Creating Risk Capital

Creating Risk Capital
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Private enterprises are essential to a nation's economy and society – yet without finance, or risk capital, they may never get off the ground. Lack of risk capital on suitable terms thus frustrates entrepreneurial ambition, and checks economic growth. And, just as damaging, the search for finance can lead companies and businesses into unsuitable funding arrangements – such as bank loans or equity deals with external investors – that burden them with excessive debt or limit the ability of managers to run the business. This book proposes a fresh solution to the search for risk capital that should suit enterprise and investor alike.
Ian Whalley begins by describing the rich inheritance of private enterprises and the financial systems which support them in major market economies. He looks at some serious problems which afflict many enterprises when they seek funding through conventional methods: from small and medium-size firms to major companies, providers of public services and diverse enterprises such as mutual and non-profit organisations. A common theme emerges – enterprises of all types struggle to obtain risk capital without taking on debt or compromising effective management control. The capital is necessary but the drawbacks are potentially fatal.
The book shows how the dual functions of equity – risk capital and ownership capital – can be separated and thus how risk finance can be raised without affecting the ownership or control of a company, and without traditional borrowing. The model for achieving this is royalty funding, a system grounded in the proven and familiar practice of licensing. Under this system enterprises pay for the invested risk capital by means of royalties on the sales revenues they achieve, rather than become debtors or partners to those who provide the funds. Royalty funding will benefit both those who own and manage enterprises and also the investors who receive a contractually committed return whilst maintaining the security of asset ownership in the event of a failure of the enterprise.
Whalley explains how royalty funding could be put into practice for a range of different enterprises, and draws some broad conclusions about the impact that royalty funding could have if used to finance business in the future.
Offering a compelling alternative that complements current financial models this is an essential read for anyone involved in establishing, running or investing in successful enterprises, as well as policymakers and academics.

Оглавление

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.

.....

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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