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119-410: Cooperation between private actors, corporations and governments has existed since the inception of sovereign states , notably for the purpose of tax collection and colonization . Contemporary "public–private partnerships" came into being around the end of the 20th century. They were aimed at increasing the private sector's involvement in public administration . They were seen by governments around

238-405: A rent-seeking behavior, which leads to spiraling costs for users and/or taxpayers in the operation phase of the project. Some public–private partnerships, when the development of new technologies is involved, include profit-sharing agreements. This generally involves splitting revenues between the inventor and the public once a technology is commercialized. Profit-sharing agreements may stand over

357-492: A separate legal person was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled. However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company. The next, crucial development, then, was the Limited Liability Act 1855 , passed at the behest of the then Vice President of

476-485: A water privatisation ) for a given number of years. Other forms of contracts between public and private entities, namely lease contract and management contract (in the water sector often called by the French term affermage ), are closely related but differ from a concession in the rights of the operator and its remuneration. A lease gives a company the right to operate and maintain a public utility, but investment remains

595-469: A building contractor, a maintenance company, and one or more equity investors. The two former are typically equity holders in the project, who make decisions but are only repaid when the debts are paid, while the latter is the project's creditor (debt holder). It is the SPV that signs the contract with the government and with subcontractors to build the facility and then maintain it. A typical PPP example would be

714-681: A business (such as a water supply system in a city); in some cases, such as mining , it may involve merely the transfer of exclusive or non-exclusive easements . In the private sector, the owner of a concession — the concessionaire — typically pays either a fixed sum or a percentage of revenue to the owner of the entity from which it operates. Examples of concessions within another business are concession stands within sporting venues and movie theaters and concessions in department stores operated by other retailers . Short term concessions may be granted as promotional space for periods as short as one day. Concession agreement may also state

833-400: A charter granted by the government. As explained above, such charters were often enacted as private bills . Today, a corporation is formed, or incorporated , by registering with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires

952-489: A corporation are typically controlled by individuals appointed by the members. In some cases, this will be a single individual but more commonly corporations are controlled by a committee or by committees. Broadly speaking, there are two kinds of committee structure. In countries with co-determination (such as in Germany ), workers elect a fixed fraction of the corporation's board. Historically, corporations were created by

1071-436: A corporation as: a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by the policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising

1190-439: A corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation. Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company. The word "corporation" derives from corpus ,

1309-954: A cross-border interest has been subject to the principles of the Treaty on the Functioning of the European Union . The European Commission had originally included public concession contracts in the Services Directive of 1992, but these were removed from its scope by the European Council. However, the European Parliament and the Council issued a further Directive 2014/23/EU on the award of concession contracts on 26 February 2014, which required EU member states to introduce national legislation covering

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1428-424: A distinct name. Historically, some corporations were named after the members of their boards of directors: for example, the " President and Fellows of Harvard College " is the name of one of the two governing boards of Harvard University , but it is also the exact name under which Harvard was legally incorporated. Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to

1547-471: A fixed period of time or in perpetuity. Using PPPs have been justified in various ways over time. Advocates generally argue that PPPs enable the public sector to harness the expertise and efficiencies that the private sector can bring to the delivery of certain facilities and services traditionally procured and delivered by the public sector. On the other hand, critics suggest that PPPs are part of an ideological program that seeks to privatize public services for

1666-449: A hospital building financed and constructed by a private developer and then leased to the hospital authority. The private developer then acts as landlord, providing housekeeping and other non-medical services, while the hospital itself provides medical services. The SPV links the firms responsible of the building phase and the operating phase together. Hence there is a strong incentives in the building stage to make investments with regard to

1785-467: A mix of public and private endeavors throughout history. Muhammad Ali of Egypt utilized " concessions " in the early 1800s to obtain public works for minimal cost while the concessionaires' companies made most of the profits from projects such as railroads and dams. Much of the early infrastructure of the United States was built by what can be considered public–private partnerships. This includes

1904-537: A partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders. Dutch and English chartered companies, such as the Dutch East India Company (also known by its Dutch initials: VOC) and the Hudson's Bay Company , were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by

2023-490: A partnership or some other form of collective ownership (in the United States it can be used by a sole proprietorship but this is not generally the case elsewhere). Despite not being human beings, corporations have been ruled legal persons in a few countries, and have many of the same rights as natural persons do. For example, a corporation can own property, and can sue or be sued for as long as it exists. Corporations can exercise human rights against real individuals and

