Corporate Restructuring and Corporate Dissolution of Companies in Financial Distress: Ensuring Creditor Protection. A Comparison of the US,UK and Dutch Models

Where a company is in financial distress, there are two options: rescue of the (viable) company by restructuring or liquidation of the (unviable) company by dissolution. In practice, the most important restructuring procedure is the US Chapter 11. Many European jurisdictions have used Chapter 11 as a source of inspiration for the enactment of their restructuring proceedings. However, in Europe, national restructuring rules vary greatly in respect of the range of procedures available to companies in financial distress aiming at restructuring. Some European jurisdictions do not provide for formal restructuring procedures at all. Unviable companies in financial distress are too broke to restructure. In most European jurisdictions, unviable companies can be dissolved very quickly and cheaply. However, these procedures also differ from each other. Copyright © 2017 INSOL International and John Wiley & Sons, Ltd.     

An Instructional Case Comparing the Accounting Policies and Financial Results of Online Retailers

In the role of financial analyst for a venture capital firm, you are assigned the responsibility of evaluating two online retailers who have applied for financing to build a distribution center in western Canada. Based on your developing knowledge of Canadian accounting standards for private enterprises (ASPE), you evaluate the financial reporting policies and financial results of the two companies to identify the company that is best suited for your firm's support. Through this case, you will refine your understanding of ASPE and you will exercise your reasoning and analytical skills.     

Strategic sourcing: from periphery to the core

As globalization changes the basis of competition, sourcing is moving from the periphery of corporate functions to the core. Always important in terms of costs, sourcing is becoming a strategic opportunity. But few companies are ready for this shift. Outsourcing has grown so sophisticated that even critical functions like engineering, R&D, manufacturing, and marketing can-and often should-be moved outside. And that, in turn, is changing the way companies think about their organizations, their value chains, and their competitive positions. Already, a handful of vanguard companies are transforming what used to be purely internal corporate functions into entirely new industries. Companies like UPS, Solectron, and Hewitt have created new business models by concentrating scale and skill within a single function. As these and other function-based companies grow, so does the potential value of outsourcing to all companies. Migrating from a vertically integrated company to a specialized provider of a single function is not a winning strategy for everyone. But all companies need to rigorously reassess each of their functions as possible outsourcing candidates. Presented in this article is a simple three-step process to identify which functions your company needs to own and protect, which can be best performed by what kinds of partners, and which could be turned into new business opportunities. The result of such an analysis will be a comprehensive capabilities-sourcing strategy. As a detailed examination of 7-Eleven's experience shows, the success of the strategy often hinges on the creativity with which partnerships are organized and managed. But only by first taking a broad, strategic view of capabilities sourcing can your company gain the greatest benefit from all of its sourcing choices.     

Beyond offshoring: assess your company's global potential

In the past few years, companies have become aware that they can slash costs by offshoring: moving jobs to lower-wage locations. But this practice is just the tip of the iceberg in terms of how globalization can transform industries, according to research by the McKinsey Global Institute (MGI). The institute's yearlong study suggests that by streamlining their production processes and supply chains globally, rather than just nationally or regionally, companies can lower their costs-as we've seen in the consumer-electronics and PC industries. Companies can save as much as 70% of their total costs through globalization--50% from offshoring, 5% from training and business-task redesign, and 15% from process improvements. But they don't have to stop there. The cost reductions make it possible to lower prices and expand into new markets, attracting whole new classes of customers. To date, however, few businesses have recognized the full scope of performance improvements that globalization makes possible, much less developed sound strategies for capturing those opportunities. In this article, Diana Farrell, director of MGI, offers a step-by-step approach to doing both things. Among her suggestions: Assess where your industry falls along the globalization spectrum, because not all sectors of the economy face the same challenges and opportunities at the same time. Also, pay attention to production, regulatory, and organizational barriers to globalization. If any of these can be changed, size up the cost-saving (and revenue-generating) opportunities that will emerge for your company as a result of those changes. Farrell also defines the five stages of globalization-market entry, product specialization, value chain disaggregation, value chain reengineering, and the creation of new markets-and notes the different levers for cutting costs and creating value that companies can use in each phase.     

