BY-LAWS AND ORGANIZATION BY-LAWS AND ORGANIZATION John-Thomas Association John-Thomas Association.
By: Thomas Liquori
description
Transcript of By: Thomas Liquori
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BY: THOMAS LIQUORI
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INTRODUCTION
The dawn of the internet
First item sold on auctionweb.com
After 2 years site name was changed to Ebay.com
Pierre is ranked #54 on Forbes top 400 richest Americans
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INTRODUCTION
CEO Meg Whitman was hired in 1998 to head EBay
EBay goes public in September, listing shares on NASDAQ with the symbol EBAY
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INTRODUCTION
Eachnet.com is China’s first online auction marketplace
In 2003 EBay buys eachnet.com for $180M
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INTRODUCTION
In 2003 a new competitor emerged in the internet auction scene, taobao.com
Alibaba.com is ranked #1 among e-commerce and trading, according to alexa.com
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INTRODUCTION
In 2006 tom.com and EBay eachnet decide a joint venture agreement in china
In the summer of 2007 EBay rejoined the online auction business in China under the same name eachnet.com
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SOCIAL ENVIRONMENT
• China is still in the primary stage of socialisms.
• In order to raise the level of marketisation we need to establish the system of a socialist market economy.
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POLITICAL ENVIRONMENT The Chinese
government and its laws with their structures in dealing with the internet give somewhat of an opportunist disadvantage to any Multinational Enterprise willing to take the risk to cross lines into China.
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CULTURAL ENVIRONMENT Demographics
Age structure:15-64 years: 71.7% -male: 487,079,770
female 460,596,384 Electricity production: 2.5 trillion kWh (2005) Electricity -
consumption: 2.494 trillion kWh as of 2005
Televisions: 400 million users as of 1997
Internet users: 137 million as of 2006
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LEGAL & REGULATORY ENVIRONMENT
Special PRC entity will be required for foreign companies to operate in business requires licenses, which usually are off limit to foreign companies.
A set of legal, regulatory and commercial agreements, as follows, will be entered to protect foreign companies interests and take over management control.
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IP LICENSE & SERVICE AGREEMENTS
Local PRC Entity will be granted the right to use the relevant intellectual property rights with a license fee
WFOE will be the exclusive service provider to the Local PRC Entity and the Local PRC Entity shall pay service fee to the WFOE
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PROXY AGREEMENT The Local Shareholders
irrevocably appoint the WFOE to, for and on behalf of them, exercise all the shareholder's rights, including the voting rights at a shareholders' meeting and the right to appoint directors, etc.
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CALL OPTION AGREEMENT
The transfer price will be a nominal price or the minimum amount as required by applicable laws and regulations.
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LOAN & TRUST AGREEMENT
The Offshore Holding Company extends loan to the Local Shareholders to invest in the Local PRC Entity.
Local Shareholders are under trust arrangement to own/operate Local PRC Entity on behalf of Offshore Holding Company.
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UNCERTAIN ENVIRONMENT
Telecommunication laws and regulations in China are evolving and subject to interpretation and will likely change in the near future
The uncertain legal and regulatory environments in China could limit the legal protections available to foreign investors.
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DRAFTING THE VC CODE
A VC fund company could do private fund raising; Capital amount by commitment (not one time paid
up); Allow full capital for investment (not only 50%); Provisioning for preferred share; A fund company could be managed by another
company; Carried interests arrangement; Preset the life span of a company A company could get loans to enlarge investment
scale
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FINANCIAL ENVIRONMENT
How is China’s financial environment among its fifty major cities?
Shanghai has ranked the first among the top 50 cities in China in its financial environment
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FINANCIAL ENVIRONMENT
55%
45%
Foreign Capital Investment in China's Banks
Total Capital Assets in Foreign Banks in ShanghaiAll Other Banks in all Cities
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ECONOMIC ENVIRONMENT
EBay’s Economic Strategy consists of 3 business segmentations, which consists of their marketplaces, their payment platform, and communication platform
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MARKETPLACE SEGMENTATION
Stubhub.com: Bought by EBay in February 2007 for $292M
Stubhub.com is another EBay platform where consumers can buy and sell tickets
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MARKETPLACE SEGMENTATION
EBay’s online shopping comparison website
Bought by EBay in August 2005 for $634M
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MARKETPLACE SEGMENTATION
Bought by EBay in February 2005 for approximately $415M
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PAYMENT SEGMENTATION
Payment service that enables individuals or businesses to securely, easily and quickly send and receive payments online.
Bought by EBay in October 2002 for $1.5B
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PAYMENT SEGMENTATION
Payment service that enables online U.S. merchants to offer, and U.S. consumers to obtain, transactional credit at the point of sale
Bought by EBay in November 2008 for $910M
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COMMUNICATION SEGMENTATION
Communication segment that enables VOIP calls between Skype users and provides low-cost connectivity to traditional fixed-line and mobile telephones
Acquired by EBay in October 2005 for $1.3B
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