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Boc Unit 3

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Concept

 A **private company** is a business entity that is owned by a small group of


investors or individuals and does not trade its shares on public stock
exchanges. Unlike public companies, which are required to disclose financial
information and adhere to strict regulatory requirements, private companies
enjoy more privacy and fewer compliance obligations. Their shares are
typically held by a limited number of stakeholders, such as founders, family
members, or private investors, and are not available for public purchase. This
allows the company’s management to maintain greater control over decision-
making and long-term strategy without the pressure of satisfying public
shareholders. While private companies can raise capital through private
investors, venture capital, or loans, they do not have the ability to tap into
public markets for funding. Although they offer benefits like flexibility and
control, private companies may face challenges in raising large amounts of
capital and offering liquidity to investors. Examples include small businesses,
family-owned companies, and tech startups before they go public.
Meaning

 A **private company** is a business that is owned by a small group of


individuals or entities and does not offer its shares for sale to the public
on stock exchanges. In a private company, the ownership is typically
limited to a few people, such as the founders, family members, or
private investors. Unlike public companies, private companies are not
required to disclose financial information to the public, and their shares
are not traded on public markets. This allows them to have more control
over their operations and decisions, without the pressure from external
shareholders. Private companies can raise capital through private
funding, such as venture capital or private equity, but they do not have
access to public funding from stock offerings.
Formation

•Choose a company structure (Ltd., LLC, etc.)


•Select a company name and check availability
•Prepare incorporation documents (Memorandum, Articles of Association)
•Appoint directors and shareholders
•Register with the relevant authorities
•Issue shares and raise capital
•Obtain necessary business licenses and permits
•Register for taxes
•Open a company bank account
•Comply with ongoing legal and regulatory requirements
Characteristics

 1. Limited Number of Shareholders


• A private company typically has a small, fixed number of shareholders or
owners. These may include the company’s founders, family members, private
investors, or venture capitalists.
• In many jurisdictions, private companies are restricted to a maximum number
of shareholders (e.g., 50 shareholders or fewer in some countries).
 2. Private Ownership and No Public Share Trading
• The shares of a private company are not traded on public stock exchanges like
the NYSE or NASDAQ. Instead, ownership is usually transferred through private
sales or agreements, often requiring approval from the board or other
shareholders.
• This means that the ownership is more tightly controlled, and shares are not
publicly available for purchase.
Characteristics

 3. Limited Liability
• The owners (shareholders) of a private company enjoy limited liability, meaning
their personal assets are generally protected from the company’s debts and
liabilities. The most they can lose is the amount they have invested in the company.
• This is one of the key features of incorporating as a private company, as opposed to
operating as a sole proprietorship or partnership where personal liability may apply.
 4. Control and Decision-Making
• The shareholders and directors of a private company usually have more control
over its operations and strategic decisions. Since there are fewer shareholders and
the company is not publicly traded, it is easier for a small group of people to
maintain influence.
• This also means that the company does not face external pressure from public
shareholders demanding short-term profits or influencing corporate governance.
Characteristics

 5. Less Regulatory Oversight


• Compared to public companies, private companies are subject to fewer regulatory
and reporting requirements. They are not obligated to disclose detailed financial
information to the public, nor do they need to file quarterly or annual reports with the
securities regulators.
• This reduces administrative burden and allows the company more flexibility in its
operations and long-term decision-making.
 6. Ability to Raise Capital Privately
• Private companies can raise capital through private means, such as issuing shares to
a limited group of investors, securing loans, or attracting venture capital. Unlike public
companies, private companies cannot raise funds through public stock offerings.
• They may rely on family, friends, angel investors, or private equity firms to raise
money for growth or expansion.
Characteristics

 7. Ownership Restrictions
• The transfer of ownership in a private company is usually restricted.
Shareholders typically cannot freely sell their shares without approval from
other shareholders or the company’s board of directors.
• This helps maintain the company's privacy and control within a small group.
 8. No Requirement for Public Disclosures
• Private companies are not required to disclose detailed financial statements
or operational data to the public. This allows them to operate with a higher
degree of privacy than public companies, which are required to disclose such
information to protect the interests of public investors.
• This lack of public disclosure can be beneficial for businesses that prefer to
keep strategic plans or financial information confidential.
Characteristics