Fix the process, not the problem

In 1983, a paper company was on the verge of filing Chapter 11 for a subsidiary, a mill acquired two years earlier that was losing more than $1 million a month. One year later, the paper mill was just about breaking even. Today it is a highly profitable operation. What happened? Everyone at the mill became a problem solver. Both managers and mill workers learned to take the initiative not just for identifying problems but also for developing better ways to fix problems and improve products. The key to the mill's success: a multiyear learning process in which employees developed four progressively more sophisticated problem-solving loops: Fix-as-fail-solving problems after they occur. prevention-keeping problems from occurring. Root causes-discovering what is truly causing a problem. Anticipation-solving problems before they occur and finding innovative solutions to customers' problems. Drawing on the paper mill's experience, the authors illustrate the four loops and suggest ways managers can help this organizational learning process move ahead. Paradoxically, a key to becoming a faster, smoother running operation is to start slow and avoid the temptation to jump to root-cause problem solving before you truly understand what your problems are or have freed up the resources to go after them.     

The customer has escaped

Every company makes choices about the channels it will use to go to market. Traditionally, the decision to sell through a discount superstore or a pricey boutique, for instance, was guided by customer demographics. A company would identify a target segment of buyers and go with the channel that could deliver them. It was a fair assumption that certain customer types were held captive by certain channels--if not from cradle to grave, then at least from initial consideration to purchase. The problem, the authors say, is that today's customers have become unfettered. As their channel options have proliferated, they've come to recognize that different channels serve their needs better at different points in the buying process. The result is "value poaching." For example, certain channels hope to use higher margin sales to cover the cost of providing expensive high-touch services. Potential customers use these channels to do research, then leap to a cheaper channel when it's time to buy. Customers now hunt for bargains more aggressively; they've become more sophisticated about how companies market to them; and they are better equipped with information and technology to make advantageous decisions. What does this mean for your go-to-market strategy? The authors urge companies to make a fundamental shift in mind-set toward designing for buyer behaviors, not customer segments. A company should design pathways across channels to help its customers get what they need at each stage of the buying process--through one channel or another. Customers are not mindful of channel boundaries--and you shouldn't be either. Instead, they are mindful of the value of individual components in your channels--and you should be, too.     

A buyer's guide to the innovation bazaar

Companies seeking new ideas or product concepts from outside sources may find the "innovation bazaar," with its wide array of choices and methods of acquiring them, a confusing, chaotic place. Nambisan and Sawhney have crafted a conceptual guide for managers who understand the importance of going outside their firms for innovation but are uncertain about how to do it. The authors' "external sourcing continuum" shows at a glance how shopping for, say, raw ideas compares with shopping for market-ready products in terms of cost, risk, multiplicity of options, and speed of commercialization. Raw ideas, whether acquired directly from the inventor or through a patent broker, licensing agent, or some other intermediary, tend to be low cost but high risk and take a long time to bring to market. Market-ready products, often acquired as stand-alone businesses through a venture capitalist or business incubator, are more expensive and narrow one's choices, but they can be launched quickly and with less risk. Between these two approaches lies a third, facilitated by the "innovation capitalist." This new kind of intermediary provides client companies with access to a broad range of innovative product or technology ideas that are nearly market ready, thereby mitigating early-stage risks and lowering the time to market without significantly increasing acquisition costs. The authors compare the advantages and disadvantages of using intermediaries associated with the three approaches and provide a checklist of factors to consider when placing your company on the external sourcing continuum. If you've been oriented toward one end of the continuum or the other, you can increase your options and your flexibility by expanding into the middle.     

Blurring Firm Boundaries: The Role of Venture Capital in Strategic Alliances

This study documents a new value-added role of venture capitalists and addresses important questions about how resources are combined to create firms. As part of the nexus of contracts surrounding a firm, strategic alliances can be viewed as relational contracts that blur firm boundaries. This paper provides evidence that alliances are more frequent among companies sharing a common venture capitalist. The effect is concentrated in alliances in which contracting problems are more pronounced, consistent with venture capitalists utilizing informational and other advantages in providing resources to firms. Further, these alliances improve the probability of exit for venture-backed firms.     

