ABWL_2.b+Konstitutive+Entscheidungen_ohne+Lücken_Alle+Folien+Stand+21.10.2024

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• Course Information:

  • Topics of Block 2: Constitutive Decisions

  • Instructor: Prof. Dr. Lasse Tausch-Nebel

  • Semester: Winter 2024/25

  • Target Students:

    • Business Administration (B.A.), 1st semester

    • Business Informatics (B.Sc.), 1st semester

    • Energy Sciences (B.Eng.), 2nd semester

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• Course Structure:

  • Functional Model:

    • Support Functions

    • Key Decisions:

      • Founding, Restructuring, Liquidation

      • Location

      • Legal Form

      • Company Connections

  • Introduced Fields:

    • Material Management

    • Production

    • Marketing (operational)

    • Marketing (strategic)

    • Innovation Management

    • Personnel Management

    • Financing

    • Accounting, Taxes

    • Law, IT

  • Performance Measures:

    • Time-to-market

    • Time-to-customer

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• Overview of Block 2: Constitutive Decisions:

  • Definition: Constitutive decisions relate to structural issues faced during the founding stage of enterprises, as well as fundamental, infrequent decisions made in a company's lifecycle.

  • Categories:

    1. Founding, Restructuring, Liquidation

    2. Location

    3. Legal Form

    4. Company Connections

  • Operational Decisions: Distinct from constitutive decisions; they refer to optimal structuring of core (e.g., production) and support functions (e.g., financing).

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• 1. Founding, Restructuring, Liquidation:

  • 1.1 Founding:

    • Definition: Encompasses all actions taken to establish a new company (e.g., business registration with authorities).

    • Core Questions: Business goals, customer needs, and target groups.

    • Distinctions Based on Criteria:

      • Capital Acquisition Methods:

        • Cash Foundation

        • Asset Foundation (individual assets, incorporation of businesses)

        • Mixed Foundation

      • Types of Founders:

        • Self-employment

        • Subsidiary Founding

        • Spin-offs

        • Management Buy-Out (MBO)

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• 1.1 Founding (Example):

  • Example Reference: About You - a fashion and technology company based in Hamburg, specializes in creating personalized shopping experiences on smartphones.

  • Management Team:

    • Tarek Müller (32, Marketing and Brands)

    • Sebastian Betz (30, Tech and Product)

    • Hannes Wiese (38, Operations and Finance)

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• 1.1 Founding (Survey):

  • Inquiry: How many founders start without a market novelty?

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• 1.1 Founding (Statistics):

  • Source: KfW Founding Monitor 2016 (Accessed: 21.10.2017)

  • In 2015, percentage of innovation by startups.

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• 1.1 Founding (Statistics):

  • Source: Destatis, Statistical Yearbook 2017

  • Economic Sectors and Legal Forms of Business Startups.

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• 1.2 Restructuring:

  • Definition: Includes all actions aimed at restoring the solvency and/or profitability of a distressed company to prevent imminent failure.

  • Causes:

    • Financial

    • Operational

  • Objectives:

    • Restoration of liquidity/sensitivity

    • Restoration of profitability

  • Types of Crisis:

    • Example: Success crisis (may or may not be the trigger)

    • Strategic crisis (usually the trigger)

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• 1.3 Liquidation:

  • Definition: Liquidation terminates the business operations of a company.

  • Types:

    • Voluntary

    • Insolvency proceedings

  • Process:

    • Cessation of operations (e.g. if objective achieved or no longer achievable).

    • Assets are liquidated and distributed.

    • Creditors satisfied as per insolvency regulations.

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• 1.3 Liquidation (Survey Statistics):

  • Survey Question: What percentage of companies undergoing insolvency successfully restructure?

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• 1.3 Liquidation (Survey Statistics):

  • Survey Question: What percentage of debt can creditors recover from an insolvent company?

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• 1.3 Liquidation (Example):

  • Source: Article on Senvion's insolvency (Accessed: 19.04.2021).

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• 1.3 Liquidation (Case Study):

  • Siemens Gamesa acquires parts of Senvion, marking a significant shift in the wind turbine sector in Germany.

  • Financial transaction details and workforce implications discussed.

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• Overview (Status):

  • Current understanding of the course block.

