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Messages - Maliha Islam

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151
Impact Investment:What are the main risks and challenges?

Pros

    -Impact investing challenges the long-held view that market investments should focus exclusively on achieving financial returns.

    -Impact investment can catalyse additional capital flows into developing economies, and stimulate private sector development where
     this is otherwise absent.

    -The impact investment market offers diverse and viable opportunities for investors to advance social and environmental agendas
      through investments that also produce financial returns.

    -Impact investments can compete with, and at times even outperform, traditional asset class strategies.

    -By combining various forms of capital with different return requirements, social challenges can be addressed in more scalable ways
     than is achievable by the government alone.

    -Impact investors provide new ways to allocate public and private capital more efficiently and effectively. It can facilitate cooperation
     between public and private sector actors.

    -Impact investment can strengthen social sector organisations and enterprises, by giving them access to the full range of financing
    options available to regular businesses.

    -Impact investment can stimulate the creation and growth of innovative enterprises, and hence also expand the whole economy.


Cons


    -Impact investment can generate higher transaction costs compared with similar private equity or venture capital investments.

    -The basic definition of impact investment is still debated. While some organizations are producing impact certification schemes with
      independent third party verification and such regimes exist in some sectors (e.g. organic food or fair trade), there is still no
      accepted standard or definition.

    -The lack of reliable research and evidence on financial performance. Credible data on risk and return can help both existing and
      future impact investors better identify strategies that best suit their desired social, environmental, and financial criteria.

Risks

    - The lack of intermediation services can raise the transaction costs due to fragmentation, the complexity of deals, and a lack of
       understanding of risks.

    - The lack of an enabling infrastructure can inflate impact investment’s costs. Networks are underdeveloped, and the lack of widely
     accepted and reliable social metrics makes the trade-off between financial and social returns difficult to assess.

   -Lack of absorptive capacity for large investments. Investment readiness (availability of good projects) remains a key issue in
   developing countries, beyond impact investment.

    -Limited options for co-financing.

    -Hyping market solutions to “do good” can create a bubble – especially if there is a gap between expectations about financial and
      social returns and actual performance – thus diverting capital away from philanthropy and decreasing the grants allocated to social
      and environmental challenges.

    -Greenwashing can damage the appeal of the impact investment market and ultimately the trust of investors. For example,
    unscrupulous asset managers could fraudulently label and sell traditional investment products as impact investment.

    -Financial and operational risks common to traditional investment apply (e.g. liquidity, currency, political risks, etc.). Additional risks
    are related to the understanding of impact investment by stakeholders (e.g. confusion between grants and impact investment). The
    latter encompass working with different cultures, including for example taking into account different understanding of the financial
    risks and intended impact between a global investment committee and a local community.

Source: http://www.undp.org/content/sdfinance/en/home/solutions/impact-investment.html

152
Impact Investment / Impact Investment: When is it feasible?
« on: March 16, 2018, 10:09:18 PM »
Impact Investment: When is it feasible?

Legal and/or other feasibility requirements

Local regulations and markets determine the investment climate, the availability of financial products, and the prevailing–mandatory or voluntary–fiduciary, environmental and social standards. Regulators can provide tailored incentives (e.g. tax breaks) or provisions for impact entrepreneurs and investors within their jurisdiction, but there is no specific or additional legal requirement for impact investment. A common provision for impact investment organizations is that social and environmental impact goals are built into legal documentation, as well as a requirement to report on impact.

Minimum investment required and running costs

The specific project and business model determines the investment requirement along with the relevant market size, maturity and other factors such as human capital or political and commercial risks. While larger companies may require financing of US$10 million or more, SMEs tend to require between US$25,000 and US$2 million. The cost structure and amount are also linked to the target investor and the asset class of the financial product. According to UNDP, deals in Africa vary from US$50,000 to a few million in the case of early stage impact funds and foundations, and up to US$200 million in the case of private equity funds and institutional investors. Data from the GIIN ImpactBase show that deals tend to be larger in developed markets than in emerging markets. The median value of an impact investment deal as reported by GIIN is US$ 2.8 million. This includes a range of non-profits at the lower end of the spectrum with US $1.8 million deals, to insurance companies with deals in excess of US$ 44 million.

Impact investment has a capital cost for the investee. While impact investors have diverse expectations about financial returns, according to GIIN, most prefer to operate at market rates. What impact investment often does is thus to expand access to capital, even when the investment positions are high risk. Despite the preference for market rates, about 40 percent of impact investors are willing to accept a return on investment that is lower than the market rate. The pooled internal rate of return for the Impact Investing Benchmark is 6.3 percent (compared with a commercial benchmark of 8.6 percent) and higher in emerging markets (7.7 percent) than in developed markets (4.7 percent).

While aggregated data provide little evidence of additional costs, impact investment might result in short term higher-cost transactions compared with traditional investment because of to the implementation of rigorous social and environmental reporting requirements and the conduct of extra due diligence processes.

In what context it is more appropriate

Impact investment is appropriate where private capital can address social and/or environmental challenges in innovative ways, while still pursuing commercial viability. Impact investment can address public failures, but it is by definition not a solution when there is no viable business opportunity. Impact investment is not a substitute for the provision of social services or philanthropy. Rather, it aims to complement and broaden the range of available options to promote sustainable development, drive innovation and achieve a positive social and environmental impact. Impact investors can also pave the way for larger public interventions, by underwriting risks that cannot be taken up by public intuitions in the first instance.

Source: http://www.undp.org/content/sdfinance/en/home/solutions/impact-investment.html

153
Impact Investment / Impact Investment: How does it work?
« on: March 16, 2018, 10:07:11 PM »
Impact Investment: How does it work?