2142-481: A private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies. Then, in 1843, William Gladstone became the chairman of a Parliamentary Committee on Joint Stock Companies, which led to the Joint Stock Companies Act 1844 , regarded as the first modern piece of company law. The Act created

2261-419: A private or nonprofit entity." A more general term for such agreements is "shared service delivery", in which public-sector entities join with private firms or non-profit organizations to provide services to citizens. There is a semantic debate pertaining to whether public–private partnerships constitute privatization or not. Some argue that it isn't "privatization" because the government retains ownership of

2380-466: A proliferation of laws allowing for the creation of corporations by registration across the world, which helped to drive economic booms in many countries before and after World War I. Another major post World War I shift was toward the development of conglomerates , in which large corporations purchased smaller corporations to expand their industrial base. Starting in the 1980s, many countries with large state-owned corporations moved toward privatization ,

2499-454: A radical reform of government service provision. In 1997, the new British government of Tony Blair 's Labour Party expanded the PFI but sought to shift the emphasis to the achievement of "value for money", mainly through an appropriate allocation of risk. Blair created Partnerships UK (PUK), a new semi-independent organization to replace the previous pro-PPP government institutions. Its mandate

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2618-496: A single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in law for certain purposes. Early incorporated entities were established by charter (i.e., by an ad hoc act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration . Corporations come in many different types but are usually divided by

2737-457: A transfer of risk, but when things go wrong the risk stays with the public sector and, at the end of the day, the public because the companies expect to get paid. The health board should now be seeking an exit from this failed arrangement with Consort and at the very least be looking to bring facilities management back in-house. Furthermore, assessments ignore the practices of risk transfers to contractors under traditional procurement methods. As for

2856-958: A variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence. Due to the late 18th century abandonment of mercantilist economic theory and the rise of classical liberalism and laissez-faire economic theory due to a revolution in economics led by Adam Smith and other economists, corporations transitioned from being government or guild affiliated entities to being public and private economic entities free of governmental directions. Smith wrote in his 1776 work The Wealth of Nations that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own. The British Bubble Act 1720s prohibition on establishing companies remained in force until its repeal in 1825. By this point,

2975-451: A vested interest in recommending the PPP option over the traditional public procurement method. The lack of transparency surrounding individual PPP projects makes it difficult to draft independent value-for-money assessments. A number of Australian studies of early initiatives to promote private investment in infrastructure concluded that in most cases, the schemes being proposed were inferior to

3094-495: A wide range of risk allocations, funding arrangements, and transparency requirements. The advancement of PPPs, as a concept and a practice, is a product of the new public management of the late 20th century, the rise of neoliberalism, and globalization pressures. Despite there being no formal consensus regarding a definition, the term has been defined by major entities. For example, The OECD formally defines public–private partnerships as "long term contractual arrangements between

3213-406: Is a concept used to evaluate P3 private-partner bids against a hypothetical public sector comparator designed to approximate the costs of a fully public option (in terms of design, construction, financing, and operations). P3 value for money calculations consider a range of costs, the exact nature of which has changed over time and varies by jurisdiction. One thing that does remain consistent, however,

3332-419: Is a grant of rights, land, property, or facility by a government, local authority, corporation, individual or other legal entity. Public services such as water supply may be operated as a concession. In the case of a public service concession, a private company enters into an agreement with the government to have the exclusive right to operate, maintain and carry out investment in a public utility (such as

3451-473: Is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create bylaws that govern the internal functions of the corporation, such as meeting procedures and officer positions. In theory, a corporation cannot own its own stock. An exception is treasury stock , where the company essentially buys back stock from its shareholders, which reduces its outstanding shares. This essentially becomes

3570-504: Is borne exclusively by the users of the service, for example, by toll road users such as in the case of Toronto 's Yonge Street at the dawn of the 19th century, and the more recent Highway 407 in Ontario . In other types (notably the PFI), capital investment is made by the private sector on the basis of a contract with the government to provide agreed-on services, and the cost of providing

3689-418: Is established or renewed, the financing is, from the public sector's perspective, "on-balance sheet". According to PPP advocates, the public sector will regularly benefit from significantly deferred cash flows. This viewpoint has been contested through research that shows that a majority of PPP projects ultimately cost significantly more than traditional public ones. In the European Union, the fact that PPP debt

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3808-444: Is generally limited to their investment. One of the attractive early advantages business corporations offered to their investors , compared to earlier business entities like sole proprietorships and joint partnerships , was limited liability. Limited liability separates control of a company from ownership and means that a passive shareholder in a corporation will not be personally liable either for contractually agreed obligations of