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• 2. Location Overview:

  • Definition: Refers to geographical areas where businesses produce and/or sell goods.

  • Core functions involved (e.g., production, sales).

  • Location Decisions:

    • Determine the number and specific geographical areas for producing and selling goods.

    • Occasions include founding, restructuring, and strategic shifts.

    • Importance: Capital-intensive, long-term decisions, often difficult to alter.

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• 2. Location Objectives:

  • Survey: Assess perceptions of countries as business locations (e.g., Hong Kong, Taiwan, Turkey, Germany).

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• 2. Location Decision Goals:

  • Actions:

    • Splitting, relocating, or merging locations.

    • Establishment or expansion of locations.

  • Objectives:

    • Shrinkage of product capacities.

    • Growth in product capacities.

    • Structural changes.

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• 2. Location Planning:

  • Strategic Location Planning focuses on:

    • Deciding on product distributions across regions and countries based on demand forecasts.

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• 2. Location Overview (Automobile Industry):

  • Example: Analysis of automobile production distribution across various regions by Daimler AG.

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• 2. Location Planning:

  • Location planning based on the nature of the industry:

    • Impact of sector on location choices.

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• 2. Location Case Study:

  • Example: Schaeffler Group's global production network with 75 plants in 23 countries.

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• 2. Location Case Study (Facilities and R&D):

  • Breakdown of tasks among Schaeffler plants and R&D locations.

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• 2. Location Case Study (Strategy):

  • Highlighting Schaeffler's emphasis on customer proximity in their economic success with strategically placed facilities worldwide.

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• 2. Location Selection Methods:

  • Process:

    • Screening and evaluation of potential locations based on defined criteria.

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• 2. Location Selection Method: Utility Analysis:

  • Evaluation includes weighted benefits of each potential location according to selected criteria.

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• 2. Location Excursion (Shared Service Centers):

  • Definition and purpose of shared service centers within corporations.

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• 2. Location Excursion (Shared Service Centers):

  • Example of shared service center practices in organizations like Lufthansa AG.

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• 2. Location Excursion (Shared Service Centers):

  • Case study on complications of centralized auth processes at Deutsche Bahn.

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• Overview (Constitutive Decisions):

  • Constitutive decisions address foundational issues of companies at the stage of establishment alongside crucial infrequent decisions.

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• Legal Forms Overview:

  • Discussion on different types of legal forms and their relevance in business operations.

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• Legal Forms (Criteria for Decision-Making):

  • Important factors influencing the choice of legal form include founding requirements, liability, capital needs, and taxation implications.

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• Legal Forms (Tax Implications):

  • Overview of tax implications based on chosen legal forms, including income tax, corporate tax, and trade tax.

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• Legal Forms (Registration and Reporting):

  • Discussion on the advantages and disadvantages of business registration and obligations ensuing from it.

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• Legal Forms Agenda (Name Types):

  • Classification and types of businesses outlined according to their legal forms.

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• 3. Legal Forms: Sole Proprietorships:

  • Key features, formation process, and implications of operating as a sole proprietorship.

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• 3. Legal Forms: Sole Proprietorships (Taxation):

  • Taxation structure applicable to sole proprietorships including income and corporate taxes.

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• 3. Legal Forms: Partnerships (General Partnerships):

  • Overview of general partnerships, regulations, and formation requirements.

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• 3. Legal Forms: Partnerships (Distribution of Profits):

  • Profit distribution rules among general partners.

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• 3. Legal Forms: Partnerships (Example Study):

  • Utilization of real-life case studies to illustrate operational procedures and legal implications.

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• 3. Legal Forms: Partnerships (Open Trading Companies):

  • Characteristics outlining the formation and operational mandates of open trading companies.

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• 3. Legal Forms: Partnerships (Distribution of Profits in OHG):

  • Profit-sharing rules in an open trading partnership with emphasis on investment proportions.

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• 3. Legal Forms: Partnerships (Profit Distribution Case):

  • Example of analyzing profit distribution measurement based on partner investments.

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• 3. Legal Forms: Partnerships (Insights):

  • Discussion on perceived fairness in profit-sharing arrangements among different partners.

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• 3. Legal Forms: Partnerships (Limited Partnerships):

  • Regulations and responsibilities of limited partnerships and their members.

