Definition

1. The Firm Definition - the unit responsible for making production decisions • WHAT? • HOW? • FOR WHOM? A firm needs not to have physical location, it is defined in terms of its role in the production process.

2. Objectives • Profit maximization • - profit ensures that it can continue its business • Sales maximization • - maintain a large share of the market • Growth maximization • -enlarge its size or provide a continuous supply of • goods of reasonable quality

3. Forms of Business Ownership:

4. Sole Proprietorship 1. Features a. Only one owner b.The owner has to bear unlimited liability c. No legal distinction between the firm and its owner d. Simple steps to set up: i. Register with the Commissioner of Inland Revenue ii.And obtain a Business Registration Certificate

5. 2. Advantages a. Strong incentive - earns all profit but bear all losses. b. Fast decision-making - owner does not need others’ agreement. c. Close relationship with employees - small in scale. d. Close contact with customers more personal service is provided. e. Simple set up procedure and low set up cost.

6. 3. Disadvantages • a. Unlimited liability • - greater risks. • b. Limited capital for expansion. • c. Lack of continuity • d. Lack of division of labour: • Usually the owner is responsible • for various tasks.

7. The Partnership 1. Features a. 2-20 owners b. The partners and the firm have NO separate legal identity. c. unlimited liability. d. Each partner are held responsible for all the firm’s debts.

8. e. All partners are held responsible for contracts made by ANY one partner.] f. Withdrawal and admission of partners usually require agreement of all partners. If not, the partnership may be dissolved. g. Setting up of a partnership requires only registration with the Inland Revenue.

9. 2. Types of Partnership a. General Partnership Same as above b. Limited Partnership i. Some partners may enjoy limited liability, known as limited partners. They are usually sleeping partners, who do not engage in the running of the business. ii. at least ONE partner with unlimited liability. iii. Limited partners are not allowed to run or dissolve the partnership. iv. Their withdrawal will not terminate the partnership.

10. Advantages 1. Greater incentive to succeed 2. Close relationship between owners & employees and owners & customers 3. Simple establishment procedure Disadvantages 1. Unlimited liability 2. Without legal status 3. Lack of continuity Advantages & Disadvantages of Partnership (Comparing with Limited Company):

11. Advantages 1. Wider source of capital 2. Wider scope of specialization 3. Sharing in decision-making & risk bearing Disadvantages 1. Possibly delay in decision making 2. Liable for other partners’ mistake 3. Reorganization difficulties Advantages & Disadvantages of Partnership (Comparing with sole proprietorship):

12. Limited Company 1. Features A. The shareholders and the company are separate legal entities. B. Limited liability - the shareholders enjoy limited liability, their loss and liability to debts are limited to their investment on the shares.

13. C. Separation of ownership and management - usually a company is managed by a board of directors who are elected by the shareholders. - the directors may hold only a small percentage of shares. - most shareholders do not take part in the management of the company. D. Lasting continuity The existence of a limited company is not affected by the death of shareholders or transfer of ownership(shares).

14. Private Company Public Company Number of shareholders 2-50 2-unlimited Public subscription of shares Not allowed to invite subscription of shares from the public It can, and its shares will then be traded on the Stock Exchange Transfer of shares Transfer to existing shareholders first, if to outsiders, it requires the approval of B.O.D No restriction: shares can be transferred freely on stock market Disclosure requirement Not required to disclose its financial conditions to the public Required to disclose its financial conditions to its shareholders. If it is listed, it is required to publish its annual account. 2. Private Limited Company and Public Limited Companies

15. 3. Advantages A. Shareholders enjoy limited liability so that their risk involved in investment is lower. B. wider source of capital - raise capital by issuing shares. It is especially true for a public limited company. C. Shares are transferable easily especially for a public limited company. Therefore, shareholders’ liquidity is higher.

16. D. more efficient management because it can hire professional managers to run the company. E. lasting continuity - existence of a company is not affected by the transfer of shares, withdrawal or death of shareholders.

17. 4. Disadvantages A. delay in decision-making - it needs the approval of the board of directors. B. The employed managers may have lower incentive because they do not have vested interests in the company. C. lack of communication between the top level of management and low level of employees. It may also be lack of co-ordination across various departments due to its large size.

18. D. higher profit tax rate than sole proprietorship and partnership. E. disclose its financial conditions so that it is difficult to keep business secrets.

19. F. It is more complicated and costly to set up a company. i. submit two documents (The Memorandum of Association and the Articles of Association) before it is issued a Certificate of Incorporation. ii. For a public limited company to be listed, it requires the approval of the Hong Kong Stock Exchange Ltd. And it has to publish a prospectus giving full details about the company.

20. 5. Raising Capital 1. For most small firms - personal savings, loans from friends and banks A. Hire purchase i. The banks pays the seller of goods on behalf of the firm, which promises to settle the debt by installment. ii. Until the debt is fully settled, the goods are only “on hire” to the firm. B. Delivery on credit i. The supplier allows the firm to have the goods delivered first and pay at a later date.

