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Subsidiary
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A subsidiary, subsidiary company or daughter company[1][2][3] is a company that is owned or controlled by another company, which is called the parent company, parent, or holding company.[4][5] The subsidiary can be a company, corporation, or limited liability company. In some cases it is a government or state-owned enterprise. In some cases, particularly in the music and book publishing industries, subsidiaries are referred to as imprints.
In the United States railroad industry, an operating subsidiary is a company that is a subsidiary but operates with its own identity, locomotives and rolling stock. In contrast, a non-operating subsidiary would exist on paper only (i.e., stocks, bonds, articles of incorporation) and would use the identity of the parent company.
Subsidiaries are a common feature of business life, and most multinational corporations organize their operations in this way.[6] Examples include holding companies such as Berkshire Hathaway,[7] Leucadia National Corporation, Time Warner, or Citigroup; as well as more focused companies such as IBM or Xerox. These, and others, organize their businesses into national and functional subsidiaries, often with multiple levels of subsidiaries.
Contents
[hide]
1 Details
2 Tiered subsidiaries
3 Control
3.1 General
3.2 European Union
3.3 United Kingdom
3.4 Oceania
4 Business models which feature elements similar to subsidiaries
5 See also
6 References
Details[edit]
Subsidiaries are separate, distinct legal entities for the purposes of taxation, regulation, and liability. For this reason, they differ from divisions, which are businesses fully integrated within the main company, and not legally or otherwise distinct from it.[8] In other words, a subsidiary can sue and be sued separately from its parent and its obligations will not normally be the obligations of its parent. However, creditors of an insolvent subsidiary may be able to obtain a judgment against the parent if they can pierce the corporate veil and prove that the parent and subsidiary are mere alter egos of one another, therefore any copyrights trademarks and patents remain with the subsidiary until the parent shuts down the subsidiary.
The most common way that control of a subsidiary is achieved, is through the ownership of shares in the subsidiary by the parent. These shares give the parent the necessary votes to determine the composition of the board of the subsidiary, and so exercise control. This gives rise to the common presumption that 50% plus one share is enough to create a subsidiary. There are, however, other ways that control can come about, and the exact rules both as to what control is needed, and how it is achieved, can be complex (see below). A subsidiary may itself have subsidiaries, and these, in turn, may have subsidiaries of their own. A parent and all its subsidiaries together are called a corporate group, although this term can also apply to cooperating companies and their subsidiaries with varying degrees of shared ownership.
A parent company does not have to be the larger or "more powerful" entity; it is possible for the parent company to be smaller than a subsidiary, such as DanJaq, a closely held family company, which controls Eon Productions, the large corporation which manages the James Bond franchise. Conversely, the parent may be larger than some or all of its subsidiaries (if it has more than one), as the relationship is defined by control of ownership shares, not numbers of employees.
The parent and the subsidiary do not necessarily have to operate in the same locations or operate the same businesses. Not only is it possible that they could conceivably be competitors in the marketplace, but such arrangements happen frequently at the end of a hostile takeover or voluntary merger. Also, because a parent company and a subsidiary are separate entities, it is entirely possible for one of them to be involved in legal proceedings, bankruptcy, tax delinquency, indictment or under investigation while the other is not.
Tiered subsidiaries[edit]
In descriptions of larger corporate structures, the terms "first-tier subsidiary", "second-tier subsidiary", "third-tier subsidiary" etc. are often used to describe multiple levels of subsidiaries. A first-tier subsidiary means a subsidiary/daughter company of the ultimate parent company,[9][10] while a second-tier subsidiary is a subsidiary of a first-tier subsidiary: a "granddaughter" of the main parent company.[11] Consequently, a third-tier subsidiary is a subsidiary of a second-tier subsidiary—a "great-granddaughter" of the main parent company.
