The course project for Corporate Finance this session involves an analysis of two competing companies, at least one of which is on the Dow. Sources suggested for information include http://finance.yahoo.com, http://www.morningstar.com and http://www.sec.gov/. Additional insights may be available in the Wall Street Journal. Choice of Microsoft and Google The first question involves a comparison of executive compensation between the two companies chosen. Since I own a software business, I chose Microsoft (MSFT) and Google (GOOG) as competing companies for my evaluation. In the software space, these two companies also represent very different approaches to software design, development and consumer consumption of the end result. Business Models Before I jump in to my analysis, it might be worth mentioning that, while both are software companies, they follow different business models. Microsoft has been more of a traditional software company, selling software as a product. That includes packaging, distribution, wholesale, OEM and other supply chain concerns. Google has been a software as a service (SaaS) company from the beginning. Delivery of their products has been almost exclusively online. Both companies have deviated from their roots in recent years. For example, Microsoft is attempting to move into the cloud  and services space with offerings like Bing, Azure and Office Online. Meanwhile, Google has been moving into a product space with their Android devices and Chromebooks. Google’s purchase of Motorola is further evidence of their interest in the product space.  Compensation Analysis The professor suggested that the 10-k filing would be a good place to get information for this project. Unfortunately, the 10-k filing section for Executive Compensation only made a reference to a Proxy document. I did a little more digging and discovered that I could find the Proxy statement using these steps: Go to http://www.sec.gov/ In the main search type the company name (ticker symbol doesn’t work). Also make sure the option next to search has “company filings” selected. Click the link under the “CIK” column for the company you want. Multiple results will come up. In my experience, you want the result with the SIC value in the description, as shown below. In the “filter results” panel near the top, type “DEF” into the “Filter Type” box Results are sorted by filing date by default. Choose...

The first class session of my Business Law class this semester focused on four aspects that make up a contract. Without all four elements, there is no contract. With all four in place, a contract is valid. The four elements are: Agreement Consideration Capacity Lawful object Agreement Agreement refers to the understanding between the parties to the contract about what the contract means. This includes the nature and details of a promise or act. In a bilateral contract the agreement is made up of a promise for a promise. A unilateral contract involves a promise for an act. Consideration Consideration is anything of legal value that is in play for the contract. This may include money or other assets. It may also be something else that each party to the contract assigns value to, regardless of it’s monetary value. In some cases promissory estoppel is used in place of consideration. Capacity Capacity refers to the ability of a party to the contract to understand and commit to its terms. Some things that affect capacity include age, state of mind and even blood alcohol level. Contracts entered into by parties that have impaired capacity may be considered voidable or even void. Lawful object A contract must have a Lawful object. This means the contract cannot have an end that is illegal or prohibited. If a contract is entered into which has an illegal object, it is unenforceable. This may include crimes and fraud. Uniform Commercial Code The Uniform Commercial Code (UCC or U.C.C.) is a collection of recommendations or ideals that are generally agreed upon and can be used in the creation of a contract. The UCC may vary from state to state and is not strictly a law in all places. The UCC deals most specifically with Goods. Timing Timing plays several roles in contract law. May contracts become void after a certain amount of time has elapsed. This is one way to terminate a contract. Timing also is crucial to the establishment of a contract. The effects of timing in terms of the offer being accepted, rejected or a counter offer being made were complicated in the past when the primary communication mechanism was traditional mail. Today, with email and other forms...