Sale of Businesses in Australia (2nd ed.)

The greater volume of businesses sold in Australia each year are small to medium enterprises. The administration of business contracts presents far different challenges than, for example, contracts for the sale of goods alone or contracts for the sale of land. The subject matter comprises both real and personal, and tangible and intangible property. Other considerations that do not affect those other commonplace contracts include dealing with employees who are both remaining and departing, taking account of restraints of trade, and the phenomena of the passing of property being different in respect of different forms of property being transferred in the same contract. In keeping with the format of the previous edition, the book is written with the busy practitioner in mind. It deals with the formation of business contracts, all aspects of disclosure both contractual and statutory, the role of agents, and detailed consideration of the different types of subject matter of small business contracts including, the lease of the premises, intellectual property, goodwill, licences, book debts and plant and equipment. It has up to date treatment of income tax implications of the sale and the impact of the latest Commonwealth legislation on dealing with employees of a business on sale. Consistent with the last edition, the book has chapters on time of the essence and completion, personal securities, restraint of trade clauses, special conditions and remedies for breach by both parties and misleading or deceptive conduct by the seller. In relation to personal securities, whilst the current State and Territory based law on Bills of Sale and other Chattel Securities has been the subject of commentary, the proposed national reform agenda has also been commented upon although that legislation is not due until May 2010 at the earliest

The insured's non-disclosure in the formation of insurance contracts : a comparative perspective

The requirements that an insured disclose all facts material to a transaction as well as not misrepresent material facts in the formation of an insurance contract are universal requirements of insurance law. The nature and extent of these obligations varies from one jurisdiction to the next. Disclosure in the insurance context is distinct from the general approach in commercial contracts, and in others between persons dealing at arm's length. It is the purpose of this article therefore to examine, on a comparative basis, the approaches adopted in the Anglo-Commonwealth context of England, Australia New Zealand and Singapore to the resolution of disclose issues in the formation of insurance contracts. Particular attention is focused on the Insurance Contracts Act 1984 (Australia) as this statue effects the most significant overhaul of the common law and the National Consumer Council in the United Kingdom has advocated that similar reforms be adopted.

Controlled flexibility and lifecycle management of business processes through extensibility

Vendors provide reference process models as consolidated, off-the-shelf solutions to capture best practices in a given industry domain. Customers can then adapt these models to suit their specific requirements. Traditional process flexibility approaches facilitate this operation, but do not fully address it as they do not sufficiently take controlled change guided by vendors' reference models into account. This tension between the customer's freedom of adapting reference models, and the ability to incorporate with relatively low effort vendor-initiated reference model changes, thus needs to be carefully balanced. This paper introduces process extensibility as a new paradigm for customizing reference processes and managing their evolution over time. Process extensibility mandates a clear recognition of the different responsibilities and interests of reference model vendors and consumers, and is concerned with keeping the effort of customer-side reference model adaptations low while allowing sufficient room for model change.

Identification and analysis of business and software services : A consolidated approach

Although the benefits of service orientation are prevalent in literature, a review, analysis, and evaluation of the 30 existing service analysis approaches presented in this paper have shown that a comprehensive approach to the identification and analysis of both business and supporting software services is missing. Based on this evaluation of existing approaches and additional sources, we close this gap by proposing an integrated, consolidated approach to business and software service analysis that combines and extends the strengths of the examined methodologies.

Trust and strong ties in the selection and evaluation of business advisors by small firms