The ownership structure of the small British specialist company Ford Component Sales, which sells Ford components to specialist car manufacturers and OEM manufacturers, such as Morgan Motor Company and Caterham Cars,[12] illustrates how multiple levels of subsidiaries are used in large corporations:
Ford Motor Company – U.S. parent company based in Dearborn, Michigan
Ford International Capital LLC – First-tier subsidiary (U.S. holding company located in Dearborn, Michigan, but registered in Delaware)[13][14]
Blue Oval Holdings – Second-tier subsidiary (British holding company, located at the Ford UK head office in Brentwood, Essex, with five employees)[15]
Ford Motor Company Limited – Third-tier subsidiary (the main British Ford company, with head office in Brentwood, with 10,500 employees)[16]
Control[edit]
General[edit]
The word "control" and its derivatives (subsidiary and parent) may have different meanings in different contexts. These concepts may have different meanings in various areas of law (e.g. corporate law, competition law, capital markets law) or in accounting. E.g., while Company A may not be required to undergo merger control when purchasing shares in Company B (because it is deemed to already control it under competition law rules), the same Company A may be required to start consolidating Company B into its financial statements under the relevant accounting rules (because it had been treated as a joint venture).
Control can be direct (e.g., an ultimate parent company controls a first-tier subsidiary directly) or indirect (e.g., an ultimate parent company controls second and lower tiers of subsidiaries indirectly, through first-tier subsidiaries).
European Union[edit]
Recital 31 of directive 2013/34/EU[17] stipulates that control should be based on holding a majority of voting rights, but control may also exist where there are agreements with fellow shareholders or members. In certain circumstances control may be effectively exercised where the parent holds a minority or none of the shares in the subsidiary.
According to Article 21 of the directive 2013/34/EU an undertaking is a parent if it:
has a majority of the shareholders' or members' voting rights in another undertaking (a subsidiary undertaking);
has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another undertaking (a subsidiary undertaking) and is at the same time a shareholder in or member of that undertaking;
has the right to exercise a dominant influence over an undertaking (a subsidiary undertaking) of which it is a shareholder or member, pursuant to a contract entered into with that undertaking or to a provision in its memorandum or articles of association, where the law governing that subsidiary undertaking permits its being subject to such contracts or provisions.
is a shareholder in or member of an undertaking, and:
a majority of the members of the administrative, management or supervisory bodies of that undertaking (a subsidiary undertaking) who have held office during the financial year, during the preceding financial year and up to the time when the consolidated financial statements are drawn up, have been appointed solely as a result of the exercise of its voting rights; or
controls alone, pursuant to an agreement with other shareholders in or members of that undertaking (a subsidiary undertaking), a majority of shareholders' or members' voting rights in that undertaking.
Additionally control may arise when:
a parent undertaking has the power to exercise, or actually exercises, dominant influence or control over another undertaking (the subsidiary undertaking); or
a parent undertaking and another under taking (the subsidiary undertaking) are managed on a unified basis by the parent undertaking.
Under the international accounting standards adopted by the EU[18] a company is deemed to control another company only if it has all the following:
power over the other company;
exposure, or rights, to variable returns from its involvement with the other company; and
the ability to use its power over the other company to affect the amount of the company's returns (IFRS 10 para 7). Power generally arises when the parent has rights that give it the ability to direct the relevant activities, i.e. the activities that significantly affect the other subsidiary's returns.
A subsidiary can have only one parent; otherwise, the subsidiary is in fact a joint arrangement (joint operation or joint venture) over which two or more parties have joint control (IFRS 11 para 4). Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
United Kingdom[edit]
The Companies Act 2006 contains two definitions: one of "subsidiary" and the other of "subsidiary undertaking".
According to s.1159 of the Act a company is a "subsidiary" of another company, its "holding company", if that other company:
holds a majority of the voting rights in it, or
is a member of it and has the right to appoint or remove a majority of its board of directors, or
is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it, or if it is a subsidiary of a company that is itself a subsidiary of that other company.
