An important decision in starting a business is the choice of legal entity. This case provides a realistic, yet stylized, setting to facilitate a discussion of factors to consider in the entity choice decision, emphasizing legal and tax issues. Two MBA graduates have raised $5.2 million in equity from a small group of investors to buy a company. Upon deciding to buy assets from another company to start their business venture, they must determine the legal entity that best meets the needs of management and the investors. There are three alternative versions of this case, with the only difference being the allocation of profits to the investors. In this C case, the allocations of profits are not allowed for an S corporation given the restriction limiting the entity to one class of stock. This C case provides for a 10% guaranteed return (i.e., hurdle rate) before the non-pro rata allocation of profits interests.
An important decision in starting a business is the choice of legal entity. This case provides a realistic, yet stylized, setting to facilitate a discussion of factors to consider in the entity choice decision, emphasizing legal and tax issues. Two MBA graduates have raised $5.2 million in equity from a small group of investors to buy a company. Upon deciding to buy assets from another company to start their business venture, they must determine the legal entity that best meets the needs of management and the investors. There are three alternative versions of this case, with the only difference being the allocation of profits to the investors. In this B case, the allocations of profits are not allowed for an S corporation given the restriction limiting the entity to one class of stock. This B case provides for a non-pro rata allocation of profits, which equates to management receiving a 20% profit (i.e., carried) interest.
On December 22, 2017, President Donald J. Trump signed into law the Tax Cuts and Jobs Act of 2017 (TCJA). While many pundits focused on the bigger ticket items of the bill, there was a small provision tucked away in the 185-page document that promised to have outsized influence on the investment strategies of high-net-worth individuals, and others sitting on appreciated investments, throughout the country: Opportunity Zones (OZs). This note addresses what Opportunity Zones are, how they came into being, and their implications. It also addresses Opportunity Zones in relation to the COVID-19 pandemic and the 2020 US presidential election.
Founded in 2006, the B Lab, a nonprofit organization, created the certified B Corporations (B Corps). B Corps are businesses that satisfy a set of standards and benchmarks defined by social and environmental impact. B Corps and their supply chains are assessed on their policies and procedures around governance, workers, community, environment, and disclosures to the public. Certification means the company is a "purpose-driven" business that creates benefits for its stakeholders. By the end of 2018, over 2,700 companies across 60 countries and 150 industries have been certified as B Corps. This technical note discusses the founding of the B Lab and its certification process, including public disclosure; legal requirements and US state laws governing benefit corporations; and B Corp self-assessment. It explores benefits to B Corps and criticisms of the process as well as additional endeavors that resulted from the B Lab's collaborative efforts, including Global Impact Investing Network (GIIN), Impact Reporting and Investment Standards (IRIS), and Global Impact Investing Ratings System (GIIRS).
This technical note outlines the differences between financial accounting standards and tax law that affect the valuation of potential targets depending on the deal structure employed. Valuation models typically rely on financial accounting information to estimate the value of the deal; but tax laws, not financial accounting standards, affect the after-tax cash flows attributable to the deal. The note provides steps to determine a target's tax basis from information in the financial statement, which allows for a better assessment of after-tax cash flows.
This technical note outlines the general judicial requirements an acquisition must meet to qualify as a tax-deferred reorganization. The variation in the specific requirements that must be met to qualify for different types of tax-deferred ("A," Forward Triangular "A," Reverse Triangular "A," "B," and "C") reorganizations are addressed. Finally, the specific tax consequences to the target's shareholders and acquirer are outlined, and a numerical example illustrates the calculation of the after-tax proceeds to the target's shareholders and the after-tax cost to the acquirer.
This technical notes discusses three basic deal structures used to acquire another corporation. Asset acquisitions, stock acquisitions, and mergers under state law are the three common legal forms discussed.
The case examines the development and launch of an exchange-traded fund (ETF) based on JUST Capital's socially responsible corporate ranking methodologies. The case provides a market overview of Environment, Social, and Corporate Governance (ESG) and socially responsible investing (SRI), what has driven growth in those areas worldwide, and several best-practice investment approaches. Following the overview, the case describes the founding and development of JUST Capital, explores JUST Capital's ranking methodologies, and presents the decision point faced by the CEO: requisite selection of one of three strategies in order for JUST Capital to generate "self-sustaining" revenue.
