Showing posts with label Tips to Investors. Show all posts
Showing posts with label Tips to Investors. Show all posts

Is It Worth Becoming a Partner?



It’s a fact of life in the Big Four :you are there to become a partner. This expectation may not be explicit in Big Four culture, but the undercurrent is undeniable. If your every decision is not focused on becoming a “member of the firm”, your career is in perpetual jeopardy. The whole reason for your being is to attain that status.

The mystique of the partnership is evaporating, and it could change the character and composition of the Big Four fundamentally. Yes, Mr. Dylan, the times, they are a-changin’. Anecdotally, more and more senior managers talk quietly – never publicly – about what their next moves would be. Those illicit conversations occurred in hushed tones away from the office – often emerging from frank advice offered to more junior staff members.

But, where do you go?

Many senior managers are considering VP and C-level positions instead of shooting for the partnership. Citing lifestyle desires (i.e. getting off the road), earning potential, and less politically charged environments, even top-performing senior managers are exploring careers outside the Big Four.

Aside from these internal pressures, up-and-comers clearly have concerns about the resilience – and costs – of the partnership structure. Once upon a time, the partnership buy-in was considered a pristine investment opportunity. The past few years, though, have called this perception into question.

It all started with Enron.

Many of the consultants and accountants in our community are still in pain from the collapse of Andersen – especially the ex-Andersen folks who have sought refuge at the remaining Big Four. Professionals who worked at Andersen, especially former partners, are acutely aware of the risks inherent in buying into the partnership. New partners, with fewer than five years as members of Andersen, were brutalized financially. Their buy-in loans were collateralized with their partnership units. The collapse of Andersen led to a negative equity situation for them; partners owed hundreds of thousands of dollars and could not divest their units to repay the loans.

A similar fear rippled through KPMG, recently. Under investigation for selling abusive tax shelters, KPMG settled with the Justice Department. The settlement included a fine of $456 million. While KPMG avoided the fate of Andersen, the resulting fine equates to around $300 thousand for each of KPMG’s 1,600 partners.

The declining interest in firm membership is supported by potential changes in firm organization. Accenture and BearingPoint have forsaken the partnership model, and both now trade on public markets. Doubts as to the protections of the limited liability partnership model are causing the Big Four to consider incorporation – instead of partnership.

Once recognized as an elite club in the accounting and consulting industries, the major partnerships are losing their mystique. The firms themselves continue to provide the best services available on the market, but the firms themselves are undergoing a fundamental shift. Every associate used to hope to grow up to become a partner. Senior managers could taste it – and would think of nothing else.

The Big Four’s preferred structure is under attack from the outside. Once considered an almost risk-free investment, we have learned from Andersen and KPMG the contrary. This investment risk is magnified by the erosion of protections offered by the LLP structure. Greener pastures lure talent from the partnership while the legal system lays siege to this venerable institution.

Issuing Warrants to Investors



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When raising capital for a business venture, warrants are a common form of equity that is given to investors. A warrant is like an option – it gives the holder the right to buy a security at a fixed or formulaic price, which is known as the "exercise" or "strike" price.

Warrants are often confused with options. Options, as used in the venture capital space, are typically long term (up to 10 years). They are also typically issued to employees versus investors. Conversely, warrants act like short-term options and, unlike employee options, can be traded as an independent security.

In general, neither the issuance of warrants nor their exercise (at least by non-employees) is a taxable event. In fact, in 1984, Congress reversed the earlier position of the IRS that the expiration of a warrant is a taxable event for the issuer. However, whenever a debt security with warrants attached is issued as a package, original issue discount problems are invited.

One type of warrant that once popular as a financing mechanism for emerging ventures is contingent warrants. These warrants become exercisable if and when the holder does something for the issuer, for example buys a certain level of product. Contingent warrants are no longer used often since the SEC ruled in favor of current and periodic recognition of expense to the issuer.

Like an option, a warrant is considered a "common-stock equivalent” for accounting purposes. And, if the warrant has been "in the money" (i.e., the exercise price is below the market price) for three consecutive months, it is deemed to impact earnings per share under the so-called treasury-stock method. That is, the warrants are considered exercised, new stock is issued at the exercise price, and the proceeds to the issuer are used to buy in stock at the market price.

Warrants are a common financing mechanism and companies seeking venture capital should consider and become knowledgeable about this type of equity device.

Tips to Investors


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Is It Worth Becoming a Partner?
 

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