The second definition is broader. According to s.1162 of the Companies Act 2006 an undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if:
it holds a majority of the voting rights in the undertaking, or
it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
it has the right to exercise a dominant influence over the undertaking—
by virtue of provisions contained in the undertaking's articles, or
by virtue of a control contract, or
it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if:
it has the power to exercise, or actually exercises, dominant influence or control over it, or
it and the subsidiary undertaking are managed on a unified basis.
The broader definition of "subsidiary undertaking" is applied to the accounting provisions of the Companies Act 2006, while the definition of "subsidiary" is used for general purposes.[19]
Oceania[edit]
In Oceania, the accounting standards defined the circumstances in which one entity controls another.[citation needed] In doing so, they largely abandoned the legal control concepts in favour of a definition that provides that "control" is "the capacity of an entity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of another entity so as to enable that other entity to operate with it in pursuing the objectives of the controlling entity". This definition was adapted in the Australian Corporations Act 2001: s 50AA.[20] And also it can be a very useful part of the company that allows every head of the company to apply new projects and latest rules.
Business models which feature elements similar to subsidiaries[edit]
Chaebol
Conglomerate
Keiretsu
Zaibatsu
See also[edit]
Look up subsidiary in Wiktionary, the free dictionary.
Wikimedia Commons has media related to Corporate subsidiaries by company.
Associate company
Consolidation (business)
Control premium
Controlling interest
Cooperative federation
Division (business)
Joint venture
Enterprise value
Equity method
Good standing
Goodwill (accounting)
Mergers and acquisitions
Minority interest
Peren-Clement-Index
Shell corporation
References[edit]
Jump up ^ "daughter company = subsidiary: a company that is completely or partly owned by another company" Longman Business English Dictionary
Jump up ^ Investopedia: "A subsidiary company is sometimes referred to as a daughter company."
Jump up ^ "Daughter Company Definition from Financial Times Lexicon". Lexicon.ft.com. Retrieved 2013-09-29.
Jump up ^ http://smallbusiness.chron.com/difference-between-subsidiary-sister-company-35043.html
Jump up ^ "Subsidiary - Definition and More from the Free Merriam-Webster Dictionary". Merriam-webster.com. Retrieved 2015-01-15.
Jump up ^ Drucker, Peter F. (September–October 1997). "The Global Economy and the Nation-State". Foreign Affairs. Council on Foreign Relations.
Jump up ^ "Links To Berkshire Hathaway Sub. Companies". Berkshirehathaway.com. Retrieved 2013-09-29.
Jump up ^ "subsidiary legal definition of subsidiary. subsidiary synonyms by the Free Online Law Dictionary". Legal-dictionary.thefreedictionary.com. Retrieved 2013-09-29.
Jump up ^ As with human family trees, each level above one level is the parent of the level below, so the term "parent company" in itself doesn't necessarily refer to the company at the top of the tree, so here "ultimate parent company" has been used for that.
Jump up ^ Houston Chronicle Small Business sector: What Is a First Tier Subsidiary? Retrieved 2013-04-12
Jump up ^ USLegal: Second-Tier Subsidiary Law & Legal Definition Retrieved 2013-04-12
Jump up ^ Ford Component Sales Ltd: High quality components for a variety of uses Retrieved 2013-04-12
Jump up ^ SEC: Subsidiaries of Ford Motor Company as of February 11, 2011 Retrieved 2013-04-12
Jump up ^ Bloomberg Businessweek: Company Overview of Ford International Capital LLC, page 2 Retrieved 2013-04-12
Jump up ^ Duedil: Blue Oval Holdings Retrieved 2013-04-12
Jump up ^ Duedil: Ford Motor Company Limited Retrieved 2013-04-12
Jump up ^ "DIRECTIVE 2013/34/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC". Retrieved 2015-01-15.
Jump up ^ "COMMISSION REGULATION (EC) No 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council". Retrieved 2015-01-15.