Impact investment is described (and differentiated from other forms of investment) by three guiding principles:

1. The expectation of a financial return: impact investors expect to earn a financial return on the capital invested, below the prevailing market rate, at the market rate or even above it.

2. The intention to tackle social or environmental challenges (i.e. the impact or intentionality): in addition to a financial return, impact investors aim to achieve a positive impact on society and/or the environment.

3. A commitment to measuring and reporting against the intended social and environmental impact: impact investors commit to measure performance using standardized metrics.

Impact investors have traditionally challenged the view that development is to be reached and guided only by social assistance or philanthropy. On the contrary, the implied theory predicts that business and investment are important drivers for achieving more inclusive and sustainable societies. Therefore impact investors aim to demonstrate that investment can achieve both a positive (social or environmental) impact and a financial return (or, at minimum, a return of capital).

Impact investment is not limited to a specific asset class or sector: it includes, for example, fixed income, venture capital, private equity and social and development impact bonds. Private equity and private debt are the most common products adopted, with the latter taking the largest share in value terms. Impact investors often–but not exclusively–invest in innovative businesses and enterprises in sectors such as sustainable agriculture, affordable housing, healthcare, energy, clean technology, and financial services for the poor. A few examples: a fund investing in microfinance in Africa and Asia; a non-profit financial institution providing finance to farmers in Latin America; a platform that allows individual investors to make loans to women in developing markets to access clean energy; a foundation endowment’s investment policy focusing on sustainable food; or an individual investment in a company that provides healthy and nutritious school lunches.

Impact investors include endowments, high net worth individuals, foundations (e.g. Bill & Melinda Gates Foundation, Gatsby Charitable Foundation), pension funds, institutional investors (e.g. JP Morgan, South Africa PIC) and retail investors that invest capital directly in social enterprises or in impact investment funds (e.g. Acumen Fund, Bridges Ventures, Elevar Equity, Ariya Capital) and instruments (e.g. Social Impact Bonds).Impact capital has been raised mostly from banks, pension funds, and Development Finance Institutions (DFIs).

In terms of investees (receivers of the capital), impact investment can be directed both to for-profit and non-profit ventures, as long as they can produce a financial return. A number of intermediaries can connect impact investors with these impact-driven enterprises with tailored services, such as research, fundraising, certification, evaluation and impact measurement, business incubation, business acceleration and legal services.

Enablers, such as DFIs and the government, provide the enabling environment in which the market transactions can materialize, and, in certain instances, direct incentives and co-financing. An example of supportive legislation is the possibility to register benefit corporations (B-corporations) in the US. This form of incorporation allows a business to balance its fiduciary duties between its shareholders and stakeholders legally. B-corporations can also be privately certified in addition to the legal registration. Moreover, it is expected that the financial market will establish benchmarks for impact investment based on previous attempts to develop Environmental, Social and Governance (ESG) market indices, e.g. the S&P Environmental & Socially Responsible Indices, which tracks companies that meet certain environmental and social sustainability criteria, or the MSCI Low Carbon Indices, which focuses on low carbon businesses. DFIs (e.g. the International Finance Corporation, the African Development Bank, and the European Investment Bank) have spearheaded the movement, developed performance standards and often have interacted with impact investors through blended finance and risk-sharing formulas.

Stakeholders

    Impact investor(s): provide the capital and include individual investors, high net worth individuals, foundations, DFIs, and a wide range of institutional investors such as pension funds and insurance companies.
    Investees: for-profit enterprises and non-profit ventures that along with running profitable businesses, are able to generate measurable social and environmental impacts. Investees include multinational spin-offs, social enterprises, microfinance institutions, small and medium-size enterprises (SMEs), cooperatives, etc. The term benefit corporation (or B-corporations) has been introduced in Europe and the US, while the term impact-driven organizations had been used in G20 discussions.
    Intermediaries: link investors, investees and stakeholders providing them with innovative solutions and services. They can also facilitate the emission of structured financial products and help to reduce the costs of impact investing. They provide advice as well as help in structuring deals and in managing funds. Intermediaries can be commercial banks, investment banks, independent financial advisors, brokers, dealers, international organizations, consulting firms, etc.
    Enablers: governments can help by creating an enabling regulatory environment and by the provision of direct or direct incentives. The cost of capital can be reduced with tax reliefs, guarantees or subsidies aligned with government programmes and priorities. Regulations can be enacted to recognize impact investors (e.g. European Social Entrepreneurship Funds in the European Union), encourage transparency, produce and share information, establish peers’ working groups, etc. Besides governments, international organizations, DFIs, and development agencies can also play a supporting role and enter into impact investment deals with co-financing or credit enhancement.
    Beneficiaries: stakeholders that benefit from the investment through improved social and environmental conditions.

Potential in monetary terms (revenues, realignment or savings)

The volume of impact investment cannot be officially recorded due to the unclear definition of the term, but there are estimates. The Global Impact Investing Network (GIIN) estimates a market of US$114 billion in impact investing assets, of which US$22.1 billion committed in 2016. The expected growth in commitment in 2017 is of 25.9 percent. The supply of impact capital is expected to rise but, as yet, impact investment’s share in global financial markets is estimated to be at around only 0.2 percent of global wealth. If this share rises to 2 percent, it could mean over US$2 trillion invested in impact-driven assets. Larger definitions of sustainable or responsible investment (including ESG compliance and managers applying investment exclusion lists) encompass an estimated total of US$21.4 trillion. Finally, over 1,500 asset managers, with combined assets of over US$62 trillion, have signed up to the six United Nations Principles for Responsible Investment.

Impact investment has also become widespread across the globe. A GIIN Investor Impact Survey reported that 40 percent of investment was in U.S. & Canada, 14 percent in WNS Europe, 10 percent in Sub-Saharan Africa, 9 percent in Latin America. Overall, more surveyed investors plan to increase funds propotionally more in developing and emerging markets like sub-saharan Africa and Latin America than any other geographical region. Several leading financial firms have also entered the market in recent years with the creation of dedicated units or platforms dedicated to impact investment, including BlackRock and Goldman Sachs.

