions.
Risk Map Action
High
Medium
Low
Low Medium
High
SIGNIFICANCE
PROBABILITY
Requires close
monitoring
Manage and
monitor
Significant focus and
action
Accept but
monitor
Management effort
worthwhile
Manage and
monitor
Accept risks
Accept but periodically
review
Accept but
monitor
Stakeholder mapping
Core Readings• Baron, David P.(2013) Business and its environment, 7th
Edition, Pearson, Ch.14• Cheeseman, Henry R.(2013) Business law, 8th Edition,
Prentice Hall. Ch.14-16• Barringer, Bruce R. & Ireland, R. Duane, 2011
Entrepreneurship – Successfully launching new ventures 4th edition, Pearson.
Next Week’s Ideas for Discussion
• Prem Sikka, (2008),"Enterprise culture and accountancy firms: new masters of the universe", Accounting, Auditing & Accountability Journal, Vol. 21 Iss: 2 pp. 268 - 295
QUESTIONS?
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