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by jrock08
3773 days ago
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I'm not sure if this is a valid comparison, but imagine that a group of doctors got together and founded a hospital, and decided that they would run the hospital as a co-op, where employees would buy into the co-op rather than receiving a normal salary. However, as they grow they realize that they actually need some corporate guidance, so they find a management company. The management company doesn't want an ownership stake in the co-op, and the co-op doesn't want to dilute it's members, so instead they mutually agree to pay the management company a fixed X million dollars for it's contracting services. In the meantime, the co-op grows 10-fold, but the contract with the management company doesn't change (somehow, let's just assume the co-op doesn't require active management, they just need guidance occasionally or something). Now, someone looks at this and says, hey, if you had the normal management structure you'd be paying 10 times what you pay for your current management since they would take home y% of the profit and that would be taxed, but instead your co-op gets better tax treatment. This would clearly be absurd, the management company is happy with their fee, and the co-op members are happy. The fact that "normal" corporate structure would pay more in tax shouldn't really factor into the decision since the question should be, given your corporate structure, are you paying taxes. |
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> In the meantime, the co-op grows 10-fold, but the contract with the management company doesn't change (somehow, let's just assume the co-op doesn't require active management, they just need guidance occasionally or something)
The question isn't what a "normal management structure" would cost. It's what the affiliated entity would normally charge in the market for the same service. Vanguard's sells its investment management services to the mutual fund at cost because it's owned by the mutual fund. It wouldn't do that otherwise.
So to make your example comparable, the co-op buys the management company, and makes it operate at zero profit. So the question is: would the management company be happy making zero profit if it weren't owned by the co-op? The answer is: probably not.