The above trends in the supply and management of capital are supported by polls covering the preference of the millennials as new job-seekers or investors: many believe that the number one purpose of business is to benefit society and they want to work for a business pursuing ethical practices. Another survey reports that wealthy millennials are almost twice as likely as Gen X to regard their investments as a way to express social, political, or environmental values. These millennials – i.e. those born after 1980 and the first generation to come of age in the new millennium – will soon experience an unusual intergenerational wealth transfer that has been estimated at US$41 trillion in the United States alone, thus creating additional expectations for a growing number of impact investors.

There are also patterns connected to the impact’s theme or sector: whereas one-third of socially-focused impact funds expect below market returns, environmentally-focused funds overwhelmingly expect market rate returns. On average impact investment in the environment is also found to be as much as five times larger in volume than in social sectors. According to the last GIIN survey, microfinance, energy, housing, and other financial services (excluding microfinance) attract the greatest allocations. Among environmental themes, the focus is on renewable energy, energy efficiency, and clean technology.

Source: http://www.undp.org/content/sdfinance/en/home/solutions/impact-investment.html

154
Impact Investment / How do impact investments perform financially?
« on: March 16, 2018, 09:47:10 PM »
How do impact investments perform financially?

Impact investors have diverse financial return expectations. Some intentionally invest for below-market-rate returns, in line with their strategic objectives. Others pursue market-competitive and market-beating returns, sometimes required by fiduciary responsibility. Most investors surveyed in the GIIN's 2017 Annual Impact Investor Survey pursue competitive, market-rate returns.



Respondents also report that portfolio performance overwhelmingly meets or exceeds investor expectations for both social and environmental impact and financial return, in investments spanning emerging markets, developed markets, and the market as a whole.



Although very few investors report significant risk events in their impact investing portfolios, business model execution and management is by far the most often cited contributor to risk.



A comprehensive review of available research to date on the financial returns of impact investments are available in the GIIN’s report, GIIN Perspectives: Evidence on the Financial Performance of Impact Investments. The report evaluates over a dozen studies—produced by a wide range of organizations—on the financial performance of investments in three common asset classes in impact investing: private equity, private debt, and real assets, as well as individual investor portfolios allocated across asset classes.

More data on financial returns of impact investments are available in the 2015 Introducing the Impact Investing Benchmark study, which looks at financial performance of private equity and venture capital impact investments, as well as the second report in the financial performance series, published in May 2017, The Financial Performance of Real Assets Impact Investments. Both of the reports were produced in partnership with the global investment advisory firm Cambridge Associates.

Source:https://thegiin.org/impact-investing/need-to-know/

155
Impact Investment / What is impact investing?
« on: March 16, 2018, 09:41:39 PM »
What is impact investing?

Impact investments are investments made into companies, organizations, and funds with the intention to generate social and environmental impact alongside a financial return. Impact investments can be made in both emerging and developed markets, and target a range of returns from below market to market rate, depending on investors' strategic goals.

The growing impact investment market provides capital to address the world’s most pressing challenges in sectors such as sustainable agriculture, renewable energy, conservation, microfinance, and affordable and accessible basic services including housing, healthcare, and education.



Core characteristics of impact investing

The practice of impact investing is further defined by the following four core characteristics:

INTENTIONALITY An investor’s intention to have a positive social or environmental impact through investments is essential to impact investing.

INVESTMENT WITH RETURN EXPECTATIONS Impact investments are expected to generate a financial return on capital or, at minimum, a return of capital.

RANGE OF RETURN EXPECTATIONS AND ASSET CLASSES Impact investments target financial returns that range from below market (sometimes called concessionary) to risk-adjusted market rate, and can be made across asset classes, including but not limited to cash equivalents, fixed income, venture capital, and private equity.


 IMPACT MEASUREMENT A hallmark of impact investing is the commitment of the investor to measure and report the social and environmental performance and progress of underlying investments, ensuring transparency and accountability while informing the practice of impact investing and building the field.

Investors’ approaches to impact measurement will vary based on their objectives and capacities, and the choice of what to measure usually reflects investor goals and, consequently, investor intention. In general, components of impact measurement best practices for impact investing include:

- Establishing and stating social and environmental objectives to relevant stakeholders
- Setting performance metrics/targets related to these objectives using standardized metrics wherever possible
- Monitoring and managing the performance of investees against these targets
- Reporting on social and environmental performance to relevant stakeholders


Why impact investing?


Impact investing challenges the long-held views that social and environmental issues should be addressed only by philanthropic donations, and that market investments should focus exclusively on achieving financial returns.

The impact investing market offers diverse and viable opportunities for investors to advance social and environmental solutions through investments that also produce financial returns.

Many types of investors are entering the growing impact investing market. Here are a few common investor motivations:

    Banks, pension funds, financial advisors, and wealth managers can PROVIDE CLIENT INVESTMENT OPPORTUNITIES to both individuals and institutions with an interest in general or specific social and/or environmental causes.
    Institutional and family foundations can LEVERAGE SIGNIFICANTLY GREATER ASSETS to advance their core social and/or environmental goals, while maintaining or growing their overall endowment.
    Government investors and development finance institutions can PROVIDE PROOF OF FINANCIAL VIABILITY for private-sector investors while targeting specific social and environmental goals.




Who is making impact investments?

Impact investment has attracted a wide variety of investors, both individual and institutional.