 9. Ownership vs. Management


• Private companies often have a clear distinction between ownership and
management. Owners may appoint managers or directors to run the
company on their behalf, especially in larger private companies.
• In smaller private companies, the owners may also play an active role in
day-to-day management.
 10. Exit Strategy Options
• Private companies may seek to go public through an Initial Public Offering
(IPO) if they decide to raise large amounts of capital by offering shares to
the general public.
• Alternatively, they may be sold or merged with another company as an exit
strategy for the owners and investors.
Characteristics

 11. Legal Forms


• Private companies can take different legal forms, such as:
• Private Limited Company (Ltd.): A company where shareholders have limited
liability, and shares are not publicly traded.
• Limited Liability Company (LLC): A flexible company structure in many
countries (such as the U.S.) that offers limited liability and a variety of taxation
options.
• Partnerships or LLPs: In some cases, private companies may be formed as
limited liability partnerships, especially for professional services (e.g., law firms,
accounting firms).
 12. Financial Independence
• Private companies are often more focused on long-term financial stability and
may have less pressure to deliver quarterly financial results. This allows them
to take a more conservative approach to spending, investing, and growth,
rather than chasing short-term profits to satisfy public shareholders.
Significance

 1. Entrepreneurial Freedom and Control


• Autonomy in Decision-Making: One of the biggest advantages of being a private company is the
level of control it provides to the owners. With fewer stakeholders and no external shareholders to
answer to, business owners and founders can make long-term strategic decisions without the
pressure of quarterly performance targets that public companies often face.
• Flexibility in Operations: Private companies are not bound by the same regulatory constraints as
public companies, allowing them more flexibility in how they operate and innovate. This flexibility
can foster creativity, risk-taking, and agility, all of which are essential for growth and success.
 2. Privacy and Confidentiality
• Reduced Disclosure Requirements: Unlike public companies, private companies are not
obligated to disclose detailed financial statements or operational plans to the public. This allows
them to keep strategic information, trade secrets, and business practices confidential, giving them a
competitive edge in their industry.
• Confidential Financial Information: Private companies do not need to disclose their profits,
losses, or other sensitive financial data to the public or regulators, allowing them to operate with
greater discretion and protect their business secrets from competitors.
Significance

 3. Long-Term Focus
• Avoidance of Market Pressure: Public companies often face pressure to meet the expectations of
shareholders, analysts, and the media, which can result in short-term thinking and a focus on
immediate profitability. In contrast, private companies are less influenced by the need to deliver quick
results for stock market performance. This allows private companies to focus on long-term growth
strategies, research and development, and sustainable expansion.
• Stability in Ownership: Because private companies are typically owned by a small group of people,
ownership is less likely to change frequently. This stability allows the business to pursue its objectives
without being distracted by changes in stockholder interests or market volatility.
 4. Control Over Ownership and Governance
• Selective Ownership: The owners of a private company have control over who can invest or
become a shareholder, which helps maintain a cohesive vision for the company. The transfer of shares
often requires the approval of other shareholders or directors, which provides greater control over
who can influence the company's direction.
• Governance Structure: Private companies typically have simpler and more flexible governance
structures than public companies. This can lead to more efficient decision-making, as there are fewer
layers of bureaucracy and less red tape.
Significance

 5. Access to Alternative Financing Options


• Venture Capital and Private Equity: Private companies often rely on private funding
from venture capitalists (VCs), angel investors, or private equity firms. This can provide
a source of capital that is more patient and flexible than public market financing, which
often requires quicker returns.
• Debt Financing: Many private companies use debt financing (through loans or bonds)
to raise capital for growth, acquisitions, or expansion. Without the need for a public
offering, private companies can negotiate terms that suit their long-term financial goals.
 6. Job Creation and Economic Contribution
• Support for Local Economies: Private companies, especially small and medium-sized
enterprises (SMEs), are key drivers of job creation. In many countries, they provide a
significant portion of employment opportunities, contributing to local economies and
communities.
• Innovation and Competition: Private companies are often more agile than large,
public corporations, enabling them to innovate quickly and bring new products or
services to market. This drives competition and can lead to advancements in
technology, services, and industries.
Significance

