BoM/TWS/SB Wiki

Fane: History and Corporate Structure

Extracts from Wikipedia:

Fane
Fane is a Euro-American transnational conglomerate co-headquartered in London, United Kingdom; New York City, United States; and Rotterdam, Netherlands. In addition, it controls major subsidiaries headquartered in Zurich, Switzerland, and Shanghai, China. Its products include heavy manufacturing, financial services, natural resources, communications, technology, and assorted consumer and business products and services. It is one of the world's largest companies by revenues, assets and profits, and one of the world's oldest multinational companies. Its products are available in around 190 countries.

Fane is a triple-listed company consisting of Fane PLC, based in London; Fane-Powers (USA) Holdings Inc., based in New York; and Fane-Noordzee N.V. based in Rotterdam. These three companies and their subsidiaries operate as nearly as practicable as a single economic entity while remaining separate legal entities with different shareholders and separate stock exchange listings. Fane PLC has a primary listing on the London Stock Exchange while Fane-Powers and Fane-Noordzee are listed on the New York Stock Exchange and Euronext Amsterdam, respectively.

There are a series of legal agreements between the parent companies, together with special provisions in their respective Articles of Association, which are known as the Foundation Agreements. A key requirement of the agreements is that the same people be on the Boards of the three companies. An Equalisation Agreement regulates the mutual rights of shareholders so that, in principle, it makes no financial difference whether a shareholder owns stock in one company rather than the others.

History
Fane was formed as a unified entity by a Foundation Agreement, first, of Fane House PLC of the United Kingdom and Assurantie Unie of the Netherlands in 1925, and a similar Agreement between the newly associated companies and the Powers-Atlas Corporation of the United States in 1926. Subsequently, each company adopted the "Fane" designation as part of their identities by renaming themselves Fane PLC, Fane-Noordzee and Fane-Powers, respectively.

In 1973 Fane capitalized Fane-Lustdorf S.A. in Zurich, Switzerland, as a joint venture of the three companies. A public offering in 1987 left the tripartite Fane parent with a 19% stake in the company; however, an Article of Association similar to that which governs Fane gives it a board of directors that interlocks with that of the other Fane companies.

In 2009 Fane capitalized Fane-Tianshang in Shanghai, China. Various Chinese state-operated enterprises collectively own 81% of the company, with Fane owning 7%; the balance trades publically on the Shanghai Stock Exchange. However, Fane revised its Articles of Association so that, in return for exercising executive control of the Chinese company, a new set of interlocking directorships gives Fane-Tianshang and its shareholders a large minority representation on the boards of the other four Fane companies.

Capital Structure
Each of the primary Fane companies (Fane PLC, Fane-Powers, and Fane-Noordzee) in accordance with the Articles of Association permanently owns just under 10% of the capital stock of the others; this means that just under 20% of each Fane company is controlled by the other two; the upper limit on ownership means that certain securities regulations in the host countries are not triggered.

Subsidiaries
Each Fane corporation has direct control of several subsidiaries. In addition, the companies jointly operate certain other subsidiaries, some in the form of partnerships with other members of the Fane conglomerate. Each company also holds majority or controlling minority stakes in formally independent companies.

Businesses
The primary business divisions of the five-fold Fane corporate enterprise include [but are not limited to; additional may be invented]:

* Business services
-- Esty Oyj [100% Fane-Lustdorf]: Finnish-based security services company

* Communications
-- Macgregor Media [100% Fane-Powers]: owner of 57 AM and FM radio stations in the United States
-- Popular Rheinholdt Parsons [100% Fane-Powers]: International book publishing. Imprints include Parsons Collegiate Media.

* Consumer manufacturing
-- Admiralty Motorcycles [100% Fane PLC]: manufacturer of motorcycles

* Consumer products
-- Macpherson-Mondegreen [100% Fane-Lustdorf]: maker of hard candies, pretzels, packaged nuts and chewing gum

* Financial services
-- Fane Capital [52% Fane-Powers; 48% held jointly by other 4 Fane companies]
-- Grenfell Guaranty [52% Fane PLC; 48% held jointly by other 4 Fane companies]
-- Credit Marchand [52% Fane-Lustdorf; 48% held jointly by other 4 Fane companies]
-- Credit Nederlandse [52% Fane-Nordzee; 48% held jointly by other 4 Fane companies]
-- Tianshang Development Bank [20% Fane-Powers; 10% held jointly by other 4 Fane companies; 70% held by Chinese government]

* Heavy manufacturing
-- Murray-Huemler [50% Fane-Powers; 50% Fane PLC]: manufacturer of jet engines
-- Dynamic Boat [67% Fane-Powers; 33% Fane PLC]: military contractor; manufacturer of submarines
-- Pearson KLG [67% Fane PLC; 33% Fane-Noordzee]: manufacturer of marine electrical equipment and engines

* Medical
-- Vejoves [100% Fane-Lustdorf]: Manufacturer of pharmaceuticals

* Natural resources
-- International Zinc [100% Fane-Powers]: Extractor and refiner of rare earth metals

* Power and energy
-- Anacena Energy [100% Fane-Powers]: Natural gas supplier

* Technology
-- Spartan Techadyne [100% Fane-Powers]: military contractor; manufacturer of unmanned drones




The House of Maybole
The House of Maybole is a loose association of financial services companies formed by a pool of merchant bankers in the 1830s. It takes its name from the parish in the southwest of Scotland where its original partners chartered the companies.

