商务英语入门第一章_外教社修订版

1、,chapter 1,forms of business ownership,forms of business ownership,lecture outline,sole proprietorships 个人企业,partnerships 合伙制企业,corporations 公司,joint ventures 合资企业,limited liability companies 有限责任公司,mergers have several people making management decisions, and the entity continues in the event of ill

2、ness or the death of one of the partners; can raise money through stock offerings.,additional info,differences with sole proprietorships:,corporations,sole proprietorship: a lender is entirely dependent on the business owners ability to repay the loan with his own labor. cant sell stock to raise fun

3、ds for equipment or expansion.,additional info,differences with sole proprietorships:,corporations,whats the difference between an open and a closed corporation? why do most young people prefer to work for a large corporation?,questions for discussion:,joint ventures,a joint venture (jv) is the pool

4、ing of resources and expertise by two or more businesses, typically from different areas or countries to achieve a particular goal. the risks and rewards of the enterprise are also shared.,partnerships occur when two or more entities decide to work together in a business.,joint ventures,business exp

5、ansion development of new products moving into new markets, particularly overseas.,reasons behind the formation of a joint venture:,joint ventures,access to new markets and distribution networks; increased capacity; the sharing of risks with a partner; access to specialized staff and technology.,adv

6、antages:,joint ventures,if the objectives of the venture are not 100 per cent clear, or not communicated to all the staff involved, problems are likely to arise. there is an imbalance in levels of expertise, investment, or assets brought into the venture by the different partners.,disadvantages:,joi

7、nt ventures,different cultures and management styles result in poor integration and cooperation between the partners. the parent businesses dont provide sufficient leadership and support in the early stages.,disadvantages:,joint ventures,additional info,joint ventures,additional info,joint ventures,

8、additional info,joint ventures,what ownership is a joint venture similar to? why? what are the advantages of a joint venture?,questions for discussion:,limited liability companies,a limited liability company (llc) is a type of business ownership combining several features of corporation and partners

9、hip structures.,it is designed to provide the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.,its formation is more complex and formal than that of a general partnership.,limited liability companies,like a corporation, the owners (ca

10、lled members) of the llc are not personally responsible for the debts of the llc.,like a partnership, there is no dual taxation and the earnings of the business are taxed directly to the members.,limited liability companies,advantages,limited liability: members cannot be held personally liable for d

11、ebts unless they have signed a personal guarantee.,flexible profit distribution: limited liability companies can select varying forms of distribution of profits.,limited liability companies,advantages,no minutes: the llc business structure requires no corporate minutes or resolutions and is easier t

12、o operate.,no double taxation: all your business losses, profits, and expenses flow through the company to the individual members. you avoid the double taxation of paying corporate tax and individual tax.,limited liability companies,disadvantages,limited liability: a llc is dissolved when a member d

13、ies or undergoes bankruptcy.,going public: it is hard to go public.,added complexity: a llc may be classified as a sole-proprietorship, partnership, or corporation for tax purposes. classification can be selected or a default (违约) may apply.,limited liability companies,additional info,有限责任公司是根据美国五十个

14、州中某一州的法律而设立的非法人商业实体。通常必须有两个或两个以上的所有者，称为“成员”；但在一些州，如加利福尼亚州、特拉华州和纽约州，也允许一人设立有限责任公司。有限责任公司的成员可以是个人或实体，美国人或外国人皆可。有限责任公司成员人数并无上限规定。,limited liability companies,additional info,有限责任公司是美国各州法律规定的一种比较新的公司模式，在很短时间内就成为了一种大受欢迎的所有权形式。它的产生满足了商人们的需要、即提供了一种具有（1）有限责任（公司也具备有限责任的特征，但合伙并不具备条件）和（2）合伙型运营的灵活性的法律实体。有限责任公司的

15、价值还体现在：无论成员对管理的参与程度如何，所有成员只以其出资额为限承担责任。实际上，有限责任公司是公司和合伙的嫁接产物。,limited liability companies,additional info, 现行中国公司法规定的公司分为有限责任公司和股份有限公司。从西方公司理论看，公司根据不同条件可做多种分类。例如根据是否适用有限责任分为有限责任公司和无限责任公司。 有限责任公司最显著的特征是，股东以其出资额为限对公司承担责任，公司以其全部资产对公司的债务承担全部责任，不能公开募股。 股份有限公司区别于有限责任公司的最为重要的特征是：其全部资本分为等额股份，股东以其所持有的股份对公司承担