3927-447: Is limited: one can only collect from whatever assets the entity still controls when one obtains a judgment against it. Corporate names are supposed to be unique to the jurisdiction in which the corporation is registered. Governments will not allow another corporation or any other kind of legal entity to register a name that is too similar to the name of an existing corporation. However, since "different states may register entities with

4046-518: Is not recorded as debt and remains largely "off-balance-sheet" has become a major concern. Indeed, keeping the PPP project and its contingent liabilities "off balance sheet" means that the true cost of the project is hidden. According to the International Monetary Fund , economic ownership of the asset should determine whether to record PPP-related assets and liabilities in the government's or the private corporation's balance sheet

4165-454: Is not straightforward. The effectiveness of PPPs as cost-saving venture has been refuted by numerous studies. Research has showed that on average, governments pay more for PPPs projects than for traditional publicly financed projects. The higher cost of P3s is attributed to these systemic factors: Sometimes, private partners manage to overcome these costs and provide a project cheaper for taxpayers. This can be done by cutting corners, designing

4284-459: Is responsible, and the Private sector assumes that risk at a cost for the taxpayer. If the value of the risk transfer is appraised too high, then the government is overpaying for P3 projects. Incidentally, a 2018 UK Parliament report underlines that some private investors have made large returns from PPP deals, suggesting that departments are overpaying for transferring the risks of projects to

4403-478: Is that it is unclear what the catchy term "value-for-money" means in the technical details relating to their practical implementation. A Scottish auditor once qualified this use of the term as "technocratic mumbo-jumbo". Project promoters often contract a PPP unit or one of the Big Four accounting firms to conduct the value for money assessments. Because these firms also offer PPP consultancy services, they have

4522-453: Is that most of the up-front financing is made through the private sector. The way this financing is done differs significantly by country. For P3s in the UK, bonds are used rather than bank loans . In Canada, P3 projects usually use loans that must be repaid within five years, and the projects are refinanced at a later date. In some types of public–private partnership, the cost of using the service

4641-460: Is the favoring of "risk transfer" to the private partner, to the detriment of the public sector comparator. Value for money assessment procedures were incorporated into the PFI and its Australian and Canadian counterparts beginning in the late 1990s and early 2000s. A 2012 study showed that value-for-money frameworks were still inadequate as an effective method of evaluating PPP proposals. The problem

4760-407: Is usually required to register with other governments as a foreign corporation and must formally appoint a registered agent to accept service of process within such other jurisdictions. A foreign corporation is almost always subject to the laws of its host state pertaining to external affairs such as employment , crimes , contracts , civil actions , and the like. Corporations generally have

4879-673: The City of London , accountancy and consultancy firms who had a vested interest in the success of PFI. Around the same time, PPPs were being initiated haphazardly in various OECD countries. The first governments to implement them were ideologically neoliberal and short on revenues : they were thus politically and fiscally inclined to try out alternative forms of public procurement. These early PPP projects were usually pitched by wealthy and politically connected business magnates . This explains why each countries experimenting with PPPs started in different sectors . At that time, PPPs were seen as

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4998-715: The Industrial Revolution had gathered pace, pressing for legal change to facilitate business activity. The repeal was the beginning of a gradual lifting on restrictions, though business ventures (such as those chronicled by Charles Dickens in Martin Chuzzlewit ) under primitive companies legislation were often scams. Without cohesive regulation, proverbial operations like the "Anglo-Bengalee Disinterested Loan and Life Assurance Company" were undercapitalized ventures promising no hope of success except for richly paid promoters. The process of incorporation

5117-620: The Latin word for body, or a "body of people". By the time of Justinian (reigned 527–565), Roman law recognized a range of corporate entities under the names Universitas , corpus or collegium . Following the passage of the Lex Julia during the reign of Julius Caesar as Consul and Dictator of the Roman Republic (49–44 BC), and their reaffirmation during the reign of Caesar Augustus as Princeps senatus and Imperator of

5236-457: The Registrar of Joint Stock Companies , empowered to register companies by a two-stage process. The first, provisional, stage cost £5 and did not confer corporate status, which arose after completing the second stage for another £5. For the first time in history, it was possible for ordinary people through a simple registration procedure to incorporate. The advantage of establishing a company as

5355-853: The Roman Army (27 BC–14 AD), collegia required the approval of the Roman Senate or the Emperor in order to be authorized as legal bodies . These included the state itself (the Populus Romanus ), municipalities, and such private associations as sponsors of a religious cult , burial clubs , political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated privileges and liberties by

5474-729: The War of the Spanish Succession , which gave Great Britain an asiento to trade in the region for thirty years. In fact, the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in Britain, enticed by extravagant promises of profit from company promoters bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed

5593-562: The public debt of the British government. This accelerated the inflation of the share price further, as did the Bubble Act 1720 , which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a royal charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price, which in turn led to higher share prices. This

5712-548: The public-sector borrowing requirement , although, as already noted, the effect on public accounts was largely illusory. Initially, the private sector was unenthusiastic about PFI, and the public sector was opposed to its implementation. In 1993, the Chancellor of the Exchequer described its progress as "disappointingly slow". To help promote and implement the policy, Major created institutions staffed with people linked with

5831-658: The Board of Trade, Robert Lowe . This allowed investors to limit their liability in the event of business failure to the amount they invested in the company – shareholders were still liable directly to creditors , but just for the unpaid portion of their shares . (The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844). The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from

5950-713: The Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices . Investors in the VOC were issued paper certificates as proof of share ownership, and were able to trade their shares on the original Amsterdam Stock Exchange . Shareholders were also explicitly granted limited liability in

6069-699: The English East India Company would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitative. On 31 December 1600, Queen Elizabeth I granted the company a 15-year monopoly on trade to and from the East Indies and Africa . By 1711, shareholders in the East India Company were earning a return on their investment of almost 150 per cent. Subsequent stock offerings demonstrated just how lucrative

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6188-632: The Philadelphia and Lancaster Turnpike road in Pennsylvania, which was initiated in 1792, an early steamboat line between New York and New Jersey in 1808; many of the railroads, including the nation's first railroad , chartered in New Jersey in 1815; and most of the modern electric grid . In Newfoundland, Robert Gillespie Reid contracted to operate the railways for fifty years from 1898, though originally they were to become his property at

6307-424: The UK, such as fraud and corporate manslaughter . However, corporations are not considered living entities in the way that humans are. Legal scholars and others, such as Joel Bakan , have observed that a business corporation created as a "legal person" has a psychopathic personality because it is required to elevate its own interests above those of others even when this inflicts major risks and grave harms on

6426-539: The act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862 . This prompted the English periodical The Economist to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated." The major error of this judgment

6545-580: The basis of ideology and accounting fallacies arising from the fact that public accounts did not distinguish between recurrent and capital expenditures. In 1992, the Conservative government of John Major in the United Kingdom introduced the Private finance initiative (PFI), the first systematic program aimed at encouraging public–private partnerships. The 1992 program focused on reducing

6664-411: The bill for disproportionately high interest costs. PPPs also have high transaction costs . PPPs are controversial as funding tools, largely over concerns that public return on investment is lower than returns for the private funder. PPPs are closely related to concepts such as privatization and the contracting out of government services. The secrecy surrounding their financial details complexifies

6783-561: The company had become. Its first stock offering in 1713–1716 raised £418,000, its second in 1717–1722 raised £1.6 million. A similar chartered company , the South Sea Company , was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the Treaty of Utrecht , signed in 1713 as a settlement following

6902-556: The company's royal charter. In England, the government created corporations under a royal charter or an Act of Parliament with the grant of a monopoly over a specified territory. The best-known example, established in 1600, was the East India Company of London . Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope . Some corporations at this time would act on

7021-476: The connection of the poor to water and sanitation, water tariffs have increased out of reach of poor households. Water multinationals are withdrawing from developing countries, and the World Bank is reluctant to provide support. Corporation This is an accepted version of this page A corporation is an organization —usually a group of people or a company —authorized by the state to act as

7140-495: The contractor. One of the main criticisms of public–private partnerships is the lack of accountability and transparency associated with these projects. Part of the reason why evidence of PPP performance is often unavailable is that most financial details of P3s are under the veil of commercial confidentiality provisions, and unavailable to researchers and the public. Around the world, opponents of P3s have launched judicial procedures to access greater P3 project documentation than

7259-725: The contractual complexities and rigidities they entail". In the United Kingdom, many private finance initiative programs ran dramatically over budget and have not provided value for money for the taxpayer, with some projects costing more to cancel than to complete. An in-depth study conducted by the National Audit Office of the United Kingdom concluded that the private finance initiative model had proved to be more expensive and less efficient in supporting hospitals, schools, and other public infrastructure than public financing. A treasury select committee stated that 'PFI

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7378-402: The corporate model for this reason (as a trust ). State governments began to adopt more permissive corporate laws from the early 19th century, although these were all restrictive in design, often with the intention of preventing corporations from gaining too much wealth and power. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to