THE BALANCED CAPITAL STRUCTURE

At leading companies, financial executives are becoming business partners rather than just scorekeepers. In this environment, capital structure can be a source of competitive advantage, and financial strategy issues are critical: Should your company buy back shares or issue stock, grow internally or join the M & A boom, issue fixed-rate debt or stay floating? These decisions must be addressed one company at a time, balancing the competing priorities of cost, risk, and flexibility. The most important issue, target leverage, depends on the company's desired risk profile, growth plans, and debt cost considerations. But market conditions are also very important: Can the company access the equity market? How will a repurchase announcement be interpreted? Market conditions also affect the raising of debt capital. Rather than maintaining a constant mix of fixed- to floating-rate debt, companies should shift the mix during high- or low-yield environments. Many other financing issues will effectively be decided by market convention. For example, meeting a company's needs with respect to seniority, maturity structure, call flexibility, and financial covenants is often accomplished simply by choosing the market that most closely matches the firm's cost and risk preferences.     

The Role of Private Equity in Life Sciences

In a roundtable published in this journal a year ago, there was a clear consensus that the R&D function in big pharma was inefficient and in need of major restructuring, possibly through increased investments by venture capital and private equity firms. In this discussion, an accomplished group of industry practitioners begins by looking at the prospects for both venture capital and private equity to play meaningful roles in financing early- and mid-stage drug development. In so doing, they explore questions like the following:

• • Are there ways for big pharma and biotech to reduce “science risk” and make R&D funding more profitable and attractive to venture capital and private equity—and perhaps even hedge funds?
• • What roles do you see for specialty PE firms like Symphony Capital and Paul Capital, which are now bundling mid-stage development assets and securitizing royalties?

Then the panelists turn to the broader life sciences industry and consider the outlook for leveraged private equity transactions involving marketed products, late-stage development, and services. Here they consider issues like the following:

• • Will PE be attracted to less-R&D-intensive activities like medtech and generics?
• • Have the recent consolidation through mergers and reorganization of big pharma into decentralized business units created opportunities for carve-outs of certain businesses?

For big pharma and life sciences companies in general, the answers to such questions point to greater specialization and focus achieved partly through strategic alliances with venture capital, private equity, and even hedge funds, and involving marketed products and services as well as early-stage drug development.     

A real-world way to manage real options

Each corporate growth project is an option, in the sense that managers face choices--push ahead or pull back--along the way. Yet many companies hesitate to apply options theory to initiatives such as R&D and geographic expansion, partly because these "real" options are highly complex. In this article, the authors make the case that the complexity of real options can be eased through the use of a binomial valuation model. Many of the problems with real-options analysis stem from the use of the Black-Scholes-Merton model, which isn't suited to real options. Binomial models, by contrast, are simpler mathematically, and you can tinker with a binomial model until it closely reflects the project you wish to value. Suppose your company is considering investing in a new plant. To use the binomial model, you must create an "event tree" to figure out the full range of possible values for the plant during the project's lifetime--next year, at the end of the design phase, upon completion. Then you work backward from the value at completion, factoring in the various investments, to determine the value of the project today. These calculations provide you with numbers for all the possible future values of the option at the various points where a decision needs to be made on whether to continue with the project. The authors also address another criticism of real options: that gaps often arise between theoretical and realized values of options of all types. Such gaps may be largely the result of managers exercising options at the wrong time. To improve the way it manages its real options, a company can look out for the decision trigger points that correspond to the nodes on a binomial decision tree. The trigger points should not only tell managers when they need to decide on exercise but also specify rules governing the exercise decisions.     

我国上市公司分拆上市的市场反应研究：基于东北高速的案例分析

随着我国资本市场的不断完善和发展,分拆上市越来越成为我国资产重组的重要方式,发展和完善我国上市公司分拆上市对我国资本市场的建设具有重要的意义。本文首先探讨了上市公司分拆上市的经济动机和分拆上市的市场表现以及我国上市公司分拆上市的发展路径,并以东北高速的案例采用事件研究法进行了分析,最后从监管机构和上市公司两个层面提出相关建议。     

创业投资IPO偏低定价与退出绩效实证研究

本文以1993～2006年在香港主板和创业板上市的133家H股公司为研究对象，对其偏低定价和短长期绩效情况进行了实证分析。研究表明，创业投资支持的公司的IPO偏低定价程度低于非创业投资支持的公司。创业投资支持的公司在香港主板市场的IPO偏低定价程度、长短期绩效均低于香港创业板市场，且在香港主板上市后的长期绩效呈不断下降趋势。在香港主板市场上，退出绩效与IPO偏低定价显著负相关。对创业投资支持的公司来说，在热发行期退出将获得更好的绩效。     

