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Ian Whalley. Creating Risk Capital
Publishing details
Acknowledgments
What this book covers
Endnote
Who this book is for
How this book is organised
Terminology
Endnote
Background
National Research Development Corporation
Endnote
A wider opportunity
A current perspective
The financial crisis of 2007-2009
Some basic facts
Philosophy and ideology
Risk
PART I. A RICH INHERITANCE
1. Enterprise and its Origins
The enterprise
Business enterprises
Rolls-Royce
Diverse enterprises
Reuters
Clubs and societies
Ex-public sector
Key factors in the origins of enterprise
The entrepreneur
Law and property rights
Capital and credit
Limited liability [19]
Endnotes
2. Ownership, Control and Governance
The importance of ownership
The main forms of ownership
Proprietorship and family ownership
Investor ownership
Public sector ownership
Other forms
Factors that determine the form of ownership
The models of enterprise governance
Small-scale enterprise
Large-scale enterprise
The managerialist model
The labour-oriented model
The state-oriented model
The stakeholder model
The shareholder model
The trusteeship model
The prevailing models of governance
The dominant model
Endnotes
3. Capital and Credit Systems
The substance of capital
Intangible assets
Hidden liabilities
Forms of capital
Permanent and long-term capital. Equity
Proprietorships and partnerships
Companies and share capital
New issues and the stock market
Retained earnings
Preference shares
Long-term debt
Hybrids
Medium-term capital. Loan capital
Leases
Short-term capital. Overdrafts
Trade credit
Consignment of stock
Factoring
Grants and similar support
Sources of capital
Proprietor capital
Internal capital
External capital
Endnotes
4. Risk Capital
Definition. More terminology
Expanding the definition
Purpose of risk capital
Forms of risk capital
Equity
Loans
Specific sources of risk capital
Private investors
Corporate sponsors
Venture capital and private equity
Public markets and institutions
Joint ventures and project finance
Broader aspects of risk capital
Endnotes
5. Aspects of Capital Structures
Equity and debt
Gearing
Choosing the mix of equity and debt financing
Cost of finance
Financial stability
Ownership and control
Approaches to capital structures
Conventional structures
The minimalist firm
Quasi-equity and hybrids
Project financing
Endnotes
PART II. SOME PERSISTENT PROBLEMS
6. Private Enterprises and the Equity Gap
Small and medium-size enterprises
Common features of SMEs
Financing
Borrowing
Equity
The role of banks
Official support and encouragement
Specific sources of risk capital
The start-up
Is there really an equity gap?
The proprietorship gap
Conclusion
Endnotes
7. Major Public Companies and Governance
A chequered history
Some recent failures
Corporate governance
The separation of ownership and control
The shareholder model
Comparison with political structures
The consequences of abuse
Addressing the problem
Conclusion
Endnotes
8. Public Service Enterprises and Legitimacy
Nationalisation and public ownership
Western Europe
USA
Other countries
Privatisation. Outright sale
Other approaches to privatisation
Private Finance Initiative
Agencies and other methods
The British experience. Outright sale
PFI
Other structures
Experience in other countries
The Russian experience
Conclusion
Endnotes
9. Diverse Enterprises and Capital
A major role
Start-ups and entrepreneurs
Michael Young
Structure
Capital
Institutional arrangements
Advantages and disadvantages
Consumer-owned co-operatives
Producer-owned co-operatives
Employee-ownership
Mutual organisations
Non-profit enterprise
Financing
Conclusions
Endnotes
10. Seeking a Solution
Private enterprises
Major public companies
Public service enterprises
Diverse enterprises
A common theme
The dual function of equity
Conclusions
Endnotes
PART III. A ROYALTY FUND SOLUTION
11. Introducing the Royalty Fund
Existing approaches
Borrowing
Asset finance
Non-voting shares
Hiving-off
Limited partnerships and trusts
The royalty funding approach
The specification for a new system
The basic system
Endnotes
12. Royalty Fund Building Blocks
Licensing [1]
Franchising [2]
Turnover leasing
Advantages
Disadvantages
Further aspects of turnover leasing
Asset management
Consignment of stock
Other arrangements
Limited partnerships
NRDC Joint Venture and similar arrangements
The Joint Venture
Working capital and the Company Levy Scheme
Endnotes
13. Creating a Royalty Fund
The royalty fund. Main features of a royalty fund agreement
Setting up the agreement
Fund assets
Fixed assets
Intangible assets
Circulating assets
The agreement
The equity generator
The royalty funder. A specialist intermediary
Ownership options
Management
Form of organisation
Financial structure
Investor returns and exit strategy
Endnote
14. Operating a Royalty Fund
The royalty funder
The users
A start-up company for product development
Projections
Comment
Major group subsidiary for new premises
Projections
Comment
Non-profit residential home for working capital
Projections
Comment
Small manufacturing company for multiple use
Projections
Comment
Royalty funding in the market-place
The nature of royalty funding
The cost of royalty funding for the user company
Comparisons with private equity, venture capital and leasing
15. The Royalty Fund Experience
Solutions
Private enterprises and the equity gap
Engineering start-up
The user’s view
The royalty funder’s view
The wider view
Family business. The user’s view
The royalty funder’s view
The wider view
Major public companies
Management buyout: breaking away. The user’s view
The royalty funder’s view
The wider view
The public company
Major public company to private fiefdom
Public service enterprises
Utility
Enterprises under diverse forms of ownership
A co-operative
Conclusion
Articles
Books
Websites
Отрывок из книги
This book is based on observations of individual projects, mainly while I worked at the merchant bank Morgan Grenfell and at the National Research Development Corporation. Over several years, I had the benefit of day-to-day contact with many colleagues, entrepreneurs and experts from various walks of life: industry and commerce, academia, the professions and the financial world, so it is impossible to mention them all, greatly indebted as I am to them.
A number of people have generously provided valuable support and much stimulating comment on the manuscript at various stages, including Nick Antill, Rodney Brack CBE, Mike Butcher, Ian Coult, Alan Curtis, Andrew Duncan, Patrick Gilpin, Sue Konzelmann, Pete Parsons, Alan Plummer, Richard Redfern, John Roach, Robert Scallon, Richard Sharman, Martin Shaw, Neil Short and Michael Wilkinson. I am grateful to them all.
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These were the organisations involved in attracting the savings of British people into the tea and rubber plantations of India and Malaya, the mines of southern Africa, the railways of Argentina and the United States, the real estate of Australia, the oilfields of Imperial Russia and countless other enterprises throughout the world.
The huge changes which have taken place in the world since 1914 have been accompanied by corresponding changes in financial markets. New organisations have been established, existing firms have grown, merged or disappeared, while there has been a convergence of firms with quite distinct origins, cultures and functions to create the multi-purpose and multi-national financial institutions of today.
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