21. 2. Shares and Debenture A. Preference shares i. Fixed dividend rate ii. Priority in receiving dividend iii. Priority over other shareholders in claiming capital when the company winds up iv. Holders have no voting right

22. v. Two types of preference shares: (1) cumulative preference shares unpaid dividend will be accumulated until there is profit (2) participating preference shares can receive remaining profit (after all shareholders are paid)

23. B. Ordinary shares i. Flexible dividend rate, depending on the profit level of the company ii. Last to receive dividend iii. Last to claim back capital iv. Holders have voting right

24. C. Debentures i. Holders are not shareholders or owners; they are creditors or lenders. ii. They receive interest, not dividend, whether the company makes profit or not. iii. They are redeemable iv. They have priority to claim back their money before all shareholders

25. Ordinary shares Preference shares Debentures Owners with voting right Owners with no voting right Creditors with no voting right Status Profitability Earn possible highest returns if the company makes large profit or if the share price goes up Less profitable Less profitable Usually fixed Rate of return Flexible, depending on the profit level of the company Fixed Greatest risks: no earnings if the company does not make profit Risk Less risky Least risky After creditors but before ordinary shareholders Right to claim back capital last first 3. Comparison

26. Public Enterprise 1. Features A. Government or state ownership B. Not profit-oriented C. Aim at providing goods and services of reasonable quality at low price

27. 2. Advantages A. Government has large capital supply for large scale production. B. Government departments are access to more up-to-date information. C. With government subsidization, public enterprise can offer lower prices. D. BY providing goods and services at lower price, it helps to narrow the gap between rich and poor.

28. 3. Disadvantages A. less efficient and less innovative : i. Low incentive of government officials as they are not profit oriented ii. Bureaucracy iii. lack of competition B. Public enterprises are less responsive to market demand and waste resources. C. Low price (i.e. below market equilibrium) lead to excess demand so that resources are misallocated.

29. In order to improve the efficiency of public enterprises, the following policies are adopted: A. Inviting private management e.g. public car-parks, tunnels B. Setting up public corporation e.g. KCRC, MTRC, LDC

30. Public Corporation A. Features i. It is set up by statute ii. However, it is a legal entity independent of the government iii. It enjoys limited liability iv. It is managed by a board of directors

31. v. It is run on a commercial basis, e.g. it can earn profit, the employees are not civil servants vi. However, the government is still the largest owner vii. And it is controlled by the government in some ways, e.g. (1) by appointing the chairman, (2) checking its accounts, (3) laying down some guidelines etc.

32. B. Advantages over government departments: i. Higher incentive as it is profit oriented ii. More market oriented iii. More flexible as the employment and pricing policies are not strictly regulated by government rules

33. C. Advantages over a private enterprise I. Stronger financial power as the government offers credit ii. It has priority in obtaining resources, e.g. land, information, etc.

34. Memorandum of Association Register of Companies Certificate of Incorporation Formation of Company Articles of Association Setting up a limited company in Hong Kong

35. Approval by Stock Exchange Ltd. Shares issued to public in primary market through underwriters Public company Invite subscription from public . Issue prospectus to public Shares transferred freely on Stock Exchange (i.e. secondary market) Issuing shares by a public company

36. The Integration of Firms Internal Growth • Firms expand within its existing structured management. E.g. A firm starting more branches and these branches are managed by a central management board. External Growth • Firms expanding the scale or scope of business by combining or integrating with other firms.

37. Types of Integration • Horizontal integration • Vertical integration: -Vertical backward integration -Vertical forward integration • Lateral integration • Conglomerate integration

38. Horizontal Integration • Firms at the same sage of production or producing the same product combine together

39. Vertical Integration • Firms at different stages of producing the same good combine together. Two types of vertical integration • Vertical backward integration • vertical forward integration

40. Two Types of Vertical Integration • Vertical backward integration: A firm combines with another firm in its preceding stage of production. E.g. A garment factory combines with a weaving factory. • Vertical forward integration: A firm combines with another firm in the next stage of production. E.g. A garment factory combines with a boutique.

41. Lateral Integration & Conglomerate Integration • Lateral integration: A firm combines with another firm producing related but not competitive products. • Conglomerate integration: Firms in entirely different lines of production combine together.

42. Methods of Integration • Cartel • Takeover • Merger • Consolidation

43. Cartel • An association of independent firms producing similar goods or services. It can be formed to fix price, control production or allocate sales among members.The member firms retain their independent corporate status. E.g. The Hong Kong Association of Banks

44. Takeover • A firm takes over another firm if it buys up a controlling percentage of that firm’s shares. The firm being taken over (the acquired firm) retains its own name and corporate status. A holding company may be set up for the purpose of holding the shares of the acquired firm. A trust is said to be formed if it also control its trading policy.

45. Merger • A merger occurs when a firm (called the merging firm) absorbs another firm by purchasing its assets. After the merger, the merged firm is dissolved and loses its corporate status.

46. Consolidation • Consolidation occurs when two firms dissolve themselves and put their assets together to form a new firm.

47. General Motives Motives of Integration • Benefit from economies of scale Integration Size of combined firm is larger Produce at a larger scale Benefit from economies of scale Lower average cost.

48. More efficient use of resources • Removing the inefficient management: If a firm is poorly managed, its rate of profit will below. When it is taken over, its existing management will be removed and its resources will be used more efficiently to yield a larger profit.

49. More efficient use of resources • Elimination inefficient plants:If there are too many firms in an industry, and some of them cannot work up to capacity, integration helps them to close down the inefficient plants so that the remaining ones can be worked more efficiently.

50. Influence the market price • As firms go on integration, they may become very large. They can control the market output and raise price. Sometimes, they may lower price to drive other competitors out of business.