Arm yourself for the coming battle over Social Security

The U.S. Social Security system is in deep trouble--and that's not just bad news for your friends and family. It's also bad news for your company. Unless the Social Security system is changed, by 2017 the cash flowing out of it will exceed the cash coming in, and by 2041 the system will be utterly insolvent. But the trouble will start sooner than that: In the next decade, the very prospect of the rising deficit will mean serious pressure on recent tax cuts, higher long-term interest rates, increased pension-funding costs, and other punishing conditions for U.S. businesses. Clearly, there's a lot at stake for companies, which is why executives need to participate in the growing debate about Social Security reform, says Robert Pozen, a visiting professor at Harvard Law School who served on the President's Commission to Strengthen Social Security. In this article, he urges business leaders to take a stance on how the system should be reformed, suggesting they work with interest groups to make their voices heard. After taking a comprehensive look at the debates surrounding Social Security reform, Pozen outlines the three main alternatives executives might choose to support: increasing contributions to Social Security, decreasing the growth of benefits for more-affluent workers, and increasing investment returns on Social Security assets. What's needed to fix the current system, he contends, is a careful balance of all three.     

Is your company ready for one-to-one marketing?

One-to-one marketing, also known as relationship marketing, promises to increase the value of your customer base by establishing a learning relationship with each customer. The customer tells you of some need, and you customize your product or service to meet it. Every interaction and modification improves your ability to fit your product to the particular customer. Eventually, even if a competitor offers the same type of service, your customer won't be able to enjoy the same level of convenience without taking the time to teach your competitor the lessons your company has already learned. Although the theory behind one-to-one marketing is simple, implementation is complex. Too many companies have jumped on the one-to-one band-wagon without proper preparation--mistakenly understanding it as an excuse to badger customers with excessive telemarketing and direct mail campaigns. The authors offer practical advice for implementing a one-to-one marketing program correctly. They describe four key steps: identifying your customers, differentiating among them, interacting with them, and customizing your product or service to meet each customer's needs. And they provide activities and exercises, to be administered to employees and customers, that will help you identify your company's readiness to launch a one-to-one initiative. Although some managers dismiss the possibility of one-to-one marketing as an unattainable goal, even a modest program can produce substantial benefits. This tool kit will help you determine what type of program your company can implement now, what you need to do to position your company for a large-scale initiative, and how to set priorities.     

Coming up short on nonfinancial performance measurement

Companies in increasing numbers are measuring customer loyalty, employee satisfaction, and other nonfinancial areas of performance that they believe affect profitability. But they've failed to relate these measures to their strategic goals or establish a connection between activities undertaken and financial outcomes achieved. Failure to make such connections has led many companies to misdirect their investments and reward ineffective managers. Extensive field research now shows that businesses make some common mistakes when choosing, analyzing, and acting on their nonfinancial measures. Among these mistakes: They set the wrong performance targets because they focus too much on short-term financial results, and they use metrics that lack strong statistical validity and reliability. As a result, the companies can't demonstrate that improvements in nonfinancial measures actually affect their financial results. The authors lay out a series of steps that will allow companies to realize the genuine promise of nonfinancial performance measures. First, develop a model that proposes a causal relationship between the chosen nonfinancial drivers of strategic success and specific outcomes. Next, take careful inventory of all the data within your company. Then use established statistical methods for validating the assumed relationships and continue to test the model as market conditions evolve. Finally, base action plans on analysis of your findings, and determine whether those plans and their investments actually produce the desired results. Nonfinancial measures will offer little guidance unless you use a process for choosing and analyzing them that relies on sophisticated quantitative and qualitative inquiries into the factors actually contributing to economic results.     

