partnership is a firm where there are a few partners. They are firms of solicitors, architects, auditors, management consultants etc. The names of all the partners of the firm are printed on the stationery of a partnership. The most common type of company in the United Kingdom is the limited liability company. At the end of the name of such a company the word Ltd. is used. For example: Wilson and Son Ltd.
Many of such companies are joint-stock companies owned by shareholders.
Limited liability companies are divided into public and private ones. Only public companies may offer shares to the public at the stock exchange. The names of such companies end in p. I.e. which stands for public limited company. For instance: John and Michael p.l.c.
Private limited companies may not offer shares to the public. The names of such companies end simply in Ltd. A branch of a foreign company is a part of a company incorporated outside Great Britain but acting under the law of the U.K. Usually these companies act in the U.K. under their normal foreign names.
Forms of business in the U.S.A
Businesses in the U.S.A. may be organized as one of the following forms:
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individual business
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general partnership
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limited partnership
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corporation
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alien corporation
An Individual business is owned by one person.
A general partnership has got several owners. They all are liable for debts and they share in the profits.
A limited partnership has got at least one general owner and one or more other owners. They have only a limited investment and a limited liability.
A corporation is owned by persons, called stockholders. The stockholders usually have certificates showing the number of shares which they own. The stockholders elect a director or directors to operate the corporation. Most corporations are closed corporations, with only a few stockholders. Other corporations are owned by many stockholders who buy and sell their shares at will. Usually they have little interest in management of the corporations.
Alien corporations are corporations of foreign countries. All the corporations are to receive their charters from the state authorities. The charters state all the powers of the corporation. Many corporations try to receive their charters from the authorities of the State of Delaware, though they operate in other states. They prefer the State of Delaware because the laws are liberal there and the taxation is rather low. Such corporations, which receive their charters from an outside state are called foreign corporations.
All the corporations require a certificate to do business in the state where they prefer to operate.
p.9 Task 5
Thomas Mahoney's business
During his first years in high school, Thomas Mahoney held a number of different part-time jobs after school and on Saturdays. He thought about retailing as a career and took business courses in school. In his senior year, he became a part-time sales trainee in the sporting goods department of a large department store. After graduation, he accepted a full-time job with the store.
In the next few years, Tom worked hard and was successful as a salesman. He prepared for advancement by taking several evening school courses. Soon he was promoted to assistant manager of the sporting goods department. By this time he was married, earning a good salary, and saving some of it. But he wanted to own his own business. He liked the idea of earning profits for himself while being his own boss. So in his spare time he began planning his own business. Before too long, he resigned his job in the department store and was on his own.
Because of his experience and his interest in selling sporting goods, Tom wanted to open a sporting goods store. He chose the name Sportsworld. He rented a small store in a shopping center and bought showcases and other equipment. With the help of a bank loan, he bought his stock of merchandise. Tom had learned a lot about selling sporting goods in the department store, but he found that a one-man business required long hours and much decision making. He ordered merchandise, built window displays, and did most of the selling and the stock work. His wife helped him keep his business and tax records. A student was employed part-time. Tom owned the business by himself, so it was a sole proprietorship. All the profits—or losses—were his.
Mahoney and Rubin's Partnership
Sportsworld was a success. Tom paid his bills on time and paid himself a fair salary. Each month he made payments on his bank loan until it was paid off. Profits were put aside in a savings account.
Soon Tom felt that it was time to expand the business, but he needed more money than he had saved. He also needed the help of someone who knew more about advertising and bookkeeping than he did. A friend, Alex Rubin, was a salesman in another store and had studied advertising and other business subjects in junior college. Tom invited Alex to become a part owner of Sportsworld.
With their combined skills, experience, money, and other property, they could afford to offer a larger variety of sporting goods. They could also afford to add new lines of merchandise—camping supplies and sportswear—to draw trade from a larger area. They consulted an attorney, Linda Vernon, about setting up the partnership. With her help, Tom and Alex drew up a written agreement called the articles of partnership. Among other things, this agreement provided that:
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The name of the firm will be Sportsworld.
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Mahoney will invest $30,000 in cash and property. Rubin will invest $15,000 in cash.
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Each partner will draw a salary of $1,250 a month.
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Profits and losses after salaries are paid will be shared in proportion to each partner's investment: two thirds to Mahoneyand one third to Rubin.
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Mahoney will have main responsibility for sales, selection and purchase of merchandise, and customer and community relations. Rubin will handle financial records, payroll, store maintenance, advertising and sales promotion, and other details of operating the business.
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In the event of the death or the necessary withdrawal of one partner, the remaining partner will have the right to purchase the departing partner's share of the business.
Before Mahoney and Rubin signed the articles of partnership, their lawyer pointed out some of the legal responsibilities of partners. For example, each partner could be held personally responsible for all the debts of the business. This would even include debts incurred by the other partner without the first partner's consent. Each partner was also bound by the agreements made for the business by the other partner. To avoid problems, the partners agreed to talk over all important business matters, such as hiring people or buying new equipment.
