Planning Buy-Sell Agreements In The Hospitality Industry

In the article - Planning Buy-Sell Agreements In The Hospitality Industry - by John M. Tarras, Assistant Professor, School of Hotel, Restaurant and Institutional Management at Michigan State University, the author initially observes: “The vast majority of hospitality firms (restaurants, hotels, etc.) would be considered closely-held corporations. As such, they have unique planning problems compared to large, publicly-traded hospitality firms. One area of special concern to the closely-held hospitality firm is the planning and adoption of a buy-sell agreement.” The above thesis statement outlines the heart of the article; the buy-sell agreement in regard to smaller [closely held, as Tarras calls them] corporations. The theory is narrow and pro-active, spanning the gap between personal-to-corporate stock manipulations. “The primary purpose of a buy-sell agreement is to contribute to the orderly transfer of a shareholder's stock in a hospitality firm upon some future incident [typically retirement, withdrawal of a shareholder, disability, or death], as Tarras defines the concept. “The hospitality firm or the other shareholders would be committed to purchase the departing shareholder's stock at an agreed upon price and method, and to ensure that ample cash will be obtainable for such an impending sale. The buy-sell agreement provides a market for the shareholder or the shareholder's estate for the sale of otherwise illiquid stock,” the author further provides as canons of buy-sell agreements. In defining the buy-sell agreement with restrictive clauses, Tarras demonstrates, “…many closely-held hospitality firms desire to limit ownership to those individuals, either family or principal corporate employees, who are essential to the well-being of the firm.” Tarras says, another element of the buy-sell agreement is to furnish the departing shareholder with liquidity. “…there typically is some form of cash down payment with the remainder denoted by an interest-bearing promissory note [usually 5 to 15 years],” he informs. “The departing shareholders may require that the hospitality firm pledge the assets of the firm and that the remaining shareholders personally guarantee the promissory note.” “…the most frequent reason for establishing buy-sell agreements is for estate planning purposes,” Tarras says. There are tax advantages and liabilities for both the seller and buyer of stock via the buy-sell agreement, and the author enumerates many of these. One, big advantage of the buy-sell agreement is that it provides for the running of the company with a minimum of disruption through the stock-cash transition process, Tarras offers.

Firm-level utilization rates of regional trade agreements : importers' perspective

While previous theoretical studies have examined exporters' choice of tariff schemes without considering explicit heterogeneity of importers, an empirical analysis on regional trade agreement (RTA) utilization is, in general, possible by employing trade data covering the importers' side. To better link the empirical analysis with a theoretical model, this study develops a model that sheds light on the role of both importers' and exporters' characteristics in RTA utilization. The model enables us to replicate stylized facts concerning importers' RTA utilization. Based on this model, we derive some propositions on the determinants of RTA utilization rates (i.e., share of imports under RTA schemes out of total imports) at an import firm-product level. Finally, we found that these theoretical predictions are supported by highly detailed import data in Thailand from Australia from 2007 to 2009.

Editor's choice Regional trade agreements and export competitiveness: the uncertain path of Nicaragua’s apparel exports under CAFTA

The Central American Free Trade Agreement (CAFTA) has been a mixed blessing for economic development. While exports to the US economy have increased, dependency may hinder economic growth if countries do not diversify or upgrade before temporary provisions expire. This article evaluates the impact of the temporary Tariff Preference Levels (TPLs) granted to Nicaragua under CAFTA and the consequences of TPL expiration. Using trade statistics, country- and firm-level data from Nicaragua’s National Free Zones Commission (CNZF) and data from field research, we estimate Nicaragua’s apparel sector will contract as much as 30–40% after TPLs expire. Our analysis underscores how rules of origin and firm nationality affect where and how companies do business, and in so doing, often constrain sustainable export growth.