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• 3. Legal Forms: Partnerships (Profit Distribution):

  • Breakdown of profit distribution norms within limited partnerships.

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• Legal Forms Overview:

  • Comprehensive breakdown of different legal forms, their structures, and implications in business operations.

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• 3. Legal Forms: Corporations and Mixed Forms:

  • Overview of incorporation and requirements for setting up corporations such as GmbH and AG.

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• 3. Legal Forms: Corporations (Capital Distribution):

  • Discussion on equity distribution rights and fiscal responsibilities for corporate entities.

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• 3. Legal Forms: Corporations (Mixed Forms):

  • Evaluation of characteristics and legal implications of mixed-entity corporations.

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• 3. Legal Forms: Corporations Case Studies:

  • Reference examples to highlight complexities in corporate compliance and operational structures.

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• 3. Legal Forms: Corporate Legal Investigation:

  • Assignment related to obtaining corporate registry details and analyzing implications.

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• 3. Legal Forms: Stock Companies:

  • Key regulatory elements regarding the formation and operation of stock companies in Germany.

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• 3. Legal Forms: Stock Companies (Tax and Register):

  • Guidelines on taxation and company auditing requirements.

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• 3. Legal Forms: Corporate Governance:

  • Structure of corporate governance within stock companies.

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• 3. Legal Forms: Stock Company Responsibilities:

  • Overview of board responsibilities, stakeholder engagement, and financial management within corporations.

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• 3. Legal Forms: Governance Framework:

  • Detailed description of governance structures, oversight, and operational logistics within corporate frameworks.

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• Legal Forms Overview (Rebinding):

  • Summary of implications and relevant data related to changes in corporate legal forms regulated by German laws.

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• 3. Legal Forms: Legal Form Changes Overview:

  • Exploring reasons and processes for changing legal frameworks within corporations.

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• 3. Legal Forms: Legal Form Changes Overview:

  • Reasons motivating legal form changes in corporations.

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• 3. Legal Forms: Legal Form Changes Data:

  • Reference to specific legal guidelines outlined in corporate bylaws and administrative codes.

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• 3. Legal Forms: Legal Form Changes Example:

  • Practical insights related to corporate governance influenced by legal changes.

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• Overview (Constitutive Decisions Flexibility):

  • Recap on continuous exploration of constitutive decisions regarding business foundational strategies.

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• 4. Corporate Connections Overview:

  • Introduction to corporate connections with an emphasis on distinctions between various forms of corporate relationships.

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• 4. Corporate Connections (Definitions):

  • Criteria for categorizing corporate connections based on structural characteristics.

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• 4. Corporate Connections (Direction Distinctions):

  • Examination of corporate acquisitions based on the intensity of engagement across levels in the value chain.

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• 4. Corporate Connections (Intensity Definitions):

  • Integration vs. Cooperation defined in the context of corporate relationships.

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• 4. Corporate Connections (Intensity Case Study):

  • Overview of major corporations and their respective subsidiaries.

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• 4. Corporate Connections (Cooperative Forms):

  • Exploration of various forms of corporate cooperations such as alliances, joint ventures, etc.

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• 4. Corporate Connections (Business Associations):

  • Structure and function of associations formed from corporate relationships for combined objectives.

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• 4. Corporate Connections (Cartel Formation):

  • Overview of national and EU regulations governing cartel agreements.

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• 4. Corporate Connections (Strategic Alliances):

  • Description and potential implications of forming strategic partnerships in business.

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• 4. Corporate Connections (Cooperative Societies):

  • Explanation of cooperative purposes and structures designed to enhance member welfare.

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• 4. Corporate Connections (Franchising):

  • Overview of franchising agreements and operational frameworks involved.

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• 4. Corporate Connections (Joint Ventures):

  • Description of joint venture agreements as collaborative structures among firms.

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• 4. Corporate Connections Overview (Final Review):

  • Recapitulation of different corporate connections and their operational frameworks.

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• 4. Corporate Connections Goals:

  • Identification of the primary objectives behind forming corporate connections.

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• 4. Corporate Connections Goals (Detailed Breakdown):

  • Exploration of various strategic business objectives designed for profitability and optimization.