    Fund Managers
    Development finance institutions
    Diversified financial institutions/banks
    Private foundations
    Pension funds and insurance companies
    Family Offices
    Individual investors
    NGOs
    Religious institutions



Source:https://thegiin.org/impact-investing/need-to-know/

156
Partnership / The Importance Of Partnership Agreements
« on: March 16, 2018, 09:27:42 PM »
The Importance Of Partnership Agreements



When two or more individuals come together to form a business partnership, for example a Limited Partnership or Limited Liability Partnership, it is advisable to have a correctly drafted Partnership Agreement carefully detailing the terms of the business relationship.

Avoid Conflict

A Partnership Agreement helps to avoid conflict which may arise between the partners. Where the terms of a partnership are not clearly set out and recorded, disputes may arise over ownership division, the roles and responsibilities of the partners, and the division of assets upon termination of the partnership.

Get It In Writing
It is highly recommended that the partners enter into a formal written agreement assisted by professional advisers to ensure that the partnership is created and managed correctly while avoiding conflicts between the partners.

In the absence of a written agreement, disputes will often result in costly legal proceedings and unnecessary financial loss for all parties.

Legally Binding
A Partnership Agreement is a legally binding document and allows the partners to structure the relationship in a way that suits their particular business. It typically establishes the right to share in profits or losses for each partner, the responsibilities of each partner, and proper procedures for changes to and termination of the partnership.

Areas Covered By A Partnership Agreement
The following are the main areas that should be covered in any Partnership Agreement:

Name of the Partnership, details of the Partners and their designation.

Business Activities: The primary business of the partnership should be clearly set out in the agreement together with any restrictions on the type of business or activities that the partnership may undertake.
Management of the Partnership: Who is responsible for the management of the partnership? This ensures that the roles and responsibilities of the partners are clearly defined.
Meetings of the Partners: Who is entitled to attend and vote at meetings? What is proper notice?
Capital Contribution: It is important to agree and record the capital contributions and percentage ownership of each of the partners, if any. This will avoid disputes over ownership division.
Profit Distribution: As all partnerships are different and may have different profit distribution criteria, it is important to clearly set these out in the Partnership Agreement.
Financial Reporting and Taxation: The responsibilities and procedures for preparing and maintaining proper books of accounts and filing tax returns should be set out in the agreement.
Transfers of Partnership Interests: The procedure for when a partner wishes to transfer their interest in the partnership. For example, written consent may be required from all of the partners otherwise the transfer is considered to be void by the terms of the agreement.
Termination of Partnership: Partnership Agreements should set out the terms on which the partnership can be terminated and how assets and interests are dealt with upon termination.
Resolving Disputes: Rather than pursue costly legal proceedings, a Partnership Agreement may provide for alternative dispute resolution such as mediation and arbitration.

Protect The Benefits


Structured correctly, Limited Partnerships and Limited Liability Partnerships can enjoy significant tax and confidentiality benefits in jurisdictions such as Canada, New Zealand and the United Kingdom.

However, in the absence of a correctly drafted Partnership Agreement, these benefits may be negated by minor disputes which would otherwise be avoided by the terms of a written agreement.

Given the above and the number of issues to be considered, it is strongly advised that professional advice is sought to draft a Partnership Agreement that best suits your client’s expectations, so that they can enjoy the full benefits of a partnership structure.   

Source: https://www.pearse-trust.ie/blog/bid/86734/the-importance-of-partnership-agreements

157
7 Reasons Your Business Should Have a Written Partnership Agreement

A partnership agreement is a written agreement between the owners of a company.  If the company is a limited liability company, the agreement is an Operating Agreement.  For a corporation, the agreement is a Shareholder Agreement.  If the parties form a general partnership, it is a Partnership Agreement.  For the purposes of this article, we will refer to all three generically as a partnership agreement.

When Should Partners Get a Written Agreement?

The ideal time for partners to enter into a partnership agreement is when the company is formed.  This is the best time to ensure that the owners share a common understanding of their expectations of each other and the business.  The longer the partners wait to draft the agreement, the more opinions will diverge on how the company should be run and who is responsible for what.  Putting an agreement in place at the onset can reduce fractious disagreements later by helping resolve disputes when they do arise.

The bitter lawsuit between former business partners, Tobias Frere-Jones and Jonathan Hoefler who did not have a written agreement, over their multi-million dollar typeface business.

Why Should Partners Have a Written Partnership Agreement?

The purpose of a partnership agreement is to protect the owner’s investment in the company, govern how the company will be managed, clearly define the rights and obligations of the partners, and determine the rules of engagement should a disagreement arise among the parties.  A well-written partnership agreement will reduce the risk of misunderstandings and disputes between the owners.

Seven Reasons Your Business Should have a Written Partnership Agreement

Here are some of the most important reasons a business should have a partnership agreement:

1.  To Avoid a State’s Default Rules

Without a written agreement, owners in a company will be stuck with the state’s default rules.  In California, for an LLC it is the Revised Uniform Limited Liability Company Act, the General Corporation Law for a corporation, and the Uniform Partnership Act for a general partnership.  While the state statutes will do in a pinch, most owners need and want more control.  A written agreement allows owners to vary the rules when situations dictate that it would be in their best interests.

2.  To Have Control Over Who Owns the Company

A partnership agreement should include reasonable restrictions on sales and transfers of interests in a company to control who owns the business.  Without a written agreement specifying how interests will be sold, an owner can sell her interests to anyone else, including a competitor.  Also, if the parties do not address what happens upon the death or disability of an owner, the remaining owners could end up in business with the spouse or other family members of a disabled or deceased partner.

Provisions setting forth when, how and to whom interests in the company may be sold or transferred can avoid these scenarios and the uncertainly they bring.  If properly drafted, these provisions can enable existing owners to retain their percentage stake in the company and protect them from unwelcome new partners.