 7. Flexibility in Exit Strategy


• Multiple Exit Options: Private companies have several options for providing liquidity to
their investors or owners, including mergers, acquisitions, and Initial Public Offerings
(IPOs). The flexibility to choose an exit strategy that aligns with the company’s goals allows
owners to adapt to changing market conditions and maximize returns.
• Attractive Acquisition Targets: Many private companies are acquired by larger firms
looking to expand, enter new markets, or acquire new technologies. This creates
opportunities for private companies to realize significant value from their operations or
innovations.
 8. Reduced Regulatory Burdens
• Simpler Compliance: Private companies are not subject to the extensive regulatory and
financial reporting obligations that public companies face. For example, private companies
don’t have to file quarterly financial reports or hold annual shareholder meetings. This can
reduce administrative costs and simplify business operations, particularly for small to
medium-sized businesses.
• Less Scrutiny: Private companies face less scrutiny from regulators, analysts, and the
media, allowing them to focus on their business operations rather than managing the
pressures of public reporting.
Significance

 9. Attracting Talent
• Stock Options and Incentives: Private companies can offer stock options, profit-
sharing, or equity-based incentives to attract top talent. This can be a compelling
benefit, especially for startups and growing businesses, as employees can have a
direct stake in the company’s success.
• Employee Loyalty: Since private companies often have a smaller, more cohesive
workforce, employees may feel more invested in the company's success. This can
lead to higher employee retention rates and stronger organizational loyalty.
 10. Adaptability to Market Conditions
• Quick Response to Change: Private companies often have fewer layers of
management and decision-making, enabling them to adapt more quickly to
changes in market conditions, technology, or consumer preferences. This agility is
crucial in industries where fast-moving trends and innovations are critical to
success.
• Tailored Solutions: Being more flexible allows private companies to better tailor
their products, services, or business models to the specific needs of their customers
or markets, often leading to more personalized customer experiences.
Concept

 A public company is a business entity whose shares are publicly traded


on a stock exchange, allowing the general public to buy and sell
ownership stakes (shares) in the company. Public companies are
typically larger, more established businesses that meet specific
regulatory requirements and must comply with strict disclosure rules set
by governmental authorities, such as the Securities and Exchange
Commission (SEC) in the United States or Financial Conduct
Authority (FCA) in the UK. Public companies can raise capital by
issuing shares to the public through an Initial Public Offering (IPO),
and their shares are traded on public stock markets like the New York
Stock Exchange (NYSE) or NASDAQ
Meaning

 A **public company** is a business entity whose shares are publicly traded on a stock
exchange, allowing anyone to buy or sell ownership stakes (shares) in the company.
These companies are typically larger and have undergone an **Initial Public Offering
(IPO)** to offer shares to the public for the first time. Once public, the company is
subject to strict regulatory oversight and must comply with financial reporting,
transparency, and governance rules established by regulatory bodies like the
**Securities and Exchange Commission (SEC)** in the U.S. or the **Financial Conduct
Authority (FCA)** in the UK.

 Public companies raise capital by issuing shares, and their ownership is distributed
among a large number of shareholders, including institutional investors, individual
investors, and sometimes other companies. Shareholders can buy or sell these shares
on stock exchanges such as the **New York Stock Exchange (NYSE)** or **NASDAQ**.

