The Contract Theory


The contract theory holds that when a person buys a product or service, he or she is entering into a contract with the manufacturer. The manufacturer (and by implication the employee representing the manufacturer) has four main obligations:

  1. To make sure the product or service complies with the contract in several respects: it should do what its advertisements say it can, it should operate a certain period of time before needing service or maintenance, and it should be at least as safe as the product information states and the advertising suggests.
  2. To disclose all pertinent information about the product or service, so that the potential consumer can make  an informed decision on whether to purchase it.
  3. To avoid misrepresenting the product or service.
  4. To avoid coercion.

Critics of the contract theory argue that the typical consumer cannot understand the product as well as the manufacturer does, and that consumer ignorance invalidates the contract.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please visit www.asifjmir.com, and my Lectures.

Corporate Disclosures


Giving stockholders more and better company information is one of the best ways to safeguard their interests. The theory behind the move for greater disclosure of company information is that a stockholder, as an investor, should be as fully informed as possible to make sound investments. By law, stockholders have a right to know about the affairs of the corporation in which they hold ownership shares. Those who attend annual meetings learn about past performance and future goals through speeches made by corporate officers and documents such as the company’s annual report. Those who do not attend meetings must depend primarily on annual reports issued by the company and the opinions of independent financial analysts.

Historically, management has tended to provide stockholders with minimum information. But companies now disclose more about their affairs, in spite of the complicated nature of some information. Stockholders therefore can learn about sales and earnings, assets, capital expenditures and depreciation by line of business, and details of foreign operations.

Corporations also are required to disclose detailed information about directors, how they are chosen, their compensation, conflicts of interest, and their reasons for resigning in policy disputes with management.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please visit www.asifjmir.com, and my Lectures.

 

Fraud by Silence


Does a party to contract have a duty to disclose to the other party all the material fact he or she knows about the subject of the contract? The original common law position on this issue was caveat emptor (let the buyer beware). The seller could remain silent without fear of being found guilty of fraud. Only actual statements by the seller could serve as a basis for fraud. The duty therefore was placed on buyers to ask the right questions of the seller, forcing the seller to make statements about the subject of the sale.

Many courts today, however, recognize that caveat emptor often produced unfair results. Some buyers simply do not know enough to ask the right questions about the subject of the sale, so many courts are recognizing a limited duty to disclose material facts on the part of the seller. Generally this duty is limited to material facts that the buyer could not have discovered by reasonable inspection of the subject of the sale.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please visit www.asifjmir.com, and my Lectures.

 

Codes of Ethics for Financial Executives


Financial Executives International (FEI) recommends that all senior financial professionals adhere to a strong ethical code of conduct, sign it annually, and deliver it to their company’s board of directors. Fr many years, members of FEI have signed such a code, in an effort to commit to its principles. Senior financial officers hold an important and elevated role in corporate governance. As members of the various management teams, they are uniquely capable and empowered to ensure that all stakeholders’ interests are appropriately balanced, protected, and preserved.

FEI’s code provides principles to which members are expected to adhere to and to advocate. It embodies rules regarding individual and peer responsibilities, as well as, responsibilities to employers, the public, and other stakeholders. Violations of EFI’s Code of Ethics may subject the member to ensure, suspension or expulsion under procedural rules adopted by FEI’s Board of Directors. The code states that all members of FEI will:

  1. Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
  2. Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable.
  3. Comply with applicable rules and regulations of federal, state, provincial, and local governments, and other appropriate private and public regulatory agencies.
  4. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be substantiated.
  5. Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.
  6. Share knowledge and maintain skills important and relevant to constituents’ needs.
  7. Proactively promote ethical behavior as a responsible partner among peers, in the work environment and the community.
  8. Achieve responsible use of and control over all assets and resources employed or entrusted.
  9. Report known or suspected violations of this Code in accordance with the FE Rules of Procedure.
  10. Be accountable for adhering to the Code.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please visit www.asifjmir.com, and my Lectures.

Sole Proprietorships


Sole proprietorships, businesses owned and operated by one individual, are the most common form of business organization. Sole proprietorships are generally managed by their owners. Because of this simple management structure, the owner/manager can make decisions quickly. This is just one of many advantages of the sole proprietorship form of business.

Ease and Cost of Formation: Forming a sole proprietorship in relatively easy and inexpensive. In some countries, creating a sole proprietorship involves merely announcing the new business in the local newspaper. Other proprietorships, such as barber shops and restaurants, may require state and local licenses and permits because of the nature of the business. No lawyer is needed to create such enterprises, and the owner can usually take care of the required paperwork.

An entrepreneur starting a new sole proprietorship must find a suitable site from which to operate the business. Some sole proprietors look no farther than their garage or a spare bedroom that they can convert into a workshop or office. Computers, personal copiers, fax machines, and other high-tech gadgets have been a boon for home-based businesses, permitting them to interact quickly with customers, suppliers, and others. Many independent salespersons and contractors can perform their work using a notebook computer as they travel. E-mail and cell phones have made it possible for many proprietorships to develop in the service area.

Secrecy: Sole proprietorships make possible the greatest degree of secrecy. The proprietor, unlike the owners of a partnership or corporation, does not have to discuss publicly his or her operating plans, minimizing the possibility that competitors can obtain trade secrets. Financial reports need not be disclosed.

Distribution and Use of Profits: All profits from a sole proprietorship belong exclusively to the owner. He or she does not have to share them with any partners or stockholders. The owner decides how to use the profits.

Flexibility and Control of the Business: The sole proprietor has complete control over the business and can make decisions on the spot without anyone else’s approval. This control allows the owner to respond quickly or competitive business conditions or to changes in the economy.

Government Regulation: Sole proprietorships have the most freedom from government regulation. Most government regulations apply only to businesses that a certain number of employees, and securities laws apply only to corporations that issue stock. Nonetheless, sole proprietors must ensure that they follow all laws that do apply to their business.

Taxation: Profits from the business are considered personal income to the sole proprietor and are taxed at individual tax rates. The owner pays one income tax.

Closing the Business: A sole proprietorship can be dissolved easily. No approval of co-owners or partners is necessary. The only legal condition is that all loans must be paid off.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please visit www.asifjmir.com, and my Lectures.