3.  To Agree on Important Issues in Advance

A written agreement will allow partners to agree in advance on important decisions, like dispute resolution, .  One of the most important provisions in any partnership agreement is how to handle disputes.  Partners may include a dispute resolution provision in their agreement that requires mediation followed by binding arbitration.  Without that in writing, there is no way to compel mediation or arbitration of disputes, and avoid costly and time-consuming litigation.

4.  To Remove a Disruptive or Non-Performing Partner


While partners may form a company with the best of intentions, reality often does not align with those intentions.  Over time, owners who were the best of friends or closest of family members can grow apart and commit acts that endanger the business.  This can occur when a partner promises to contribute sweat equity in the form of specialized skills in exchange for a piece of the company.  An owner with little or no skin in the game is often not as incentivized as those who contribute cash as well as effort.

If the business does not grow as quickly as anticipated and those lofty returns do not materialize, this partner may be tempted to cease working for the company, or worse, start working for a competitor.  In that case, the other owners will want to remove this partner who is no longer contributing but still owns a share of the company.  A partnership agreement should include a process for removing such a non-performing or disruptive partner and reclaiming his interests before his actions (or inaction) jeopardize the company. 

The Adam Carolla Podcast Case is an example of what happens when friends go into business without a written agreement.

​5. To Protect the Business and the Partners’ Investment


An agreement should include provisions that address what happens in the event of an owner’s death, disability or personal bankruptcy.  Each of these events could have a negative impact on the company.  Without a written agreement that addresses these situations, owners could be forced to dissolve the company, putting at risk the investments of all of the partners.  Provisions addressing these scenarios can add predictability and stability when they are most needed.

Other situations that should be addressed by a partnership agreement include non-competition and confidentiality.  Provisions that prevent a partner from sharing the company’s confidential information with others or seeking employment with a competitor are key for a business to maintain a competitive edge and to protect the investments of all partners.

6.  To Protect Minority Owners


A written partnership agreement should include provisions that protect minority partners.  One such clause, the “tag along” provision, protects minority owners in the event of a third party buyout.  If a majority owner sells her interests to a third party, the minority partner has the right to become part of the transaction and sell her interests on similar terms.  The benefit to the minority owner is that he can avoid being in business with an unwanted new co-owner.  This provision also ensures that all partners will receive similar buyout offers and protects minority owners from being forced to accept much less attractive offers.

7.  To Protect Majority Owners

Partnership agreements should also include provisions that protect majority owners.  A “drag-along” clause forces minority partners to sell their shares in the event of a third party buyout.  If a majority owner sells his interests to a third party, the minority partner must either (a) become part of the transaction and sell her interests to the same third party purchaser on similar terms or (b) purchase the majority partner’s interests on similar terms.  The benefit to the majority owner is that he cannot be forced to remain in business simply because a minority owner does not want to sell.  If a fair offer is made to buy the company, the majority owner is able to take advantage of that offer, even if this runs counter to the wishes of a minority partner.

Source: https://www.lexology.com/library/detail.aspx?g=a5055dd7-3814-4e7b-a53b-c63beeaafeb2

158
Partnership / What Is the Purpose of a Partnership Agreement?
« on: March 16, 2018, 09:18:32 PM »
What Is the Purpose of a Partnership Agreement?


Partnership formation is simple and provides each partner with the benefit of larger pools of capital, expertise and other resources. But partnerships can also be a source of legal frustration and issues. Whether you intentionally form your partnership or your actions and activities imply partnership, a partnership agreement prevents internal legal issues and disagreements.

The Partnership Agreement


Partnership agreements are a supplemental document used in addition to any state's legal forms required for partnership formation. Although your partnership agreement is a very important document, you do not file it with your state. Partnership agreements spell out the defined terms of ownership, partnership shares, profit investments, company management and operation details.

Agreement Importance

Common elements of the agreement include the calendar period of the agreement and the nature of business to be conducted. Beyond these basics, partnership agreements delineate the ownership shares for each partner, it defines the positions held by individual partners, partnership payments, business management, accounting methods and the actions taken in the event of a partnership buyout or the death of a partner. If certain items are not addressed in your partnership agreement, state law intercedes by default. A partnership agreement allows partners to control how to address complex matters within the arrangement while protecting each partner's overall interests.

Partnership Documentation

The more information included in the agreement, the better prepared each partner is for events that might occur, as long as the information defined complies with state statutes and federal laws. For example, you cannot state that each partner is only liable for decisions he individually approves. According to the Uniform Partnership Act, each partner is liable for his own actions, but is also liable for the actions of the other partners and employees. For assistance with composing a partnership agreement, contact an attorney or download a template from a legal website.

Agreement Misconceptions


Individuals and businesses alike often make the mistake of not creating a partnership agreement before doing business together. Because of an existing strong relationship, partners cannot imagine the future holding anything different. Even family-owned businesses rarely realize the need for a partnership agreement. But families, as with any other business partner relationships, are not immune to disagreements or even legal action against each other. A partnership agreement can eliminate these issues by clearly defining individual partner roles and the specifics of the business relationship.

Expert Insight

Partnership agreements have a profound impact on taxation of both the partnership and the individual partners. The partnership agreement determines the amount of tax partners pay and the type of payment and distributions of capital. The Internal Revenue Service does not require a copy of this document, although if a partner or the partnership's taxes are audited, a copy will be required.

Source: https://bizfluent.com/about-5412527-purpose-partnership-agreement.html

159
Partnership / Partnership – advantages and disadvantages
« on: March 16, 2018, 07:25:09 PM »
Partnership – advantages and disadvantages

Advantages of a partnership include that:

  • two heads (or more) are better than one
  • your business is easy to establish and start-up costs are low
  • more capital is available for the business
  • you’ll have greater borrowing capacity
  • high-calibre employees can be made partners
  • there is opportunity for income splitting, an advantage of particular importance due to resultant tax savings
  • partners’ business affairs are private
  • there is limited external regulation
  • it’s easy to change your legal structure later if circumstances change.

