Multinational Enterprises Lecture 1
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Forms of Business Organizations
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Goal of a business is to earn profits
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Sole Proprietorship - one person owns / operates business
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Business is dissolved when owner dies
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Most numerous business in the U.S.
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Farms, restaurants, hotels, grocery stores, etc.
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Partnership - two or more people own a business
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General Partnership - other partners are liable for the actions of any partner, such as stealing, fraud, etc.
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Creditors can go after other partners
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Example - a partner secretly applies for a bank loan, steals the money, and leaves the country
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Limited liability partnership - creditors cannot go after the personal assets of the partners
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Corporations
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Approximately 20% of businesses are corporations, and they dominate businesses activity
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Shareholders own the corporation through stock
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Corporate managers should
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Corporations
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Initial Public Offer (IPO) - a private company transforms into a corporation
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Charter - legal document that establishes a corporation as a legal person
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Three parties
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Benefits of a corporation
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Raise substantial amount of financial capital
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Enter foreign countries and dominate international trade
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Have special departments that handle operations in a foreign country
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Requires many specialists in laws, taxes, etc. for different countries
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Has limited liability
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Stockholders are not liable for a corporation's debt
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They can only lose the value of stock, i.e. their investment
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Can easily transfer ownership
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Have continuity of life; they can live forever theoretically
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Do not have mutual agency relationship
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Problems of corporations
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Types of stock
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Types of preferred stock
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Cumulative preferred stock - stockholders receive all past due dividends before common stockholders
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Protective preferred stock - corporation must deposit part of its profits into a fund to pay preferred stockholders
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Redeemable stock - corporation has the right to buy back the stock in the future
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Convertible stock - a preferred stockholder can convert their stock into common stock on a specific date
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Bond - a standardized loan to a corporation
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Investors can easily buy / sell bonds in a market
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Bondholder has two rights
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If a corporation bankrupts and is dissolved
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Must pay taxes first
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Bondholders and other loans come second
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Preferred shareholders come third
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Common shareholders are last
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Corporations create complex structures
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Reason - regulations, taxes, and lawsuits
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If lawyers sue a corporations subsidiary, then the parent corporation can spin off the subsidiary, and let the legal sharks eat it
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Example - a judge sued a dry cleaner's for $65 million for losing his pants
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Example - Halliburton owned Brown and Root
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Corporations establish headquarters in tax havens
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Bahamas and Cayman Islands - low taxes, little regulations, and strong confidentiality laws
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Corporation moves assets and liabilities around to reduce tax burden
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Tax evasion
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A business or person did an activity that generates a tax
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If he or she does not pay, then this is tax evasion
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The punishment is fines and prison
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Greece has a severe tax evasion problem
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Tax avoidance
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A business or person structures an activity to avoid legally paying a tax
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Since the 2007 Great Recession - tax authorities are becoming aggressive at collecting for tax avoidance
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Example - tax inspectors in Italy board yachts as the dock in Italian ports
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Stockholders want a good return on their investment
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shareholder return = dividend yield + capital gains
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Managers can influence dividend yield
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Managers have little influence on capital gains
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Usually 12% per year
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Severe stock market declines can cause capital losses
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Examples - many stocks took a beating in 2000 and 2008
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capital gains = 100*(stock price 2 - stock price 1)/stock price 1
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Example
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Apple's currently stock price is $669.72
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Apple paid a $266 per share dividend, which is the first since 1995
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Apple's stock price was $381.32 a year ago
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Dividend yield is 0.397%
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Capital gain is 75.63%
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Total return is 76.0%
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Corporate Fraud
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1. Enron bankrupted in 2001
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Special Purpose Entities (SPE)
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Shell company - exists only on paper, or office has one desk and filing cabinet
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Off-balance sheet companies
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Enron used SPEs to improve its financial statements artificially
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Enron invested in many power plants around the world
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Some investments went bad, and Enron sold its bad investments to its SPEs
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Enron hid $25 billion in debt
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SPE
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Most overlooked the SPEs, including the following:
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U.S. government passed the new law, Sarbanes-Oxley Act in 2002
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Transparency - outsiders can accurately assess a firm's true finances
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Did the new federal law fix any thing?
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The scale of fraud became much larger during the 2008 Financial Crisis
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The United States experienced a real estate housing bubble, 2000 - 2007
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Lehman Brothers used exotic derivatives and bought expensive real estate at the peak of the bubble
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Bank and bond debt was $768 billion
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Assets were $639 billion, but falling fast as the property bubble deflated
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Lehman Brothers closed its door after 158 years of business
2. Countries differ in corporate structure and planning
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U.S. corporations focus on short-term profits
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Japanese Keiretsu - tend to focus on long-term profits and market shares
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Keiretsu - a conglomerate of many companies with a bank as a member
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Bank grants low interest loans to partner companies
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Similar in South Korea, Germany, and Russia
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Popular in the former communistic countries
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Government forms a joint venture company with foreign companies
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Foreign companies bring technology and management expertise
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Government retains control over company
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Prone to corruption - if company cannot compete, then government uses its power to protect company
3. Principal-Agent Problem - two related parties have different incentives which conflict with each other
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Law of Comparative Advantage
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1. Multinational corporations
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Multinational corporation - corporation is incorporated in one country, and has one or more operations and offices in foreign countries
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Multinational enterprise - includes businesses where government forms a joint venture with a corporation
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Enterprises go international to make profits
2. Markets are defined as two types
3. Multinational firms are more complicated
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Businesses transfer resources like machines, equipment, and labor and transfers products and services between different countries
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Enterprises are exposed to exchange rate risks and credit risks
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Enterprises have other exposures too like country risk (or political risk)
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Example 1 - Hugo Chavez in Venezuela nationalized foreign companies
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Example 2 - Kazakhstan - former communistic country
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President Nazarbayev opened the economy up to free markets in early 1990s
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After 2008, Kazakhstan is reverting to Soviet rules and practices
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Kazakh government nationalized a petroleum company
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International investment plummeted
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Comparative advantage
- how two countries can benefit from trade, even though one country could be large and produce everything
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