Jump up ^ "Farstad Supply AS v Enviroco Ltd [2011] UKSC 16, para 16". Retrieved 2015-01-19.
Jump up ^ "CORPORATIONS ACT 2001 - SECT 50AA Control". Austlii.edu.au. Retrieved 2013-09-29.
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Finn Wolfhard
From Wikipedia, the free encyclopedia
Jump to: navigation, search
Finn Wolfhard
Wolfhard at the 2017 San Diego Comic-Con
Born
(2002-12-23) December 23, 2002 (age 15)[1]
Vancouver, British Columbia, Canada
Occupation
Actor
voice actor
musician
Years active
2013–present
Finn Wolfhard (born December 23, 2002)[1] is a Canadian actor and musician best known for his roles as Mike Wheeler in the Netflix series Stranger Things and Richie Tozier in the 2017 film adaptation of Stephen King's It.
Contents
[hide]
1 Early life
2 Career
2.1 Acting
2.2 Music
3 Filmography
3.1 Films
3.2 Television
3.3 Web series
3.4 Music videos
4 Awards and nominations
5 References
6 External links
Early life
Wolfhard was born in Vancouver, Canada, to a family of French, German and Jewish descent.[2]
Career
Acting
Wolfhard got his first acting job from Craigslist.[3] He made his television debut as Zoran in The 100, followed by a role as Jordie Pinsky in Supernatural.[4]
In 2016, Wolfhard plays Mike Wheeler in the Netflix series Stranger Things.[5] He auditioned for the role via video after seeing an open casting call.[3] The cast of the series won a SAG Award for Outstanding Performance by an Ensemble in a Drama Series.[6]
He played Richie Tozier in the film adaptation of Stephen King's It, which was released on September 8, 2017.[7][8] The casting of Wolfhard in both Stranger Things and It, set in the '80s, had been a coincidence.[9] According to Wolfhard, he had been initially cast as Richie when Cary Fukunaga was attached as director and co-writer, but when Fukunaga left the project over creative differences, the role fell through which allowed him to pursue Stranger Things.[10] Once Andy Muschietti became attached to It, Wolfhard had to re-audition for the role of Richie.[11]
In the Netflix animated series Carmen Sandiego, he will voice "Player", the titular character's chief accomplice and friend. The series, consisting of twenty episodes, is due to premiere in 2019.[12]
On September 22, 2017, it was announced that Wolfhard had been cast as Tyler, an altruistic and thoughtful pizza delivery boy, in the Ken Marino directed film, Dog Days.[13] In addition, Wolfhard was also cast in Amblin’s haunted house film The Turning, based off the adaptation of Henry James’s novella The Turn of the Screw.[14]
In 2018, Wolfhard joined the cast of The Goldfinch, the John Crowley-directed adaptation of the Donna Tartt's Pulitzer Prize-winning novel, playing Young Boris Pavlikovsky, a Ukrainian student and troublemaker. [15]
Music
Aside from acting, Wolfhard is the lead vocalist and guitarist for a Vancouver-based alternative band named Calpurnia. Calpurnia signed to DIY / Independent record label, Royal Mountain Records in November 2017. They are due to release an EP in early 2018.[16]
Filmography
Films
Year
Title
Role
Notes
2013 Aftermath Young Charles Independent film
2013 The Resurrection Independent film
2017 It Richie Tozier
2018 Dog Days Tyler Post-production
2018 The Turning Filming
2019 The Goldfinch Young Boris Pavlikovsky Filming
Television
Year
Title
Role
Notes
2014 The 100 Zoran Episode: "Many Happy Returns"
2015 Supernatural Jordie Pinsky Episode: "Thin Lizzie"
2016–present Stranger Things Mike Wheeler Main role
2017 Young Math Legends Young Gauss Animated shorts by Flatland on VHX
2019 Carmen Sandiego Player Netflix's animated series; 20 episodes
Web series
Year
Title
Role
Notes
2017 Guest Grumps Himself 2 episodes
Music videos
Year
Artist
Title
Notes
2012 Facts "Retro Oceans"
2013 Hey Ocean! "Change"
2014 PUP "Guilt Trip" as Young Stefan Babcock[17]
2016 PUP "Sleep In The Heat" as Young Stefan Babcock[18]
2017 Spendtime Palace "Sonora" Co-Directing and starring[19]
Awards and nominations
Year
Award
Category
Nominated work
Result
Ref.