Disadvantages of a partnership include that:

  • the liability of the partners for the debts of the business is unlimited
  • each partner is ‘jointly and severally’ liable for the partnership’s debts; that is, each partner is liable for their share of the partnership debts as well as being liable for all the debts
  • there is a risk of disagreements and friction among partners and management
  • each partner is an agent of the partnership and is liable for actions by other partners
  • if partners join or leave, you will probably have to value all the partnership assets and this can be costly.
Source: https://www.business.tas.gov.au/starting-a-business/choosing-a-business-structure-intro/partnership-advantages-and-disadvantages

160
Partnership / Partnership-Entrepreneur
« on: March 16, 2018, 07:10:08 PM »
Partnership-Entrepreneur

A legal form of business operation between two or more individuals who share management and profits. The federal government recognizes several types of partnerships. The two most common are general and limited partnerships. .

If your business will be owned and operated by several individuals, you'll want to take a look at structuring your business as a partnership. Partnerships come in two varieties: general partnerships and limited partnerships. In a general partnership, the partners manage the company and assume responsibility for the partnership's debts and other obligations. A limited partnership has both general and limited partners. The general partners own and operate the business and assume liability for the partnership, while the limited partners serve as investors only; they have no control over the company and are not subject to the same liabilities as the general partners.

Unless you expect to have many passive investors, limited partnerships are generally not the best choice for a new business because of all the required filings and administrative complexities. If you have two or more partners who want to be actively involved, a general partnership would be much easier to form.

One of the major advantages of a partnership is the tax treatment it enjoys. A partnership doesn't pay tax on its income but "passes through" any profits or losses to the individual partners. At tax time, the partnership must file a tax return (Form 1065) that reports its income and loss to the IRS. In addition, each partner reports his or her share of income and loss on Schedule K-1 of Form 1065.

Personal liability is a major concern if you use a general partnership to structure your business. Like sole proprietors, general partners are personally liable for the partnership's obligations and debts. Each general partner can act on behalf of the partnership, take out loans and make decisions that will affect and be binding on all the partners (if the partnership agreement permits). Keep in mind that partnerships are also more expensive to establish than sole proprietorships because they require more legal and accounting services.

If you decide to organize your business as a partnership, be sure you draft a partnership agreement that details how business decisions are made, how disputes are resolved and how to handle a buyout. You'll be glad you have this agreement if for some reason you run into difficulties with one of the partners or if someone wants out of the arrangement.

The agreement should address the purpose of the business and the authority and responsibility of each partner. It's a good idea to consult an attorney experienced with small businesses for help in drafting the agreement. Here are some other issues you'll want the agreement to address:

How will the ownership interest be shared? It's not necessary, for example, for two owners to equally share ownership and authority. However, if you decide to do it, make sure the proportion is stated clearly in the agreement.

How will decisions be made? It's a good idea to establish voting rights in case a major disagreement arises. When just two partners own the business 50-50, there's the possibility of a deadlock. To avoid this, some businesses provide in advance for a third partner, a trusted associate who may own only 1 percent of the business but whose vote can break a tie.

When one partner withdraws, how will the purchase price be determined? One possibility is to agree on a neutral third party, such as your banker or accountant, to find an appraiser to determine the price of the partnership interest.

If a partner withdraws from the partnership, when will the money be paid? Depending on the partnership agreement, you can agree that the money be paid over three, five or 10 years, with interest. You don't want to be hit with a cash-flow crisis if the entire price has to be paid on the spot on one lump sum.

Source: https://www.entrepreneur.com/encyclopedia/partnership

161
Trade License / How To Renew Your Trade License?
« on: March 09, 2018, 09:51:38 PM »
How To Renew Your Trade License?

We regularly receive queries about trade license and trade license renewal procedure. This is normal because any regulatory issue is a lengthy process in Bangladesh. Things have improved in recent years but it is yet to get to the level we need it. We still need to bribe for getting licenses, we still need to go through someone insider and so on. However, knowing basics helps.

Trade License renewal is simple. You submit few documents and pay a fee and you are done. However, in reality is not as simple as that. Below is a list of required documents and other tidbits. We hope this will make things a little easier for you. 

Required Documents [Commercial Firms]

1. License book: Provided at the time of issuance of Trade License
2. Chalan Book: Same as before
3. Rent Receipt or Ownership proof: A copy of original attested by first class gazetted officer
4. TIN Certificate: A copy of original attested by first class gazetted officer

Process
Submit all required documents and then deposit the scheduled fees at the designated bank. City Corporation/Municipality receives the fee receipt from designated bank and update the register.

Time
Officially, it should not take more than 1-2 working days. However, it often takes longer than that.

Fees
Depending on the nature of business, fees can ranges from BDT 100.00 to 20,000.00. For limited company license fee is determined on the basis of paid up capital. You can collect the information from City Corporation/Municipality/Union Parishad.

Source:https://futurestartup.com/2015/09/14/trade-license-renewal-process-in-bangladesh/

162
Trade License / How To Get Trade License In Bangladesh?
« on: March 09, 2018, 09:49:15 PM »
How To Get Trade License In Bangladesh?


Getting a trade license is among the first steps of starting your business. To start you need the legal permission and trade license from City Corporation or City Council of your business area is that way to be legal. As far system says, the process of getting trade license in Bangladesh is not complicated but due to lack of transparency and corruption it is almost impossible to get a trade license without bribe. So, if you know that, the cost of getting a trade license is BDT 2000 and you are going with a light mind to get your license then I’ll tell you to stop and check your money bag for extra lubrication money.

For writing this post, I tried to find out the exact cost for getting a trade license but alas there is no information. So, don’t over expect from this post. However, here goes some vital information on how to get your trade license that I believe will help.