7497-490: The corporate status of the entity (for example, "Incorporated" or "Inc." in the United States) or the limited liability of its members (for example, "Limited", "Ltd.", or "LLC"). These terms vary by jurisdiction and language. In some jurisdictions, they are mandatory, and in others, such as California, they are not. Their use puts everybody on constructive notice that they are dealing with an entity whose liability

7616-408: The corporation is determined by the portion of shares in the company that they own. Thus, a person who owns a quarter of the shares of a joint-stock company owns a quarter of the company, is entitled to a quarter of the profit (or at least a quarter of the profit given to shareholders as dividends) and has a quarter of the votes capable of being cast at general meetings. In another kind of corporation,

7735-408: The corporation to designate its principal address, as well as a registered agent (a person or company designated to receive legal service of process). It may also be required to designate an agent or other legal representatives of the corporation. Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it

7854-556: The corporation, or for torts (involuntary harms) committed by the corporation against a third party (acts done by the controllers of the corporation). Where local law distinguishes corporations by their ability to issue stock , corporations allowed to do so are referred to as stock corporations ; one type of investment in the corporation is through stock, and owners of stock are referred to as stockholders or shareholders . Corporations not allowed to issue stock are referred to as non-stock corporations ; i.e. those who are considered

7973-410: The cost of the complex scientific laboratory, which was ultimately built, was very much larger than estimated. On the other hand, Allyson Pollock argues that in many PFI projects risks are not in fact transferred to the private sector and, based on the research findings of Pollock and others, George Monbiot argues that the calculation of risk in PFI projects is highly subjective, and is skewed to favor

8092-464: The costs to be larger than what was projected. Another risk within this area is with change of governance from differing political representatives could lead to projects being diminished or reduction of the allocated budget. This is common within PPPs as different political actors are likely to scrutinise their opponents based on their ideological positions. Private monopolies created by PPPs can generate

8211-585: The costs were on average 16% lower for traditional publicly procured projects than for PPPs. A 2014 report by the Auditor General of Ontario said that the province overpaid by $ 8 billion through PPPs. In response to these negative findings about the costs and quality of P3 projects, proponents developed formal procedures for the assessment of PPPs which focused heavily on value for money . Heather Whiteside defines P3 "Value for money" as: Not to be confused with lower overall project costs, value for money

8330-520: The emperor. The concept of the corporation was revived in the Middle Ages with the recovery and annotation of Justinian's Corpus Juris Civilis by the glossators and their successors the commentators in the 11th–14th centuries. Particularly important in this respect were the Italian jurists Bartolus de Saxoferrato and Baldus de Ubaldis , the latter of whom connected the corporation to

8449-476: The end of the period. The late 20th and early 21st century saw a clear trend toward governments across the globe making greater use of various PPP arrangements. Pressure to change the model of public procurement was associated with the neoliberal turn. Instigators of the policy portrayed PPPs as a solution to concerns about the growing level of public debt during the 1970s and 1980s. They sought to encourage private investment in infrastructure , initially on

8568-422: The equivalent of unissued capital, where it is not classified as an asset on the balance sheet (passive capital). Under the internal affairs doctrine , the law of the jurisdiction in which a corporation is incorporated will govern its internal activities—that is, conflicts between shareholders and managers such as the board of directors and corporate officers. If a corporation operates outside its home state, it

8687-468: The facilities and assets to the concessionaire. Those that were built, acquired and designated by the concessionaire may initially be owned and controlled by the concessionaire and these will be transferred to the authority once its concession duration is ended. Muhammad Ali of Egypt used contracts called concessions to build cheap infrastructure - dams and railroads - whereby foreign European companies would raise capital, build projects, and collect most of

8806-402: The facilities. The assets and facilities that were built, designated, and acquired prior to the turnover of operations and maintenance from the authority to the concessionaire and are included on a plan of a project that was planned by an authority are predetermined as owned by the authority and to be operated and maintained by the concessionaire upon the turnover of operations and maintenance of

8925-600: The facility and/or remains responsible for public service delivery. Others argue that they exist on a continuum of privatization, P3s being a more limited form of privatization than the outright sale of public assets, but more extensive than simply contracting out government services. Because "privatization" has a negative connotation in some circles, supporters of P3s generally take the position that P3s do not constitute privatization, while P3 opponents argue that they do. The Canadian Union of Public Employees describes P3s as "privatization by stealth". Governments have used such

9044-406: The government and a private partner whereby the latter delivers and funds public services using a capital asset, sharing the associated risks". According to David L. Weimer and Aidan R. Vining, "A P3 typically involves a private entity financing, constructing, or managing a project in return for a promised stream of payments directly from government or indirectly from users over the projected life of