From brown envelopes to community benefits: the co-option of planning gain agreements under deepening neoliberalism

The provision of physical and social infrastructure in the form of roads, green spaces and community facilities has traditionally been provided for by the state through the general taxation system. However, as the state has been transformed along more neoliberal lines, the private sector is increasingly relied upon to deliver public goods and services. Planning gain agreements have flourished within this context by offering another vehicle through which local facilities are privately funded. Whilst these agreements reflect the broader dynamics of neoliberalism, they are commonly viewed as a tool which can be employed to challenge these very dynamics by empowering local communities to secure more just planning outcomes. This paper counters such claims. Based on evidence gathered from 80 interviews with planners, councillors, developers and community groups in Ireland, the paper demonstrates how planning gain agreements have been strategically redeployed by the holders of political and economic power to serve their own ends. In seeking to understand why and how this has occurred, specific consideration is given to the changing power dynamics between the state and private capital under neoliberalism. The paper highlights how institutional arrangements have enabled developers to infiltrate the political sphere in more subtle and implicit ways than ever before. We conclude by arguing that planning gain must be understood as a mechanism which has been manipulated in ways which essentially work to preserve and enhance, rather than redress, existing power imbalances in the planning system by facilitating large scale transfers of wealth upwards in society.

Agreed-upon procedures reports on twelve agreements between the Bureau of Nutrition and Health Services of the Iowa Department of Education and child care centers for the period October 1, 2014 through September 30, 2015

Agreed-upon procedures reports on twelve agreements between the Bureau of Nutrition and Health Services of the Iowa Department of Education and child care centers for the period October 1, 2014 through September 30, 2015

RoMEO studies 7: creation of a controlled vocabulary to analyse copyright transfer agreements

This paper describes the process of creating a controlled vocabulary which can be used to systematically analyse the copyright transfer agreements (CTAs) of journal publishers with regard to self-archiving. The analysis formed the basis of the newly created Copyright Knowledge Bank of publishers’ self-archiving policies. Self-archiving terms appearing in publishers’ CTAs were identified and classified, with these then being simplified, merged, and discarded to form a definitive list. The controlled vocabulary consists of three categories that describe ‘what’ can be self-archived, the ‘conditions’ of self-archiving and the ‘restrictions’ of self-archiving. Condition terms include specifications such as ‘where’ an article can be self archived, restriction terms include specifications such as ‘when’ the article can be self archived. Additional information on any of these terms appears in ‘free-text’ fields. Although this controlled vocabulary provides an effective way of analysing CTAs, it will need to be continually reviewed and updated in light of any major new additions to the terms used in publishers’ copyright and self-archiving policies.

Firm-level trade creation and diversion of regional trade agreements in Thailand

Using highly detailed import data for Thailand, this paper examines firm-level trade creation and diversion of regional trade agreements (RTAs). Specifically, by focusing on firm-product pairs in which firms import a particular product from non-members but not from RTA members in the initial year of our sample, we empirically investigate the start of imports from RTA members under RTA schemes and the cessation of imports from non-members at the firm-level. We find that firms are more likely to stop importing products with low RTA tariff rates or high most-favored-nation tariff rates from non-members and to start importing such products from RTA member countries. However, from the quantitative point of view, there are very few firms that switch import sources from non-members to RTA members when facing the introduction of RTA schemes.

Explaining the Outcomes of Negotiations of Economic Partnership Agreements between the European Union and the African, Caribbean and Pacific Regional Economic Communities - Comparing EU-CARIFORUM and EU-ECOWAS EPAs

The European Commission has been negotiating Economic Partnership Agreements (EPAs) with Regional Economic Communities of African, Caribbean and Pacific Group of States since 2002. The outcomes have been mixed. The negotiations with the Caribbean Forum (CARIFORUM) concluded rather more quickly than was initially envisaged, whereas negotiations with West African Economic Community (ECOWAS) and the remaining ACP regions have been dragging on for several years. This research consequently addresses the key question of what accounts for the variations in the EPA negotiation outcomes, making use of a comparative research approach. It evaluates the explanatory power of three research variables in accounting for the variation in the EPA negotiations outcomes – namely, Best Alternative to the Negotiated Agreement (BATNA); negotiation strategies; and the issues linkage approach – which are deduced from negotiation theory. Principally, the study finds that, the outcomes of the EPA negotiations predominantly depended on the presence or otherwise of a “Best Alternative” to the proposed EPA; that is then complemented by the negotiation strategies pursued by the parties, and the joint application of issues linkage mechanism which facilitated a sense of mutual benefit from the agreements.