商务英语教案

II. Teaching Method(s) 1. ppt or

2. teacher gives lecture mainly or

3. students read, teacher asks questions with detailed explanation or 4. ask students to do ppt for presentation

III. Explanatory Notes on Technical Terms 1. proprietorship－ownership.

2．stockholder－one who owns stock in a company.

3．partnership－unregistered business where two or more people agree to share, not necessarily equally, in the risks and profits of the organization.. 4．entity－something that has a real and separate existence.

5．bankruptcy－state of being declared by a court of law not to be capable of paying its debts. 6．Joint-stock company－public company whose shares are owned by very many people. 7. dividend－percentage of profits paid to shareholders.

8. bylaw－a law or rule governing the internal affairs of an organization. 9. treasurer－person who looks after the money or finance of a club or society. 10. comptroller－financial controller.

IV. Detailed reading Pre-reading tasks Warming-up questions

1. How much do you know about business organizations? 2. Can you say something about the different types of companies?

3. Do you know the difference between sole proprietorship and partnership? Contents 1. Introduction

? The majority of business organizations are corporations, others are general partnerships(一般合

伙企业), limited partnerships（有限合伙企业）, and sole proprietorships（独资企业）. Less common are professional corporations（专业公司）, joint-stock companies（合股公司）, business trusts（商业信托） and joint ventures（合资企业）. The factors to be weighted in making the decision are ease of formation, financial resource available, control, taxation, management skills available, ability to raise capital, continuity, and legal capacity. 2. Sole Proprietorship__ is owned by a single person.

? The principal advantage of the sole proprietorship is that the owner has exclusive control over

its operations without accounting to board members, partners, or stockholders.

? Disadvantages___ first, the owner is exposed to unlimited liability. Second , it is normally not

in the best position to raise large sum of money. Third, the lack of continuity. If the owner dies, or becomes too ill to continue operation of the business, there is no separate legal entity in existence with which the public, creditors, or suppliers can deal to ensure the continuity of the business.

3. General Partnership __ is an association of two or more persons to carry on, as co-owners, a

business for profit. (the common law does not recognize a partnership as a legal entity, but usually as an aggregation of individuals. Thus, unlike a corporation, a partnership is not a fictional person with a distinct legal existence apart from its members.)

? Does not require a formal written agreement, an agreement in writing contains names of the

partners, name, location, purposes, duration of the partnership, allocation of profits and losses among partners, capital contributions by partners, partners’ rights and responsibilities, dissolution procedures.

? Dissolution by act of the parties___ 1) by agreement; 2) withdrawal or addition of a partner; 3)

violation of the partnership agreement by one of the parties; of 4) accomplishment of the purpose for which the partnership was formed.

? Dissolution by operation of law___ 1) by the death of a partner; 2) the bankruptcy of a partner

or the partnership; 3) the illegality of the partnership; or 4)by order of a court.

? Termination__ even though the partnership is dissolved, it does not actually terminate until the

partnership affairs are completed.

? Liquidation ___ occurs between dissolution and termination. During this process, business

affairs are put in order, receivables are collected, accountings are made, payments to creditors are made, and the remaining assets are distributed to the partners as provided in the Uniform Partnership Act.

4. Limited Partnership ___ one or more partners in the limited partnership have limited liability,

that is, their liability is limited to the extent of their investment in the partnership, and the limited partners have no control over the everyday management of the partnership. The limited partnership involves passive investors who are like shareholders in a corporation. Thus limited partnership has features of both a general partnership and a corporation.

5. Joint Stock Company __ is an unincorporated business enterprise with the ownership interest

represented by shares of stock. It can be created with little formality and no initial capital outlay is required. (they are rarely seen now.) The shareholders are personally liable for all the association’s obligations, while they share the profits in proportion to their controlling interest in the company. The joint stock company is controlled by a board of directors and officers. 6. Corporations

? Features: 1) a corporation is a separate legal entity for all purposes.

2) it is not mortal theoretically. It continues until dissolved, merged, or otherwise

terminated.

3) the owners of the corporation, called shareholders, enjoy limited liability. 4) it is easy to transfer ownership interests by buying or selling shares of stock freely. 5) the separation of ownership from management. 6) it pays taxes on its earnings.

7) the corporate form requires compliance with an array of formalized procedures.

And government more closely supervises corporations than partnerships or sole proprietorships. ? Types of corporations

1) public corporation___ are established by the government. (eg. The U.S. Postal Service)

2) quasi-public corporations__ are public service companies, such as public utilities. 3) Private corporations___ are those established for private interest. Private

corporation may further be divided between nonprofit and profit. Nonprofit ones are formed for charitable or religious purposes. Profit ones are usually formed to carry out business.

4) Profit corporation are further divided into professional(专业公司), closely held（私募公司）, and publicly held（公募公司）.

? Corporation management

Shareholders elect a board of directors to manage the corporation. The board, in turn, delegates the day to day operations to officers. The directors and the officers comprise the management of the corporation. The board of directors are responsible for making the policy of the company, declaring dividends, proposing amendments to articles of incorporation and bylaws, proposing candidates for the board and removing officers. Officers are appointed by the board of directors pursuant to the bylaws and are responsible for implementing the policies of the board and for the oversight of the day to day operations of the business. Officers include a president, vice presidents, secretary, and treasurer. ? Shareholders

1) common shareholders and preferred shareholders

2) preferred shareholders are entitled to receive their dividends before common shareholders. On dissolution, preferred shareholders are entitled to distributions of assets before common shareholders. Common shareholders have voting rights whereas preferred stockholders normally can vote only on extraordinary matters.

? Dividends __ are portions of corporate earnings distributed to shareholders. A board maintains

almost absolute discretion to declare or not declare dividends. Dividends may be in the form of cash or stock.

V. After-reading activities

A. Try to do the exercises according to the text. 1. Comprehension of the text. Answer the following questions

1). What are the major disadvantages of sole proprietorship?