History: Trade License is being introduced in Bangladesh under the City Corporation Taxation Rules, 1983 . It is issued when an entrepreneur applied through the license form .

Process: The process is managed by the City Corporation or city council where the business exists. A license is issued exclusively in the name of the licensee and such license is not transferable. The licensee shall not use the license for any other purposes, except for the purpose and nature of profession, trade or calling it was issued. A renewed Trade License is provided by the concerned staff of the zonal taxation office. A fee for trade license has to be deposited at any Bank as indicated on the Trade License form.

Required Documents for Trade License:

1. In case of general Trade License – Attested Copy of Rent Receipt or Rental Agreement and also the copy of the Holding Tax payment receipt.

2. In case of Trade license for industries – Everything mentioned in serial no. 1 plus:

No objection declaration on the surrounding
Location Map,
Copy of fire certificate
Declaration on non judicial stamp of Tk 150/- to abide by the rules & regulation of DCC,
One copy of passport size photograph
3. In case of Clinic/Private Hospital: permission from the Director General of Health.

4. In case of Limited Company :

  • Memorandum of Article
  • Certificate of In-Corporation
5. In case of Printing Press & Residential Hotel – Permission from Deputy Commissioner (DC).

6. In case of Recruitment Agency – License from Manpower Man-power export Bureau.

7. In case of Arms and Ammunition – Copy of Arms License.

8. In case of Drug and Narcotics – Copy of Drug/Narcotics License.

9. In case of Travailing Agency – Approval from civil aviation authority.

Over to you:

Getting trade license should be hassle free to make doing business easy. Like many other things in this country it does not work that way. But to promote business we need to make the process simple and easy.

Source: https://futurestartup.com/2012/05/05/trade-license-in-bangladesh/

163
Partnership / What Is a Partnership? How Does It Work?
« on: March 09, 2018, 09:43:48 PM »
What Is a Partnership? How Does It Work?


A partnership in a business is similar to a personal partnership. Both business and personal partnerships involve:

  • Pooling money toward a common purpose
  • Sharing individual skills and resources, and
  • Sharing in the good and bad times.

A business partnership is a specific kind of legal relationship formed by the agreement between two or more individuals to carry on a business as co-owners.


 A partnership is a business with multiple owners, each of whom has invested in the business. Some partnerships include individuals who work in the business, while other partnerships may include partners who have limited participation and also limited liability for the debts and lawsuits against the business. 

A partnership, as different from a corporation, is not a separate entity from the individual owners. The partnership income tax is paid by the partnership, but the profits and losses are divided among the partners, and paid by the partners, based on their agreement.

A partnership, like a sole proprietorship, is a pass-through business, meaning that the profits and losses of the business pass through to the owners.

Types of Partners in a Partnership

Depending on the type of partnership and the levels of partnership hierarchy, a partnership can have several different types of partners.

This article on different types of partners explains the difference between:

  • General partners and limited partners. General partners participate in managing the partnership and have liability for partnership debts. Limited partners invest but do not participate in management.
  • Equity partners and salaried partners.  Some partners may be paid as employees, while others have only a share in ownership.

  • The different levels of partners in the partnership. For example, there may be junior and senior partners. These partnership types may have different duties, responsibilities, and levels of input and investment requirements.

Types of Partnerships

 Before you start a partnership, you will need to decide what type of partnership you want. You may have heard the terms:

  • A general partnership is composed of partners who participate in the day-to-day operations of the partnership are who have liability as owners for debts and lawsuits. There may also be limited partners
  • A limited partnership has one general partner who manages the business and one or more limited partners who don't participate in the operations of the partnership and who don't have liability.
  • A limited liability partnership is similar to the limited partnership, but it may have several general partners.

Forming a Partnership
Partnerships are usually registered with the state in which they do business, but the requirement to register varies from state to state. Partnerships use a partnership agreement to clarify the relationship between the partners, the roles and responsibilities of the partners, and their respective shares in the profits or losses of the partnership.

It is relatively easy to form a partnership, but, as noted above, the business must be registered with the state where the partners do business. Depending on the state, you may have the choice of one or more of the types of partnerships mentioned above. Once you have registered with your state, you can then proceed to the other typical tasks in starting a business.

Requirements for Joining a Partnership


An individual can join a partnership at the beginning or after the partnership has been operating. The incoming partner must invest in the partnership, bringing capital (usually money) into the business and creating a capital account. The amount of the investment and other factors, like the amount of liability the partner is willing to take on, determine the new partner's investment and share of the profits (and losses) of the business each year.

The Importance of a Partnership Agreement


When a partnership is formed, one of the first acts of the partners should be to prepare and sign a partnership agreement. This agreement describes all the responsibilities of the partners, sets out each partner's distributive share in profits and losses, and answers all the "what if" questions about what happens in a number of typical situations.

How a Partnership Pays Income Taxes

As noted above, the partnership business doesn't pay any income tax; the partners pay the taxes of the business, based on their share of the profits for a specific year, as spelled out in the partnership agreement.

Source: https://www.thebalance.com/what-is-a-business-partnership-398402

164
7 Communication Skills Every Entrepreneur Must Master


1. Listen deeply
Are you a good listener? Studies suggest that our daily communication breakdown is as follows:

9 percent writing
16 percent reading
30 percent speaking
45 percent listening
Yet, most of us are terrible listeners. The reasons vary, from being distracted by our own internal monologues to superimposing meaning on what’s being said before we allow others to finish. Instead, try this: focus on the person speaking, and verbally play back a summary of what was said to make sure you understand, before proceeding to build on the conversation with additional points.

Solid listening skills help you more effectively serve clients, make sales and manage employees because you’re picking up on and connecting to people’s most urgent concerns.