Principal Topic A small firm is unlikely to possess internally the full range of knowledge and skills that it requires or could benefit from for the development of its business. The ability to acquire suitable external expertise - defined as knowledge or competence that is rare in the firm and acquired from the outside - when needed thus becomes a competitive factor in itself. Access to external expertise enables the firm to focus on its core competencies and removes the necessity to internalize every skill and competence. However, research on how small firms access external expertise is still scarce. The present study contributes to this under-developed discussion by analysing the role of trust and strong ties in the small firm's selection and evaluation of sources of external expertise (henceforth referred to as the 'business advisor' or 'advisor'). Granovetter (1973, 1361) defines the strength of a network tie as 'a (probably linear) combination of the amount of time, the emotional intensity, the intimacy (mutual confiding) and the reciprocal services which characterize the tie'. Strong ties in the context of the present investigation refer to sources of external expertise who are well known to the owner-manager, and who may be either informal (e.g., family, friends) or professional advisors (e.g., consultants, enterprise support officers, accountants or solicitors). Previous research has suggested that strong and weak ties have different fortes and the choice of business advisors could thus be critical to business performance) While previous research results suggest that small businesses favour previously well known business advisors, prior studies have also pointed out that an excessive reliance on a network of well known actors might hamper business development, as the range of expertise available through strong ties is limited. But are owner-managers of small businesses aware of this limitation and does it matter to them? Or does working with a well-known advisor compensate for it? Hence, our research model first examines the impact of the strength of tie on the business advisor's perceived performance. Next, we ask what encourages a small business owner-manager to seek advice from a strong tie. A recent exploratory study by Welter and Kautonen (2005) drew attention to the central role of trust in this context. However, while their study found support for the general proposition that trust plays an important role in the choice of advisors, how trust and its different dimensions actually affect this choice remained ambiguous. The present paper develops this discussion by considering the impact of the different dimensions of perceived trustworthiness, defined as benevolence, integrity and ability, on the strength of tie. Further, we suggest that the dimensions of perceived trustworthiness relevant in the choice of a strong tie vary between professional and informal advisors. Methodology/Key Propositions Our propositions are examined empirically based on survey data comprising 153 Finnish small businesses. The data are analysed utilizing the partial least squares (PLS) approach to structural equation modelling with SmartPLS 2.0. Being non-parametric, the PLS algorithm is particularly well-suited to analysing small datasets with non-normally distributed variables. Results and Implications The path model shows that the stronger the tie, the more positively the advisor's performance is perceived. Hypothesis 1, that strong ties will be associated with higher perceptions of performance is clearly supported. Benevolence is clearly the most significant predictor of the choice of a strong tie for external expertise. While ability also reaches a moderate level of statistical significance, integrity does not have a statistically significant impact on the choice of a strong tie. Hence, we found support for two out of three independent variables included in Hypothesis 2. Path coefficients differed between the professional and informal advisor subsamples. The results of the exploratory group comparison show that Hypothesis 3a regarding ability being associated with strong ties more pronouncedly when choosing a professional advisor was not supported. Hypothesis 3b arguing that benevolence is more strongly associated with strong ties in the context of choosing an informal advisor received some support because the path coefficient in the informal advisor subsample was much larger than in the professional advisor subsample. Hypothesis 3c postulating that integrity would be more strongly associated with strong ties in the choice of a professional advisor was supported. Integrity is the most important dimension of trustworthiness in this context. However, integrity is of no concern, or even negative, when using strong ties to choose an informal advisor. The findings of this study have practical relevance to the enterprise support community. First of all, given that the strength of tie has a significant positive impact on the advisor's perceived performance, this implies that small business owners appreciate working with advisors in long-term relationships. Therefore, advisors are well advised to invest into relationship building and maintenance in their work with small firms. Secondly, the results show that, especially in the context of professional advisors, the advisor's perceived integrity and benevolence weigh more than ability. This again emphasizes the need to invest time and effort into building a personal relationship with the owner-manager, rather than merely maintaining a professional image and credentials. Finally, this study demonstrates that the dimensions of perceived trustworthiness are orthogonal with different effects on the strength of tie and ultimately perceived performance. This means that entrepreneurs and advisors should consider the specific dimensions of ability, benevolence and integrity, rather than rely on general perceptions of trustworthiness in their advice relationships.

The roles and importance of formal and informal sources of business support in young firms : evidence from the UK’s 2008 Federation of Small Business Survey