9163-409: The government of the day appear more fiscally responsible , while offloading the costs of their projects to service users or future governments. In Canada, many auditors general have condemned this practice, and forced governments to include PPP projects "on-balance sheet". On PPP projects where the public sector intends to compensate the private sector through availability payments once the facility

9282-460: The government's behalf, bringing in revenue from its exploits abroad. Subsequently, the company became increasingly integrated with English and later British military and colonial policy, just as most corporations were essentially dependent on the Royal Navy 's ability to control trade routes. Labeled by both contemporaries and historians as "the grandest society of merchants in the universe",

9401-661: The history of companies was the 1897 decision of the House of Lords in Salomon v. Salomon & Co. where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners. In the United States , forming a corporation usually required an act of legislation until the late 19th century. Many private firms, such as Carnegie 's steel company and Rockefeller 's Standard Oil , avoided

9520-421: The idea of the corporation as legal persons can help to clarify the role of citizens as political stakeholders , and to break down the sharp conceptual dichotomy between the state and the people or the individual, a distinction that, on his account, is "increasingly unable to meet the demands placed on the state in the modern world". Other Concession (contract) A concession or concession agreement

9639-500: The idea that the private sector is inherently better at managing risk, there has been no comprehensive study comparing risk management by the public sector and by P3s. Auditor Generals of Quebec , Ontario and New Brunswick have publicly questioned P3 rationales based on a transfer of risk, the latter stating he was "unable to develop any substantive evidence supporting risk transfer decisions". Furthermore, many PPP concessions proved to be unstable and required to be renegotiated to favor

9758-471: The lack of investor rights guarantees, commercial confidentiality laws, and dedicated state spending on public infrastructure in these countries made the implementation of public–private partnership in transition economies difficult. PPPs in the countries usually can't rely on stable revenues from user fees either. The World Bank 's Public-Private Infrastructure Advisory Forum attempts to mitigate these challenges. A defining aspect of many infrastructure P3s

9877-650: The landmark 1856 Joint Stock Companies Act . This was subsequently consolidated with a number of other statutes in the Companies Act 1862, which remained in force for the rest of the century, up to and including the time of the decision in Salomon v A Salomon & Co Ltd . The legislation shortly gave way to a railway boom, and from then, the numbers of companies formed soared. In the later nineteenth century, depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion

9996-521: The law of the jurisdiction where they are chartered based on two aspects: whether they can issue stock , or whether they are formed to make a profit . Depending on the number of owners, a corporation can be classified as aggregate (the subject of this article) or sole (a legal entity consisting of a single incorporated office occupied by a single natural person ). Registered corporations have legal personality recognized by local authorities and their shares are owned by shareholders whose liability

10115-425: The legal document which established the corporation or which contains its current rules will determine the requirements for membership in the corporation. What these requirements are depends on the kind of corporation involved. In a worker cooperative , the members are people who work for the cooperative. In a credit union , the members are people who have accounts with the credit union. The day-to-day activities of

10234-418: The limited "bottom line" sheets available on the project's websites. When they are successful, the documents they receive are often heavily redacted. A 2007 survey of U.S. city managers revealed that communities often fail to sufficiently monitor PPPs: "For instance, in 2002, only 47.3% of managers involved with private firms as delivery partners reported that they evaluate that service delivery. By 2007, that

10353-532: The lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun , Sweden , obtained a charter from King Magnus Eriksson in 1347. In medieval times , traders would do business through common law constructs, such as partnerships . Whenever people acted together with a view to profit, the law deemed that

10472-479: The majority of P3 projects in Australia. Wall Street firms have increased their interest in PPP since the 2008 financial crisis. Government sometimes make in kind contributions to a PPP, notably with the transfer of existing assets. In projects that are aimed at creating public goods , like in the infrastructure sector, the government may provide a capital subsidy in the form of a one-time grant so as to make

10591-417: The members of their boards. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on a registration number (for example, "12345678 Ontario Limited"), which is assigned by the provincial or territorial government where the corporation incorporates. In most countries, corporate names include a term or an abbreviation that denotes

10710-488: The metaphor of the body politic to describe the state . Early entities which carried on business and were the subjects of legal rights included the collegium of ancient Rome and the sreni of the Maurya Empire in ancient India. In medieval Europe, churches became incorporated, as did local governments, such as the City of London Corporation . The point was that the incorporation would survive longer than

10829-668: The operating revenue but would provide Ali's government with a portion of that revenue. Within the European Union , the granting of concessions by public bodies is subject to regulation. Works concessions have been subject to award rules for some time as Directive 2004/18/EC of the European Parliament and of the Council of the EU on public procurement applied to works concessions. The award of services concessions with