2017 Young Artist Awards Best Performance in a Digital TV Series or Film – Teen Actor Stranger Things Nominated [20]
2017 Teen Choice Awards Choice Breakout TV Star Nominated [21]
2017 Screen Actors Guild Awards Outstanding Performance by an Ensemble in a Drama Series Won [6]
2018 Screen Actors Guild Awards Outstanding Performance by an Ensemble in a Drama Series Nominated [22]
References
^ Jump up to: a b "Crash Tag Team Racing with Special Guest Finn Wolfhard". Guest Grumps. 14 January 2017. 10:47 minutes in. Game Grumps.
Jump up ^ Chaney, Jen (25 July 2016). "Stranger Things' Finn Wolfhard on Kissing Scenes and How He Became an Actor". Vulture.com. Retrieved 1 February 2017.
^ Jump up to: a b Nika, Colleen (22 November 2016). "Finn Wolfhard: sci-fi 'it-boy'". Dazed.
Jump up ^ Ahearn, Victoria (25 July 2016). "Vancouver's Finn Wolfhard loving the '80s in Stranger Things". Toronto Star. Retrieved 8 February 2017.
Jump up ^ Andreeva, Nellie (20 August 2015). "Duffer Bros. Netflix Supernatural Drama Series Sets Young Cast, Gets Title". Deadline.com. Retrieved 8 February 2017.
^ Jump up to: a b Nolfi, Joely (14 December 2016). "SAG Awards nominations 2017: See the full list". Entertainment Weekly.
Jump up ^ Geier, Thom (22 April 2016). "Stephen King's 'It' Release Date Set by Warner Bros". TheWrap.
Jump up ^ Morgan Britton, Luke (20 August 2016). "'Stranger Things' star to appear in remake of Stephen King's 'It'". NME. Retrieved 8 February 2017.
Jump up ^ Graham, Jamie (6 September 2017). "Exclusive: IT director Andy Muschietti says Stranger Things' Finn Wolfhard casting was a complete coincidence". Digital Spy. Retrieved 27 November 2017.
Jump up ^ Ewens, Hannah (1 September 2017). "What Scares 'Stranger Things' Actor Finn Wolfhard?". Vice. Retrieved 27 November 2017.
Jump up ^ Goldman, Eric (2 August 2016). "Stranger Things Creators on How Season 1 Ended and Where Season 2 Will Go". IGN. Retrieved 27 November 2017.
Jump up ^ Strause, Jackie (18 April 2017). "Netflix Reboots 'Carmen Sandiego' With Gina Rodriguez". The Hollywood Reporter. Retrieved 18 April 2017.
Jump up ^ N'Duka, Amanda (22 September 2017). "'It' & 'Stranger Things' Star Finn Wolfhard Cast In 'Dog Days'". Deadline. Retrieved 27 November 2017.
Jump up ^ Kroll, Justin (13 December 2017). "'Stranger Things' Actor Finn Wolfhard to Star in Haunted House Film 'The Turning' (EXCLUSIVE)". Variety. Retrieved 13 December 2017.
Jump up ^ Kit, Borys (16 January 2018). "'Stranger Things' Star Finn Wolfhard Joins Ansel Elgort in 'The Goldfinch' (Exclusive)". The Hollywood Reporter. Retrieved 16 January 2018.