Objectives This research explores the relationship between young firms, their growth orientation-intention and a range of relationships which can be seen to provide business support. Prior-work Research indicates that networks impact the firm’s ability to secure resources (Sirmon and Hitt 2003; Liao and Welsch. 2004; Hanlon and Saunders 2007). Networks have been evaluated in a number of ways ranging from simple counts to characteristics of their composition (Davidsson and Honig 2003), strength of relationships (Granovetter 1973) and network diversity (Carter et al 2003). By providing access to resources and knowledge (from start-up assistance and raising capital, (e.g. Smallbone et al, 2003), networks may assist in enabling continued persistence during those times where firms may experience resource constraints owing to firm growth (Baker and Nelson 2005). Approach The data used in this research was generated in the 2008 UK Federation of Small Businesses (FSB) survey. Over 1,000 of the firms responding were found to fall into the category of “young”, ((defined as firms under 4 years old). Firms were considered the unit of analysis with the entrepreneur being the chief spokesperson for the firm. Preliminary data analysis considered key demographic characteristics and industry classifications, comparing the FSB data with that of the UK government’s own (BERR) Small Business Surveys of 2007 and 2008, to establish some degree of representativeness of the respondents. The analysis then examined networks with varying potential ability to provide support for young firms, the networks measured in terms of number, diversity, characteristic and strength in its relationship to young firm growth orientation. The diversity of business-support-related relationships ranged from friends and family, through professional services, customers and suppliers, and government business services, to trade associations and informal business networks. The characteristics of these formal and informal sources of support for new businesses are examined across a range of business support-type activities for new firms. The number of relationships and types of business support are also explored. Finally, the strength of these relationships is examined by analysis of the source of business support, type of business support, and links to the growth orientation-intention of the firm, after controlling for a number of key variables related to firm and industry status and owner characteristics. Results Preliminary analysis of the data by means of univariate analysis showed that average number of sources of advice was around 2.5 (from a potential total of 6). In terms of the diversity of relationships, universities had by far the smallest percentage of firms receiving beneficial advice from them. Government business services were beneficially used by 40% of young firms, the other relationship types being around the 50-55% mark. In terms of characteristics of the advice, the average number of areas in which benefit was achieved was around 5.5 of a maximum of 15. Start-up advice has by far the highest percentage of firms obtaining beneficial advice, with increasing sales, improving contacts and improving confidence being the other categories at or around the 50% mark. Other market-focused areas where benefits were also received were in the areas of new markets, existing product improvements and new product improvements, where around 40% of the young responding firms obtained benefit. Regression techniques evaluating the strength of these relationships in terms of the links between business support (by source of support, type of support, and range of support) and firm growth orientation-intention focus highlighted a number of significant relationships, even after controlling for a range of other explanatory variables identified in the literature. Specifically, there was found to be a positive relationship between receiving business advice generally (regardless of type or source) and growth orientation. This relationship was seen to be stronger, however, when looking at the number of types of beneficial advice received, and stronger again for the number of sources of this advice. In terms of individual sources of advice, customers and suppliers had the strongest relationship with growth, with Government business services also found to be significant. Combining these two sources was also seen to increase the strength of the relationship between these two sources of advice and growth orientation. In considering areas of support, growth was most strongly positively related to advice that benefited the development of new products and services, and also business confidence, but was negatively related to advice linked to business recovery. Finally, amalgamating the 4 key types and sources of advice to examine the impact of combinations of these types and sources of advice also improved the strength of the relationship. Implications The findings will assist in the understanding of young firms in general and growth more specifically, particularly the role and importance of specific sources, types and combinations of business support used more extensively by new young growth-oriented firms. Value This research may assist in processes designed to allow entrepreneurs to make better decisions; educators and support organizations to develop better advice and assistance, and Governments design better conditions for the creation of new growth-oriented businesses.

The ideological context of business : capital

This chapter focuses on the major social ruptures and developments that are most significant in the historical emergence and development of Capital and, more precisely, on those ruptures that highlight the most significant ethical issues upon which Capital, as a form of social organisation, is premised. Capital is most often viewed as a system of relationships between “things”, like land, labour, machinery, money, and so on. But this is to obscure the human relationships within which Capital flourishes.