 In addition to the ability to raise large amounts of capital, being a public company
provides greater visibility, credibility, and liquidity. However, public companies also
face regulatory scrutiny, higher operational costs, and the pressure to meet the
expectations of shareholders and the market.
Formation
•Preparation and Planning: The company assesses its readiness for public life and
establishes the necessary corporate governance structure.
•Choosing the Method: The company can go public through an Initial Public Offering
(IPO), a direct listing, or a reverse merger with an existing public company.
•Hiring an Underwriter: Investment banks or underwriters are engaged to guide the
company through the process, help set share prices, and market the offering.
•Due Diligence and Documentation: The company prepares a prospectus and files a
registration statement with regulatory authorities (e.g., the SEC), disclosing detailed
financial information.
•Pricing the IPO: The share price is determined based on demand and market
conditions, often through a roadshow where potential investors are introduced to the
company.
•Launch the Offering: Shares are publicly sold, and the company’s stock is listed on a
stock exchange (like the NYSE or NASDAQ), allowing the public to buy and sell shares.
•Post-IPO Compliance: After going public, the company must adhere to ongoing
reporting requirements, disclose financial information regularly, and maintain strong
corporate governance standards
Characteristics

 1. Preparation and Planning


• Evaluate Readiness: Before deciding to go public, the company must assess whether it is ready
to meet the demands of being a public company. This includes evaluating its financial health,
growth potential, and the resources needed for ongoing compliance and regulatory reporting.
• Corporate Governance: The company must establish a strong governance structure, including
a board of directors and the necessary management team. Public companies are required to
adhere to specific corporate governance rules and ensure the transparency and accountability of
their operations.
 2. Choosing the Type of Public Company
• Initial Public Offering (IPO): This is the most common method for a private company to
become public. Through an IPO, the company offers its shares to the public for the first time. The
company must decide how many shares to issue and at what price.
• Direct Listing: In some cases, a company might choose to go public via a direct listing, where
no new shares are created or sold. Instead, existing shares are made available for trading on the
stock exchange. This route bypasses the underwriting process of an IPO, but it is less common.
• Reverse Merger: A private company may also go public by merging with an existing public
company in a process known as a reverse merger or reverse takeover. This allows the private
company to become publicly traded without going through the typical IPO process
Characteristics

 3. Choosing an Underwriter
• Investment Banks: Most companies going public with an IPO hire an underwriter, usually an
investment bank or a group of banks, to guide them through the process. The underwriter helps set the
price of the shares, markets the IPO to potential investors, and ensures that the company meets all
regulatory requirements.
• Underwriting Agreement: The underwriter and the company enter into an agreement that outlines the
terms of the IPO, including how many shares will be sold, the price range, and the underwriting fee
structure.
 4. Due Diligence and Legal Documentation
• Due Diligence: The company undergoes an extensive due diligence process, during which the
underwriters, lawyers, and accountants review the company’s financials, operations, and legal standing to
ensure there are no hidden liabilities or risks that might affect investors.
• Prospectus: The company prepares a detailed document known as a prospectus, which is a public
disclosure document that contains vital information for potential investors. This includes the company’s
financial statements, business model, risks, management structure, use of proceeds, and more. In the
U.S., this document is filed with the Securities and Exchange Commission (SEC) for review and
approval.
• Registration Statement: The company files a registration statement with the SEC (in the U.S.) or the
relevant securities regulatory authority in its country. This document provides all the necessary
information about the company, its financial position, and the terms of the offering. Once the SEC reviews
and approves the registration, the company can move forward with the offering.
Characteristics

 5. Pricing the IPO


• Share Price Determination: The underwriters, along with the company, will
determine the price at which the shares will be offered to the public. The price is often
based on the company’s valuation, market conditions, investor demand, and
comparisons to similar companies.
• Book Building: In the book-building process, underwriters gauge investor demand for
the shares by soliciting interest from institutional investors (e.g., mutual funds, hedge
funds) and individual investors, helping to set the final price for the shares.
 6. Marketing the IPO (Roadshow)
• Roadshow: Prior to the IPO, the company and its underwriters typically embark on a
roadshow, where they meet with potential institutional investors (like large mutual
funds, pension funds, etc.) to present the company’s story, business prospects, and
growth potential. This is a critical part of the process to generate interest in the shares
and build demand for the IPO.
• Investor Presentations: During the roadshow, executives of the company will present
detailed financial and strategic information, addressing any potential concerns investors
might have.
Characteristics