MarketBusting: strategies for exceptional business growth

If company leaders were granted a single wish, it would surely be for a reliable way to create new growth businesses. Business practitioners'overwhelming interest in this subject prompted the authors to conduct a three-year study of organizational growth--specifically, to find out which growth strategies were most successful. They discovered, somewhat to their surprise, that even companies in mature industries found rich new sources of growth when they reconfigured their unit of business (what they bill customers for) or their key metrics (how they measure success). In this article, the authors outline these and other moves companies can make to redefine their profit drivers and realize low-risk growth. They offer plenty of real-world examples. For instance: CHANGING YOUR UNIT OF BUSINESS: Once a conventional printing house, Madden Communications not only prints promotional materials for customers but also manages the distribution and installation of those materials on-site. Its revenues grew from dollars 1o million in 1990 to dollars 133 million in 2004, in an industry that many had come to regard as hopelessly mature. IMPROVING YOUR KEY METRICS-PARTICULARLY PRODUCTIVITY: Lamons Gasket, with dollars 80 million in revenues, built a Web site that radically improved its customers' ability to find, order, and pay for goods. The firm's market share rose along with its customer retention rate. The authors also suggest ways to identify your unit of business and associated key metrics and recognize the obstacles to changing them; review the key customer segments you serve; assess the need for new capabilities and the potential for internal resistance to change; and communicate to internal and external constituencies the changes you wish to make in your unit of business or key metrics.     

Connected VCs and strategic alliances: Evidence from biotech companies

We study a new channel through which portfolio companies benefit from ties among venture capitalists (VCs). By tracing individual VCs' investment and syndication histories, we show that VCs' ties improve companies' access to strategic alliance partners. While existing studies demonstrate that alliances are more frequent among companies sharing the same VC, we provide evidence that alliances are also more frequent among companies indirectly connected through VC syndication networks. In addition, our results suggest that VCs' ties mitigate asymmetric information problems that arise when alliances are formed. Finally, strategic alliances between companies from connected VCs' portfolios tend to perform well. We demonstrate that this type of alliance is associated with higher IPO chances. We also address alternative explanations and related endogeneity concerns.     

Are you in with the in crowd?

At the core of your company, there is a group of people who seem to call the shots--or, rather, all the shots seem to be called for their benefit. This core group can't be found on any organization chart. It exists in people's hearts and minds. It comprises the people whose perceived interests and needs are taken into account as decisions are made throughout the organization. In most companies, talking explicitly about this group is taboo; its existence seems to contradict the vital corporate premise that we all have a common stake in the firm's success. In the best organizations, the core group can be a resource: Members represent the unique values and knowledge that distinguish their companies. When core groups display independence, creativity, and power, the rest of the company follows. Such behavior on the part of the company, in turn, creates value for shareholders, especially over the long term. But because of the core group's enormous power, members need to make themselves aware of the signals they send, both intended and unintended. For better and for worse, the core group reinforces whatever it pays attention to. A core group member who casually mentions a product might well discover three weeks later that someone has spent $1 million introducing it. If you do not know who constitutes the core group in your organization, or what the members stand for, you may find that leading will be extremely difficult--even if you are ostensibly the person in charge. If you want to move the organization in a new direction, you may need to explicitly challenge the core group. Otherwise the rest of the organization will not go along.     

Gurus in the garage

Before the days of the Internet, it was primarily venture capitalists who coached young entrepreneurs in Silicon Valley. Today, because of the phenomenal number of new companies, venture capitalists are just too busy. The largest firms still take on a few carefully selected, highly promising zero-stage start-ups, but they simply can't spend the time on ones that aren't going to grow huge quickly. To fill the void, a new breed of adviser has stepped in to coach entrepreneurs. Called mentor capitalists, they help entrepreneurs with everything from recruiting top talent to attracting their first million in seed money. The mentor capitalists in Silicon Valley are cashed-out, highly successful business architects who no longer want to start businesses but who love the thrill of the entrepreneurial game. They spend hours and hours with first-time entrepreneurs, guiding them as they create and refine a business model, test their ideas in the marketplace, build business processes, raise money, and find talent. The authors of this article found through dozens of extensive interviews with entrepreneurs and their coaches that mentor capitalists play many roles: sculptor, psychologist, diplomat, kingmaker, talent magnet, process engineer, and rainmaker. In exchange for small equity stakes, the mentor capitalists wear these different hats, doling out expertise just in time, as situations arise, and in doses appropriate to the situation. Mentor capitalists seed Silicon Valley with expertise and knowledge, augmenting or even substituting for classes in entrepreneurship at local universities. But, as the authors note, the role of the mentor capitalist is essential to any start-up, anywhere.