Jump up ^ Staff writer; no byline. "FINN WOLFHARD'S BAND CALPURNIA SIGN TO ROYAL MOUNTAIN RECORDS". Indie88. Retrieved 18 November 2017.
Jump up ^ Witmer, Phil (17 November 2016). "Here's a Very Brief History of Stranger Things' Finn Wolfhard Starring in PUP Videos". Noisey. Retrieved 2 December 2016.
Jump up ^ Sherman, Maria (17 November 2016). "PUP's New Music Video, Starring Stranger Things' Finn Wolfhard, Will Make You Want to Hug Your Pet". Vulture. Retrieved 2 December 2016.
Jump up ^ Kaufman, Gil (17 July 2017). "Finn Wolfhard Talks Co-Directing First Music Video for Spendtime Palace's 'Sonora': Exclusive". Billboard. Retrieved 19 August 2017.
Jump up ^ "38th Annual Awards". Young Artist Association. Archived from the original on January 7, 2018. Retrieved January 7, 2018.
Jump up ^ Rubin, Rebecca & Knapp, J.D. (14 August 2017). "Teen Choice Awards 2017: 'Riverdale,' Fifth Harmony Shut Out Competition". Variety. Retrieved 21 August 2017.
Jump up ^ Gonzalez, Sandra (17 January 2018). "The full list of the 2018 SAG Awards nominees". CNN. CNN. Retrieved 24 January 2018.
External links
Finn Wolfhard on IMDb
[hide]
v
t
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Screen Actors Guild Award for Outstanding Performance by an Ensemble in a Drama Series (2010–2019)
2010: Boardwalk Empire, season 1
Antonacci
Buscemi
Coleman
Graham
de la Huerta
Laciura
Macdonald
Mol
Palladino
Piazza
Pitt
Shannon
Sparks
Stuhlbarg
Weiner
Whigham
2011: Boardwalk Empire, season 2
Buscemi
Chianese
Clohessy
Coleman
Cox
J. Gallina
L. Gallina
Graham
Huston
Laciura
Lind
Macdonald
D. McTigue
R. McTigue
Mol
B. Noon
C. Noon
O'Rourke
Palladino
Pennewill
Piazza
Pitt
Shannon
Sparks
Stuhlbarg
Van Wagner
Whigham
Williams
Yusef
2012: Downton Abbey, series 2
Bonneville
Boyle
Carmichael
Carter
Coyle
Dockery
Findlay
Finneran
Froggatt
Glen
Howes
James-Collier
Leech
Logan
McGovern
McShera
Nicol
Nuttall
Robb
Smith
Stevens
Wilton
2013: Breaking Bad, season 5, part II
Bowen
Brandt
Cranston
Crawford
Fletcher
Fraser
Gunn
Metzler
Mitte
Norris
Odenkirk
Paul
Plemons
Quezada
Rankin
Sane
2014: Downton Abbey, series 4
Bonneville
Carmichael
Carter
Coyle
Dockery
Doyle
Froggatt
James
James-Collier
Leech
Logan
McGovern
McShera
Milne
Robb
Smith
Speleers
Theobold
Wilton
2015: Downton Abbey, series 5
Bonneville
Carmichael
Carter
Cassidy
Coyle
Dockery
Doyle
Froggatt
James
James-Collier
Leech
Logan
McGovern
McShera
Nicol
Ovenden
Smith
Wilton
2016: Stranger Things, season 1
M. B. Brown
Buono
Chrest
Dyer
Harbour
Heaton
Keery
Matarazzo
McLaughlin
Modine
Morgan
Reynolds
Ryder
Schnapp
Steger
Wolfhard
2017: This Is Us, season 1/season 2
Baker
Breckenridge
S. K. Brown
Chavis
Hartley
Herman
Jones
Metz
Moore
Sullivan
Ventimiglia
Watson
Zeile
Complete list
(1994–1999)
(2000–2009)
(2010–present)
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