10948-736: The operating stage. These investments can be desirable but may also be undesirable (e.g., when the investments not only reduce operating costs but also reduce service quality). Public infrastructure is a relatively low-risk, high-reward investment, and combining it with complex arrangements and contracts that guarantee and secure the cash flows make PPP projects prime candidates for project financing . The equity investors in SPVs are usually institutional investors such as pension funds, life insurance companies, sovereign wealth and superannuation funds, and banks. Major P3 investors include AustralianSuper , OMERS and Dutch state-owned bank ABN AMRO , which funded

11067-408: The owners of a non-stock corporation are persons (or other entities) who have obtained membership in the corporation and are referred to as a member of the corporation. Corporations chartered in regions where they are distinguished by whether they are allowed to be for-profit are referred to as for-profit and not-for-profit corporations, respectively. Shareholders do not typically actively manage

11186-610: The private sector, one of the Treasury's stated benefits of PPP. Supporters of P3s claim that risk is successfully transferred from public to private sectors as a result of P3, and that the private sector is better at risk management . As an example of successful risk transfer, they cite the case of the National Physical Laboratory . This deal ultimately caused the collapse of the building contractor Laser (a joint venture between Serco and John Laing ) when

11305-481: The private sector: When private companies take on a PFI project, they are deemed to acquire risks the state would otherwise have carried. These risks carry a price, which proves to be remarkably responsive to the outcome you want. A paper in the British Medical Journal shows that before risk was costed, the hospital schemes it studied would have been built much more cheaply with public funds. After

11424-455: The process of evaluating whether PPPs have been successful. PPP advocates highlight the sharing of risk and the development of innovation , while critics decry their higher costs and issues of accountability . Evidence of PPP performance in terms of value for money and efficiency, for example, is mixed and often unavailable. There is no consensus about how to define a PPP. The term can cover hundreds of different types of long-term contracts with

11543-402: The profits of private entities. PPPs are often structured so that borrowing for the project does not appear on the balance sheet of the public-sector body seeking to make a capital investment. Rather, the borrowing is incurred by the private-sector vehicle implementing the project, with or without an explicit backup guarantee of the loan by the public body. On PPP projects where the cost of using

11662-471: The project economically viable. In other cases, the government may support the project by providing revenue subsidies, including tax breaks or by guaranteed annual revenues for a fixed period. Within public-private partnerships (PPPs), there are various risks associated. One risk common within PPPs is the lack of proper or accurate cost evaluation. Oftentimes the estimated costs of a project will not properly account for delays or unexpected events, leading to

11781-474: The project or some other specified period of time". A 2013 study published in State and Local Government Review found that definitions of public-private partnerships vary widely between municipalities: "Many public and private officials tout public–private partnerships for any number of activities, when in truth the relationship is contractual, a franchise, or the load shedding of some previously public service to

11900-495: The project so as to be more profitable in the operational phase, charging user fees, and/or monetizing aspects of the projects not covered by the contract. For P3 schools in Nova Scotia , this latter aspect has included restricting the use of schools' fields and interior walls, and charging after-hours facility access to community groups at 10 times the rate of non-P3 schools. In Ontario, a 2012 review of 28 projects showed that

12019-411: The public or on other third-parties. Such critics note that the legal mandate of the corporation to focus exclusively on corporate profits and self-interest often victimizes employees, customers, the public at large, and/or the natural resources . The political theorist David Runciman notes that corporate personhood forms a fundamental part of the modern history of the idea of the state , and believes

12138-463: The responsibility of the public. Under a management contract the operator will collect the revenue only on behalf of the government and will in turn be paid an agreed fee. A grant of land or a property by the government may be in return for services or for a particular use, a right to undertake and profit by a specified activity, a lease for a particular purpose. A concession may include the right to use some existing infrastructure required to carry out

12257-493: The risk was costed, they all tipped the other way; in several cases by less than 0.1%. Following an incident in the Royal Infirmary of Edinburgh where surgeons were forced to continue a heart operation in the dark following a power cut caused by PFI operating company Consort, Dave Watson from Unison criticized the way the PFI contract operates: It's a costly and inefficient way of delivering services. It's meant to mean

12376-416: The role of an authority and concessionaire and conditions regarding control and ownership of the assets and facilities such as concession can either allow the authority to retain or keep actual ownership of the assets, turning over to the concessionaire and reverting the control and ownership back to an authority once the duration of their concession ended or both the authority and concessionaire control and own