2. Interpret non-verbal cues
You’ve heard the refrains on the importance of body language. Sit up straight, think about your facial expressions and remember to lean forward when listening to show interest. But how good is your ability to interpret others’ non-verbal cues? It turns out that it’s essential.

One study from UCLA suggests that as much as 55 percent of the meaning in face-to-face interactions is conveyed non-verbally. Don’t just practice awareness of your own body language. Analyze specific cues -- such as posture, expressions and gestures -- being made by others when they’re speaking.

3. Manage expectations
“Under-promise and over-deliver” might be the most on-point summary of managing expectations ever devised. As an entrepreneur, you have many people asking for significant accomplishments from you in short time periods with limited resources (or so it often feels!). The easiest way to alleviate pressure as an entrepreneur is to manage expectations.

Be clear about deliverables, timeframes and results. If issues arise, communicate clearly and frequently. It’s always better to commit to less than raise people’s expectations and fail to follow through.

4. Productive pushback
Conflict management is an essential part of being an entrepreneur. The Washington Business Journal reported that managers spend between 25 to 40 percent of their days resolving conflicts. A major component of successfully resolving conflicts is your ability to productively push back.

Whether you’re dealing with scope creep in a client case or dealing with management challenges, the ability to communicate under pressure is a key entrepreneurial skill. Pushback should always be polite, productive and non-personal. Focus on clarity and resolution.


5. Be concise
Whether it’s statistics on how little time people spend focused on a single issue (according to one source, eight seconds) or simply the need to get more done in less time, concise communication wins out. Even the technological context supports this. As screens get smaller, we have to say more in fewer words.

Develop the ability to get to the point in a sharp and focused manner and communicate that across mediums. Find ways to cut the fat off your verbal and written communications and notice whether it gets you better results.

6. Confidently state your value and differentiation

Branding and selling are all about being able to confidently communicate both your points of value and what makes you different than anyone else on the market. The same skills are essential to helping you motivate yourself on a daily basis, hire the right employees, and ultimately even connect with friends and partners.

Spend time getting clear about the value you bring to the table and your unique selling points, and build your ability to confidently share that in different contexts. Practice boiling that proposition down to no more than two to three sentences.

7. Know your why

Most people focus on what to say and how to say it. How can I sound smart? How can I deliver this speech for maximum impact? But it’s more important to know why you’re communicating. What do you want people to take away? What action should they take after you interact?

Every communication should have a call to action, even if that call to action is to leave with a positive feeling about your or your brand. Ask yourself why you’re communicating before you write, pick up the phone or step into your next meeting and make sure your tone, word choice and delivery are in service to that goal.

Conclusion
Developing the soft skills needed to succeed as an entrepreneur takes time. Focusing on your communication skills -- from reading body language to summing up your value in a few sentences -- is one of the most powerful things you can do to advance your career and success.

Work to find the gaps in your communications arsenal and then mindfully practice until each of your skills is up to par.

Source: https://www.entrepreneur.com/article/239446

165
6 Basic Communication Skills Every Entrepreneur Should Develop

#1 Writing


Email has brought the written word back into focus. From our updates on LinkedIn to sending emails, we’re judged by our writing skills. If we send out a poorly written email, it might make us look bad and may not get us an opportunity to present our product to a prospective client. However, a well written email has a higher probability of getting opened, read and replied to.

#2 Speaking

Somebody said, “Great leaders are great speakers.” Entrepreneurship is about leading, inspiring and motivating people to achieve great things. Sometimes, as a start-up we’re trying to achieve great things with an average team. During these times, trying to understand what drives your team and communicating your message clearly is vital to your success.

Words from John F Kennedy, Mahatma Gandhi, Nelson Mandela, Steve Jobs and many other great leaders have shaped people’s thoughts for several generations.

#3 Presentations


Almost every speaker at a business conference uses PowerPoint presentations. A picture can speak a thousand words. When you can connect with people verbally and visually, there is a stronger impact.

PowerPoint presentations help you do just that.

Investors and clients expect some sort of presentation of your business.

Michael Smith, Founder of SlideHeroes says, “Presentation skills are one of the most underrated skills today. It’s definitely something that can be learned just like anything else. But people rarely take the time to learn it. A good presenter sells better, makes an impact, and communicates clearly. It’s definitely worth the time and money to learn this skill.”

#4 Listening

Is this communication? Definitely, yes!

Every product or service is a solution to a problem. Listening helps you understand your customer’s problem and identify solutions to solve those problems.


Most people are too busy talking to understand their customer’s needs.

#5 Networking

“It’s not what you know, it’s all about who you know.” Heard that before?

This common phrase in business holds true even today.

Social media might be a great platform to connect with people, but do not ignore the power of live events.

There is something about meeting people in person, shaking hands, and exchanging business cards. Just getting out of the office and catching up with someone over a cup of coffee can be very relaxing, while it’s also good for networking and building relationships.

Grant Scheiner, Managing Partner of Scheiner Law says “As a law firm, we’re in a trust based business. So building a relationship with our potential clients is very important. Given the sensitive nature of criminal defense, we prefer face-to-face connections to social media or any other communication. It also gives us an opportunity to get out of the office.”

#6 Body Language


Ruth Sherman, a communications expert who helps celebrities and top executives improve their presence says, “Majority of communication is non-verbal. That includes all of the things we do without saying a word.”

Most people make judgments about a person before they even speak a word. Having a strong presence whether on stage or in everyday life could be the difference between getting that big contract or losing it.

Remember, most people are rarely listening. So body language is probably more important than words.

Conclusion

Communication is a very important skill for business leaders. Besides all the other skills like marketing, sales, accounting and operations, it’s also important to focus on this vital skill. Investing in good training programs, seminars, or a master coach can be very rewarding on the long term.

Source: https://www.entrepreneur.com/article/271655

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