At the end of the first year, the Mahoney and Rubin partnership showed a net profit of $6,000 after the partners' salaries had been paid. Since they had agreed to share profits in proportion to their investment in the business, Tom received two thirds or $4,000 and Alex received one third or $2,000.
SPORTSWORLD as a Corporation
Sportsworld continued to grow under the Mahoney and Rubin partnership, and the partners considered the possibility of expanding the business even more. A new shopping center was being built on the other side of town. Should they open a branch store there? Should they also enlarge the present store? Should they add new sales and storage space and also lines of outdoor furniture and boats? Tom and Alex found themselves asking these questions. To do these things, they needed more money, so they thought about adding more partners. However, they decided against this. They reasoned that they did not need partners to help them manage the business since they could hire qualified assistant managers. Also, there would be personal risks in being responsible for the actions of other partners.
Mrs. Vernon, their lawyer, advised them that if they formed a corporation, each member would not be personally responsible for the business's debts. In case of a business failure, each member could lose only the amount he had invested. Again with Mrs. Vernon's help, Tom and Alex dissolved the partnership and drew up a plan for a corporation, Sportsworld, Incorporated. The corporation was to represent a total investment of $90,000. Their financial records showed that the partnership was worth $60,000, so they needed to raise another $30,000.
Tom and Alex decided to divide the $90,000 into 9,000 shares, each with a value of $10. Based on the partnership agreement and the corporation plans, they divided the 9,000 shares this way: (1) Tom received 4,000 shares worth $40,000; (2) Alex received 2,000 shares worth $20,000; and (3) they offered for sale 3,000 shares valued at $30,000.
The information about the division of shares of stock and other information about the corporation was put in an application submitted to the state government. The application asked permission to operate as a corporation. After approving the application, the sate issued a certificate of incorporation authorizing the formation of Sportsworld, Inc.
Tom and Alex were no longer owners of the partnership. They had sold their partnership to the new corporation. In return they had received 6,000 shares of stock, or a part ownership amounting to $60,000. These 6,000 shares were divided in proportion to the investment in the former partnership. The 30,000 shares offered for sale were sold to the 30 people who had confidence in the new corporation. The corporation then had 32 different shareholders.
Tom and Alex called a meeting of the shareholders to elect officers, to make plans for operating a branch store, and to transact other business. Each shareholder had one vote for each share of stock that he owned. Since Tom and Alex together owned 6,000 of the 9,000 shares, they had enough votes to control the operation of the business
At the stockholders’ meeting, these people were elected as directors of the corporation: Greg Snyder, Constantine Raboly, Kenneth Voss, JoAnn McCline, Tomas Mahoney, Paulette McKenna and Alex Rubin. These seven people made up the board of directors. The board’s responsibility was to guide the corporation properly. The board’s first act was to elect the executive officers of the corporation. The directors elected Tom Mahoney as president, JoAnn McCline as vice-president, Kenneth Voss as secretary, and Alex Rubin as treasurer. As full-time employees, the officers receive regular salaries for managing the business.
At the end of a year, after all taxes were paid, the corporation had a net profit of $11,200. The board of directors voted to keep $4,000 of this in the business for expansion and to divide the other $7,200 among the stockholders. Since the corporation had issued 9,000 shares, each of the 32 stockholders received 80 cents for each share of stock that he owned ($7,200 -н 9,000 = $.80). The part of the profits that each stockholder receives is called a dividend. In addition to their salaries, Mahoney received $3,200 ($.80 x 4,000 shares), and Rubin received $1,600 ($.80 x 2,000 shares).
Second Listening
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I – 4
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III – 2
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V – 4
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VII – 3
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II – 3
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IV – 1
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VI – 3
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p.23 Task 1
Hi. Here at Starbucks we manufacture coffee. Not just any coffee; we specialize in high-quality coffee, and we go all over the world to buy it. We sell the coffee in stores in the US and Canada - about 400 stores. Many of our stores are located on the West Coast, but we now also have stores in Washington DC, on the East Coast.
Our company is based in Seattle - that's where the head office is, and that's where our first stores were. Americans drink a lot of coffee. They are interested in quality, and that's why they drink our coffee. Our sales for this year are $285 million, and we have an annual growth rate of more than 75%.
The President of our company is Howard Schultz. Starbucks employs 660% of them part-time. All 6,000 employees are shareholders in the company. That probably surprises you. You see, Mr Schultz's philosophy is this: the customer and the employee both come first. If our people are happy, they make the customers happy.
p.18 Task 2
I'd just like to tell you something about how ICL is organized. As you know, we are now a subsidiary of Fujitsu, which is an 82% shareholder in our company. That, of course, is why you are here today, and we are very pleased to meet you all.
ICL employs a total of 24,000 people. Following our reorganization, the group now consists of 29 autonomous companies, each with its own Managing Director. ICL Group is divided into three operating divisions. The first is Industry Systems. This is the division which produces business solutions — software — for ICL's customers. The second is Technology, which manufactures computers and components. The third division is ICL Services, which sells computer services, like maintenance and training.