Modernist 16-19 Business Education in a Postmodern world - critical evidence of business practice and business education in the cultural industries

This article examines the continued relevance of the 16-19 business education curriculum in the UK, stimulated by doubts expressed by Thomas (1996), over its continued relevance. We express a concern that business education needs, but is struggling, to respond to significant societal shifts in consumption and production strategies that do not sit easily within traditional theories of business practice currently underpinning 16-19 business education. We examine firstly, the extent to which a formal body of knowledge couched in a modernist discourse of facts and objectivity can cope with the changing and fluid developments in much current business practice that is rooted in the cultural and symbolic. Secondly, the extent to which both academic and vocational competences provide the means for students to develop a framework of critical understanding that can respond effectively to rapidly changing business environments.Findings are based on research conducted jointly by the University of Manchester and the Manchester Institute for Popular Culture at Manchester Metropolitan University. The growth of dynamism of the cultural industries sector - largely micro-businesses and small and medium sized enterprises (SMEs) -encapsulates forms of business knowledge, business language and business practice which may not immediately fit with the models provided within business education. Results suggest increasingly reflexive forms of consumption being met by similarly reflexive and flexible modes of production.Our evidence suggests that whilst modernist business knowledge is often the foundation for many 16-19 business education courses, these programmes of study/training do not usually reflect the activities of SME and micro-business practitioners in the cultural industries. Given the importance of cultural industries in terms of the production strategies required to meet increasingly reflexive markets, it is suggested that there may be a need to incorporate a postmodern approach to the current content and pedagogy; one that is contextual, cultural and discursive.

Communication of business process models via virtual environment simulations

Games and related virtual environments have been a much-hyped area of the entertainment industry. The classic quote is that games are now approaching the size of Hollywood box office sales [1]. Books are now appearing that talk up the influence of games on business [2], and it is one of the key drivers of present hardware development. Some of this 3D technology is now embedded right down at the operating system level via the Windows Presentation Foundations – hit Windows/Tab on your Vista box to find out... In addition to this continued growth in the area of games, there are a number of factors that impact its development in the business community. Firstly, the average age of gamers is approaching the mid thirties. Therefore, a number of people who are in management positions in large enterprises are experienced in using 3D entertainment environments. Secondly, due to the pressure of demand for more computational power in both CPU and Graphical Processing Units (GPUs), your average desktop, any decent laptop, can run a game or virtual environment. In fact, the demonstrations at the end of this paper were developed at the Queensland University of Technology (QUT) on a standard Software Operating Environment, with an Intel Dual Core CPU and basic Intel graphics option. What this means is that the potential exists for the easy uptake of such technology due to 1. a broad range of workers being regularly exposed to 3D virtual environment software via games; 2. present desktop computing power now strong enough to potentially roll out a virtual environment solution across an entire enterprise. We believe such visual simulation environments can have a great impact in the area of business process modeling. Accordingly, in this article we will outline the communication capabilities of such environments, giving fantastic possibilities for business process modeling applications, where enterprises need to create, manage, and improve their business processes, and then communicate their processes to stakeholders, both process and non-process cognizant. The article then concludes with a demonstration of the work we are doing in this area at QUT.

Efficient and accurate retrieval of business process models through indexing

Recent years have seen an increased uptake of business process management technology in industries. This has resulted in organizations trying to manage large collections of business process models. One of the challenges facing these organizations concerns the retrieval of models from large business process model repositories. For example, in some cases new process models may be derived from existing models, thus finding these models and adapting them may be more effective than developing them from scratch. As process model repositories may be large, query evaluation may be time consuming. Hence, we investigate the use of indexes to speed up this evaluation process. Experiments are conducted to demonstrate that our proposal achieves a significant reduction in query evaluation time.

Practising public relations in the global community of the 21st century : a comparison of business practices and culture in three world regions

Non-Western practitioners across the globe instinctively attempt to implement Western-based public relations models and theories, often unsuccessfully, regardless of their surrounding environment. This paper reviews business practices and reveals that in Europe, company interests are a main priority, while in Asia, the line between business and personal relationships is extremely blurred. Cultural dimensions and topois were even more varied between the three regions. Implications for the adoption of Western models of public relations practice are discussed.

Clone Detection in Repositories of Business Process Models

Business process model repositories capture precious knowledge about an organization or a business domain. In many cases, these repositories contain hundreds or even thousands of models and they represent several man-years of effort. Over time, process model repositories tend to accumulate duplicate fragments, as new process models are created by copying and merging fragments from other models. This calls for methods to detect duplicate fragments in process models that can be refactored as separate subprocesses in order to increase readability and maintainability. This paper presents an indexing structure to support the fast detection of clones in large process model repositories. Experiments show that the algorithm scales to repositories with hundreds of models. The experimental results also show that a significant number of non-trivial clones can be found in process model repositories taken from industrial practice.