16、责任，公司以其全部资本对公司的债务承担责任，例如上市公司。,limited liability companies,additional info,a limited liability company could be converted into a company limited by shares.,limited liability companies,additional info,note: 中美公司的名称有时没法一一对应翻译，因为两国之间公司法对公司的定义不同，比如中国的“股份有限公司”就无法对应英文。 美国公司名称通常为： xxx company xxx co, ltd (c

17、orporation limited) xxx inc. (incorporated),mergers & acquisitions,the phrase mergers and acquisitions (abbreviated m&a) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a

18、 growing company in a given industry grow rapidly without having to create another business entity.,mergers & acquisitions,a merger is the result of the combination of two companies (or corporations) to form a new company. an acquisition is one company buying the property and obligations of another

19、company.,mergers & acquisitions,when one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. from a legal point of view, the target company ceases to exist, the buyer swallows the business and the buyers stock continues to be traded.,mer

20、gers & acquisitions,in the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. this kind of action is more precisely referred to as a merger of equals. both companies stoc

21、ks are surrendered and new company stock is issued in its place. e.g both daimler-benz and chrysler ceased to exist when the two firms merged, and a new company, daimlerchrysler, was created.,types of corporate mergers,a horizontal merger joins firms in the same industry and allows them to diversify

22、 or expand their products. in a horizontal merger, the acquisition of a competitor could increase market share.,types of corporate mergers,a vertical merger is the joining of two firms involved in different stages of related businessesa manufacturer merging with a supplier of component products, or

23、a manufacturer merging with a distributor of its products.,types of corporate mergers,a conglomerate merger unites firms in completely unrelated industries. the primary purpose of a conglomerate merger is to diversify business operations and investments.,types of corporate mergers,additional info,pr

24、ocess:,types of corporate mergers,additional info,types of corporate mergers,additional info,types of corporate mergers,questions for discussion:,what is the difference between mergers and acquisitions? give more examples to explain horizontal mergers, vertical mergers and conglomerate mergers.,fran

25、chising,a franchise is the right to use a business name and sell products or services, usually in a specific geographical territory. franchising is the practice of using another firms successful business model. the word franchise is of anglo-french derivation - from franc - meaning free, and is used

26、 both as a noun and as a (transitive) verb.,franchising,for the franchisor, the franchise is an alternative to building chain stores to distribute goods that avoids the investments and liability of a chain. the franchisors success depends on the success of the franchisees. the franchisee is said to

27、have a greater incentive than a direct employee because he or she has a direct stake in the business.,franchising,the following u.s. listing tabulates the early 2010 ranking of major franchises along with the number of sub-franchisees (or partners) from data available for 2004. as can be seen from t

28、he names of the franchises, the usa is a leader in franchising, a position it has held since the 1930s when it used the approach for fast-food restaurants, food inns and, slightly later, motels at the time of the great depression.,additional info,franchising,as of 2005, there were 909,253 establishe

29、d franchised businesses, generating $880.9 billion of output and accounting for 8.1 percent of all private, non-farm jobs. this amounts to 11 million jobs, and 4.4 percent of all private sector output.,additional info,franchising,1. mcdonalds startup costs in 2010, $995,900 $1,842,700 (37,300 partne

30、rs in 2010) 2. 7-eleven inc. (convenience stores) |startup costs in 2010 $40,500- $775,300, (28,200 partners in 2004) 3. hampton inns & suites (midprice hotels) |startup costs in 2010 $3,716,000 $15,148,800 5. 4.great clips (hair salons) | startup costs in 2010 $109,000 - $203,000,additional info,fr

31、anchising,5. jani-king (commercial cleaning) | startup costs $11,400 - $35,050, (11,000 partners worldwide in 2004) 6. servpro (insurance and disaster restoration and cleaning) | startup costs in 2010 $102,250 - $161,150 7. minimarkets (convenience store and gas station) | startup costs in 2010 $1,8

32、35,823 - $7,615,065,additional info,franchising,china has the most franchises in the world but the scale of their operations is relatively small. each system in china has an average of 43 outlets, compared to more than 540 in the united states. together, there are 2600 brands in some 200,000 retail

33、markets.,additional info,franchising,kfc was the most significant foreign entry in 1987 and is widespread. many franchises are in fact joint-ventures, as at their forming the franchise law was not explicit. e.g. mcdonalds is a joint venture. pizza hut, tgif, wal-mart, starbucks followed a little later. but total franchising is only 3% of retail trade, which seeks foreign franchise growth.,a