ICL was one of the first computer companies in the world to start producing different software products for specific markets. We now operate in six different target markets: firstly retail: that's shops, supermarkets and so on; then financial services; local and central government; healthcare; manufacturing; and finally, travel and transport.
Does anybody have any questions at this point?
p.25 Task 5
1 The company was incorporated in 1924, and we manufacture mainframe computers, personal computers, networking products and system software
2 The company was founded in 1916, and we now have around 80,000 employees.
3 Our short brand name also appears on the majority of sailboards sold in the U.S. and Canada.
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4 We have more than 50 overseas subsidiaries and affiliates in the Americas, Europe, and Asia.
5 Our company was founded in 1937. and our main R&D centers are located in Japan, Thailand, the U.S., and Belgium.
6 We're a privately-owned company based in Italy, and have over 6,000. Right now, we're concentrating on the Eastern European and Asian markets.
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p.25 Task 7
Directors and Managers
As a rule a private company has only one director. A public company must have at least two directors. Usually there is no upper limit on the number of directors a public company may have. The company's note-paper must list either all or none of the names of its directors. A limited liability company or a corporation is headed by the board of directors elected by shareholders. The directors appoint one of their, number to the position of managing director to be in charge of the day-to-day running of the company. In large organizations managing director is often assisted by a general manager. Some companies also have assistant general managers. Many directors have deputies who are named deputy directors. Directors need not be shareholders. They are responsible for the management of a company's affairs. They are not subject to any residence or nationality restrictions. Big companies have many managers heading departments. They are all responsible to the managing director. Among various departmental managers the following can be mentioned:
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sales manager
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personnel manager
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chief manager
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district manager
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sales and marketing manager
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industrial engineering manager etc.
Secretaries
There are two types of secretaries: company secretaries and private secretaries of executives.
Every company, both in Great Britain and the United States, is required, under the law, to have a company secretary.
In the case of private companies the directors are free to appoint any suitable person for this position. But in the case of public companies the company secretary must be a properly qualified person, a member of a recognised institute or association. He or she may be one of the directors of the company. But if the company has only one director, the director cannot also be the secretary.
The company secretary is the chief administrative officer of the company. He or she is normally responsible for the company, to comply with company law. The correspondence of the company secretary is particularly concerned with shareholders' meetings, board meetings and various forms that must be sent outside. The company secretary may also deal with enquiries for information concerning other firms, although the accounts department often handles these matters. Administrative questions come into the sphere of the company secretary, under instructions of the board of directors.
As to private secretaries of executives they are practically personal assistants of executives. A secretary answers telephone calls, receives messages and makes telephone calls on the instruction of her boss.
A secretary also helps in organization of meetings and conferences, entertainments of visiting customers, suppliers and other associates of the firm. She also deals with all the correspondence of her boss.
Secretaries write letters on making appointments or travel arrangements, letters of introduction, congratulation or condolence, invitations and replies to invitations. Secretaries use various office equipment, like microcomputers, fax machines, photocopying machines and others.
p.27 Task 9
Catering – provides meals
Customs Services – deal with after-sales service and complaints
Dispatch and Distributions – sends goods out to customers
Finance – deals with money coming in and going out of the company
Health and Safety – checks for dangers at work, monitors health
Maintenance – checks equipment regularly, carries out reports
Marketing – makes sure that products are widely known, finds out customers’ needs
Personnel – deals with training, recruitment, staff problems
PR (Public Relations) – talks to journalists, presents the company to the public
Production – produces goods
R &D (Research and Development) – develops new products and new ideas
Reception – deals with visitors, takes messages
Quality control – monitors company products, tries to improve their quality
Sales – sells goods, contacts customers, deals with inquiries about products
Security – protects staff and property against crime
Switchboard – deals with telephone calls in and out of the company
p31 Task15
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Good morning, gentlemen! How are you getting along?
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Fine, thanks. And how are you getting on?
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Very well, thank you.
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Let me tell you about our company. As you know, Mrs. Klimenko, we produce process equipment. Our firm consists of 6 departments: Production, Sales, Export, Financial, Personnel and Research& Development. The last one is the newest at the company. It was created five years ago.
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According to your legal status, are you a PLC?
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Right we are… Our management is the Meeting of shareholders and the Board of directors. Earlier the Chairman of the Company was one of the senior partners, but now it is Mr. Rogers, as you know. Currently we employ about 1,600 people. Our turnover is more than 300 million.
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You will work with our Export Department. We export our equipment to 5 countries all over the world. Besides, we have two daughter companies in Holland and Germany with headquarters in those countries.
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Are they tour subsidiaries or branches?
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They are subsidiaries. Each company trades under its own name. But we are looking for new partners in Eastern Europe as well. We would like to expand our activity. So Mrs. Cartwright went to Moscow to establish personal contacts with your company. Before we knew it only by correspondence.
Contents
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Introduction
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3
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1
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Types of Business activity
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4
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2
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Takeover and Merger
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19
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3
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Company structure
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30
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Literature
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42
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Appendix A Vocabulary
Appendix B Tape scripts and keys
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43
61
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