12495-407: The same names, a corporate name is a unique identifier only when combined with the name of the state of incorporation". This explains why lawyers in legal papers often expressly refer to a corporation's state of incorporation after the first mention of its name. Some jurisdictions do not allow the use of the word " company " alone to denote corporate status, since the word " company " may refer to

12614-431: The selling of publicly owned (or 'nationalised') services and enterprises to corporations. Deregulation (reducing the regulation of corporate activity) often accompanied privatization as part of a laissez-faire policy. A corporation is, at least in theory, owned and controlled by its members. In a joint-stock company the members are known as shareholders, and each of their shares in the ownership, control, and profits of

12733-441: The service is intended to be borne exclusively by the end-user, or through a lease billed to the government every year during the operation phase of the project, the PPP is, from the public sector's perspective, an " off-balance sheet " method of financing the delivery of new or refurbished public-sector assets. This justification was particularly important during the 1990s, but has been exposed as an accounting trick designed to make

12852-410: The services is borne wholly or in part by the government. Typically, a private-sector consortium forms a special company called a special-purpose vehicle (SPV) to develop, build, maintain, and operate the asset for the contracted period. In cases where the government has invested in the project, it is typically (but not always) allotted an equity share in the SPV. The consortium is usually made up of

12971-555: The standard model of public procurement based on competitively tendered construction of publicly owned assets. In 2009, the New Zealand Treasury , in response to inquiries by the new National Party government, released a report on PPP schemes that concluded that "there is little reliable empirical evidence about the costs and benefits of PPPs" and that there "are other ways of obtaining private sector finance", as well as that "the advantages of PPPs must be weighed against

13090-500: The state, and they can themselves be responsible for human rights violations. Corporations can be "dissolved" either by statutory operation, the order of the court, or voluntary action on the part of shareholders. Insolvency may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order, but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of special criminal offenses in

13209-581: The state, in 1896. In 1899, Delaware followed New Jersey's lead with the enactment of an enabling corporate statute, but Delaware only became the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913. The end of the 19th century saw the emergence of holding companies and corporate mergers creating larger corporations with dispersed shareholders. Countries began enacting antitrust laws to prevent anti-competitive practices and corporations were granted more legal rights and protections. The 20th century saw

13328-427: The world as a method of financing new or refurbished public sector assets outside their balance sheet . While PPP financing comes from the private sector, these projects are always paid for either through taxes or by users of the service, or a mix of both. PPPs are structurally more expensive than publicly financed projects because of the private sector's higher cost of borrowing, resulting in users or taxpayers footing

13447-436: Was down to 45.4%. Performance monitoring is a general concern from these surveys and in the scholarly criticisms of these arrangements." After a wave of privatization of many water services in the 1990s, mostly in developing countries, experiences show that global water corporations have not brought the promised improvements in public water utilities. Instead of lower prices, large volumes of investment, and improvements in

13566-453: Was no more efficient than other forms of borrowing and it was "illusory" that it shielded the taxpayer from risk'. One of the main rationales for P3s is that they provide for a transfer of risk : the Private partner assumes the risks in case of cost overruns or project failures. Methods for assessing value-for-money rely heavily on risk transfers to show the superiority of P3s. However, P3s do not inherently reduce risk, they simply reassign who

13685-484: Was opposed to the notion that businessmen could escape accountability for their role in the failing businesses. In 1892, Germany introduced the Gesellschaft mit beschränkter Haftung with a separate legal personality and limited liability even if all the shares of the company were held by only one person. This inspired other countries to introduce corporations of this kind. The last significant development in

13804-454: Was possible only through a royal charter or a private act and was limited, owing to Parliament's jealous protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as unincorporated associations with possibly thousands of members. Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant

13923-534: Was recognised by the same magazine more than 70 years later, when it claimed that, "[t]he economic historian of the future... may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trade corporations, a place of honour with Watt and Stephenson , and other pioneers of the Industrial Revolution. " These two features – a simple registration procedure and limited liability – were subsequently codified into

14042-417: Was the first speculative bubble the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1,000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations and errant directors was bitter. In the late 18th century, Stewart Kyd , the author of the first treatise on corporate law in English, defined

14161-529: Was to promote and implement PFI. PUK was central in making PPPs the "new normal" for public infrastructure procurements in the country. Multiple countries subsequently created similar PPP units based on PUK's model. While initiated in first world countries , PPPs immediately received significant attention in developing countries . This is because the PPP model promised to bring new sources of funding for infrastructure projects in transition economies , which could translate into jobs and economic growth . However,

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