 7. The Initial Public Offering (IPO)


• Launch the Offering: On the agreed-upon date, the public offering is launched, and the
company’s shares are made available for purchase on the stock exchange (e.g., NYSE, NASDAQ).
• Pricing and Allocation: The final price is set, and shares are allocated to investors based on the
demand generated during the roadshow. Shares are typically allocated to institutional investors
first, and any remaining shares are available to individual investors.
• Trading Begins: Once the shares are issued, they are listed and begin trading on the public stock
exchange, where their market price will fluctuate based on investor supply and demand.
 8. Post-IPO and Ongoing Compliance
• Post-IPO Period: After the IPO, the company will be publicly traded, and its stock will be subject
to fluctuations based on market conditions. The company’s management will continue to focus on
meeting its business goals while ensuring compliance with public company obligations.
• Ongoing Reporting: Public companies are required to submit quarterly 10-Q reports, annual
10-K reports, and other filings with the SEC or relevant regulatory body. These reports must
include financial statements, risk factors, executive compensation, and other material events.
• Corporate Governance: Public companies must adhere to specific corporate governance
standards, such as having a board of directors, audit committees, and an independent auditor, as
well as ensuring shareholder rights and responsibilities are upheld.
Significance

 1. Access to Capital
• Raising Funds: Public companies can raise large amounts of capital by issuing
shares through an Initial Public Offering (IPO) or subsequent offerings. This
capital can be used for expansion, research and development, acquisitions, or
paying off debt.
• Growth and Expansion: The ability to raise funds from a broad base of
investors allows public companies to scale faster than private companies. This
leads to increased production, more jobs, and greater market reach.
 2. Liquidity for Investors
• Trading Shares: Public companies have their shares listed on stock exchanges,
which provides liquidity for shareholders. Investors can buy and sell shares on
the open market, giving them the ability to exit their investment relatively easily.
• Attracting Investment: The liquidity and transparency of publicly traded shares
make public companies more attractive to institutional investors, such as mutual
funds, pension funds, and hedge funds, which can invest large sums of money
Significance

 3. Market Visibility and Credibility


• Increased Profile: Being listed on a stock exchange raises a company’s public
profile, making it more visible to consumers, potential business partners, and the
media. This increased exposure can help attract new customers and expand market
share.
• Credibility and Trust: Being a public company signals a certain level of stability
and trustworthiness because the company must adhere to rigorous reporting and
governance standards. This can help attract customers, suppliers, and investors.
 4. Valuation and Financial Transparency
• Market Valuation: Public companies are valued based on their stock price,
providing a transparent and real-time measure of their financial performance. This
helps investors assess the company's market worth and makes it easier to track
performance over time.
• Financial Disclosure: Public companies are required to disclose their financial
statements and operations, providing greater transparency to investors. This allows
stakeholders to make informed decisions based on up-to-date, accurate data.
Significance

 5. Attracting and Retaining Talent


• Stock Options and Benefits: Public companies often offer employees stock
options or equity-based compensation, which can be an attractive incentive.
Employees may be motivated by the potential for profit if the company’s stock
price rises.
• Talent Acquisition: The visibility and financial resources of a public company
can help attract top-tier talent, including executives and specialists who are
drawn to the company’s growth prospects and stock-based compensation.
 6. Mergers and Acquisitions
• Use of Stock as Currency: Public companies can use their own stock as
currency for acquisitions, mergers, or strategic partnerships. This makes it
easier for them to grow or diversify without needing to raise additional cash.
• Acquisition Targets: Public companies are often attractive acquisition targets
for larger companies looking to expand or diversify, which can create
opportunities for growth or an exit strategy for founders and early investors.
Significance

 7. Economic Impact
• Job Creation: As public companies grow and expand, they often create
thousands of jobs, both directly within the company and indirectly through
suppliers, contractors, and service providers.
• Innovation and Competition: Public companies have the financial resources to
invest in research and development (R&D), which drives innovation and
technological advancements. Their competitive position often helps stimulate
progress in their industries and across the economy.
 8. Increased Accountability and Governance
• Shareholder Oversight: Public companies are governed by a board of directors
and are held accountable to their shareholders, who can vote on major corporate
decisions. This accountability often results in better decision-making and
increased transparency in operations.
• Regulatory Compliance: Public companies must comply with strict financial
reporting requirements and corporate governance standards, which helps reduce
corporate fraud, increase accountability, and promote ethical business practices.
Significance