Mark Kim, CFO of DC Water, believed building green infrastructure in Washington, DC, was an innovative way to improve the performance of the city's aging sewer system and save money. In considering the options to fund a pilot program, Kim was especially intrigued by a new financing structure: social impact bonds (SIBs). Partnering with Eric Letsinger of Quantified Ventures, they built on SIBs to develop an Environmental Impact Bond. This case discusses the risks and potential rewards of financing the pilot through a new structure at the intersection of public policy, finance, and science, the costs and benefits of employing green infrastructure, and the potential investor base for the new financial product. It also challenges students to consider the use of private capital to finance social outcomes.
One of the fastest-growing areas in business is socially responsible investment (SRI), which incorporates environmental, social, and governance concerns. From 2007 to 2017, SRI increased from $2.71 trillion to over $21 trillion, and in 2017, 84% of all millennials were interested in SRI. Given these trends, how should an entrepreneur with a social mission proceed? One of the first decisions is choosing an appropriate legal entity. This technical note presents an array of legal entities that a business with a social mission could consider, with special emphasis on a relatively recent option: the benefit corporation.
This technical note explores the many different forms of equity compensation. Equity compensation, defined as compensation that provides for the delivery of equity securities, aligns employees' incentives with shareholder value driven by a company's stock price. Equity compensation is used extensively to attract and retain key employees. However, the types of equity compensation differ in their effects on incentives, dilution, net income, corporate cash flow, and income taxes.
Yi Hua, the leader of an impact-investing initiative at Goldman Sachs, was examining a new financial arrangement in a proposed public-private partnership called the Rikers Island Social Impact Bond (SIB). The proposed SIB was the result of a partnership between Goldman Sachs, the New York City (NYC) Department of Correction, Bloomberg Philanthropies, and three nongovernmental organizations (NGOs)-MDRC, Osborne Association (Osborne), and the Vera Institute of Justice (Vera). The investment that Goldman Sachs was considering would finance the implementation of a cognitive behavioral therapy program for teens (aged 16 through 18) incarcerated at Rikers Island. The goal of the program was to lower the likelihood of those teens returning to jail following their release (i.e., recidivism). If predetermined outcome-based metrics, which focused on lowering recidivism, were reached, the NYC government would repay Goldman Sachs its contributed capital along with a return. The case helps students develop an awareness of the growing innovative financial structure that attracts private capital to finance governmental efforts to address social issues: SIBs. Alongside SIBs, the following related issues could be discussed: financial and social returns, models of investing for social impact, measuring social impact, private-sector financial resources used for public benefit, and private debt vehicles. This case can be used as an introduction to SIBs in an MBA course or in undergraduate electives dedicated to impact investing, public-private partnerships, or other related courses covering the role of business in society. The material can also be used in executive education around issues of cross-sector collaboration to address social issues.
The owner of Hamilton's has provided his CPA with all the company's invoices, bank statements, and a lot of other miscellaneous business-related information for the company's second year. He has asked the CPA to reconstruct, in summary form, all the company's second-year transactions and to create an income statement for its second year of operations and a balance sheet at the end of that year.
Students are given Kesmore Corporation's balance sheet as of December 31, 2014, and December 31, 2013, as well as information pertaining to its 2014 activities and asked to prepare a statement of cash flows for 2014 using the indirect method.
Jack and Jill, first-year MBA students at the Darden School of Business, discovered their mutual interest in entrepreneurship and agreed to consider developing a small start-up during the summer after their first year. After much contemplation, they came up with an innovative idea for creating their own new business venture. Undergraduate students at the University of Virginia were welcomed on campus each fall, and Jack and Jill thought those students presented an untapped opportunity to offer these incoming students ergonomic desk chairs for their dormitory rooms.
Female Health Company produces the female condom which is distributed by non-profit organisations in Africa to prevent HIV/AIDS. In February 2009 the company has to decide whether to buy back stock. This provides an opportunity to check whether the firm is fairly valued and whether it should reconsider its capital structure and payout policy.
tudents can examine how international taxation is a system of global tax rules that apply to transactions between two or more countries. They will see how, given differing tax consequences across countries, taxpayers must incorporate tax planning into their strategic decisions to avoid excessive taxation by structuring transactions to limit their additional global tax exposure while taxpayers, seeking to maximize after-tax returns, can structure transactions to chase the lowest tax consequences.
On the eve of the Blackstone Group's much anticipated initial public offering (IPO), a Wall Street portfolio manager contemplates his commitment to purchase 20,000 units at $31.00 each. As one of the largest IPOs in recent history and the first major PE fund to go public in the United States, the offering had stirred up significant media and congressional interest, some of which was potentially damaging for the PE industry. Even taking the uncertainty of the tax law into consideration, the manager thought the market would respond positively to Blackstone's newly traded units. But there were still risks to consider.