 9. Global Reach and Market Access


• Expansion Opportunities: Public companies have greater access to
international capital markets and are often able to expand globally. The ability
to raise funds from global investors can support international growth,
partnerships, and market entry.
• Cross-Border Operations: Public companies may find it easier to enter new
markets or establish operations abroad due to their increased financial
capacity, credibility, and organizational structure.
 10. Exit Strategy for Founders and Investors
• Liquidity for Early Investors: Going public provides an exit strategy for early
investors, such as venture capitalists, private equity firms, and company
founders. They can sell their shares on the open market, realizing a return on
their investment.
• Diversification: Publicly traded shares allow major investors and company
insiders to diversify their portfolios, reducing the risk of their investment being
tied up in one company.
MNC’S

 MULTINATIONAL CORPORATIONS Multinationals companies (MNCs) are


the organizations or enterprises that manage production or offer
services in more than one country.
 INTERNATIONAL TRADE International trade is exchange of capital, goods
and services across international borders or territories.
 EVOLUTION
  Since times immemorial.  Unexpected expansion after World War II.
  The post 1990s has given greater fillip to international trade.
  The MNCs which were producing the products in their home countries
and marketing them and various foreign countries before 1980s, started
located their plants other manufacturing facilities in foreign/host
countries
Challenges faced by MNC’S in india

 1. Regulatory and Compliance Issues


• Complex Bureaucracy: India has a highly regulated business environment with complex laws
and regulations that vary across states. The approval processes for new projects, product
launches, and foreign investment can be time-consuming and involve significant red tape.
• Frequent Policy Changes: Regulatory changes, especially tax reforms (e.g., Goods and
Services Tax or GST), labor laws, and environmental policies, can create uncertainties for
businesses.
• FDI Restrictions: Some sectors, such as defense, retail, and agriculture, have restrictions on
foreign direct investment (FDI), which can limit the scope of MNC operations.
 2. Cultural Differences
• Understanding Consumer Behavior: India is a culturally diverse country with varying
consumer preferences across regions. MNCs need to understand the local mindset, tastes, and
needs to design products that appeal to Indian consumers.
• Managing a Diverse Workforce: The cultural and linguistic diversity in India can make
managing a local workforce challenging. Language barriers, regional differences, and varying
work ethics need to be carefully navigated.
• Adaptation to Local Norms: Global marketing strategies may not always resonate with Indian
consumers. MNCs often need to adapt their advertising, branding, and communication strategies
to align with local values and customs.
Challenges faced by MNC’S in india

 Technological and Digital Challenges


• Digital Infrastructure: Although India is rapidly adopting digital technologies, there are
still challenges in terms of internet penetration and digital infrastructure in rural areas.
• Cybersecurity and Data Protection: With the increasing use of digital platforms,
MNCs must address concerns related to cybersecurity, data privacy, and compliance with
local data protection laws.
• Adapting to Local Digital Trends: India’s digital consumer behavior differs from that in
Western markets. MNCs need to adapt to the growing trend of mobile-first and app-based
services to engage with Indian consumers.
 9. Brand Recognition and Trust
• Building Trust with Consumers: MNCs may struggle to establish a strong brand
presence in a market where local players have entrenched consumer loyalty. Indian
consumers often place value on trust, which can be a challenge for foreign brands that
lack familiarity.
• Corporate Social Responsibility (CSR): India's emphasis on CSR mandates that
companies spend a certain percentage of their profits on social causes. MNCs are
required to invest in social development, which may not always align with their business
goals.
Challenges faced by MNC’S in india

 Environmental and Sustainability Issues


• Environmental Regulations: India is increasingly focusing on
sustainable development, and MNCs need to comply with local
environmental laws. This includes managing waste, reducing emissions,
and adhering to environmental impact assessments.
• Sustainability Expectations: With rising awareness of environmental
issues, Indian consumers and the government expect companies to
focus on sustainability. MNCs must adapt their operations to meet these
expectations, which might require significant investment.

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