History
The original banking company was organized in 1810 by James Arthur as Arthur & Company, and specialized in marine insurance. After dissolving and reforming as Glen Arthur & Company in 1824 it moved into the underwriting of marine securities and thence into the business of financing railway construction in the United Kingdom.

By the end of the 1830s, following a complex series of changes in partnership, three separate but overlapping banking firms emerged: Glenarthur, Coats & Co.; Matthew Coats & Co.; and Arthur, Coats & Glen. Additional partners founded closely associated companies in the United States (Arthur, Bloom & Co.), France (Glen Freres) and Germany (Dunkel, Glen & Co.)

Unlike many companies of the time, the House of Maybole kept its investment banking and commercial banking operations mostly separate, and so was not seriously affected by the passage of the Glass-Steagall Act. By 1935, however, the various companies had reorganized into four publically traded companies, though an interlocking set of directors continued to exercise majority control over all operations.

In the 1920s the companies temporarily amassed a significant stake in the Fane companies by underwriting the three-way merger of Fane House PLC, Powers-Atlas Corporation, and Assurantie Unie N.V. Under pressure from the United States government, its financial stake was gradually wound down and sold.

During World War II the Franco-German associated company, Dunkel Bellefeu, was forced to suspend operations; revived in 1948 it saw its growth fueled by the impact of the Marshal Plan for European reconstruction.

In 1975 the four companies reorganized as five and adopted "Maybole" as a common signifier: In the United States the investment bank BGA-Maybole and the commercial bank Maybole Merchant Trust; in the United Kingdom, Maybole Glenarthur; in Germany, Deutsche Maybole Dunkel; in France, Bellefeu Maybole Glen Freres. The companies continue to cooperate closely, and are still dominated by five interrelated family dynasties: the Glen-Arthurs of the United Kingdom; the Glen-Coats of the United Kingdom; the Powers of the United States; the Blooms of the United States; and the Bellefeus of France.


The Australis Company
The Australis Company is the unofficial name for five historically linked financial and charitable organizations. There is no continuing or contemporary connection between them.

The original Australis Company
In 1707 The Australis Company was incorporated by English royal charter with the aim to monopolize trade in the lands bounded by the far southern seas; what in practice today is sometimes called the Antarctic or Austral Ocean, which consists of those parts of the world ocean south of 60 degrees S latitude that encircle Antarctica, as well as the Scotia Sea, the Tasman Sea, and the Great Australian Bight. Due to ambiguities and geographical misapprehensions of the time, it is not clear whether the southern Indian Ocean was intended to be included; however, the "South Seas" of the southern Pacific were unambiguously excluded.

Following the failure of numerous expeditions to discover profitable trading opportunities in its chartered areas, the original company was dissolved and a new company, also known as The Australis Company, was created, this time as a general trading company. It gradually grew to transact all associated facets of ocean shipping: the construction and running of cargo ships; the financing of trading operations; commodities trading and arbitrage; and marine insurance.

Over the course of the 19th century The Australis Company was gradually wound down and separated into a number of independent firm, most of which were purchased or merged with larger companies. Of the original businesses, only three survive that show major continuities with the original parent.

Champion & St. Barbe
Champion & St. Barbe is a merchant bank headquartered in the United Kingdom. It was organized in 1853 by James Champion and Nicholas St. Barbe, who were trading partners for The Australis Company and took over its commodities trading business on their own account.

Today Champion & St. Barbe trades resource-backed securities, and finances and underwrites natural resource exploration and exploitation. It operates in 45 countries worldwide, most of them in the Third World. It is a leading investor in commercial African development projects.

HoareFrost Guaranty
HoareFrost Guaranty is a commercial bank descended from the original banking operations of The Australis Company. It was organized in 1845 as George Frost & Company, taking the name of the leading financial partner in The Australis Company, who purchased most of its assets on his own account. The remaining assets were reorganized as J. S. Hoare, Schroeder & Co. In 1956, Hoare was bought by the UK's National Guaranty Bank; in 1973, that failing bank was bought by the Frost Company to form the present HoareFrost Guaranty.

Janes Marine Insurance
The last of the original Australis enterprises, the company's reorganized insurance business took its name from the Jane, a foundered exploration vessel it had insured, as a gesture of defiance and determination. The company is one of the largest underwriters of marine insurance today.

Closely associated with The Australis Company are two charitable foundations still in existence.

The Knights of Australis
The Knights of Australis was a name taken by a group of former partners in The Australis Company who after the company's dissolution continued to back various explorations of the southern oceans and Antarctica. The five-man company originally provided life insurance for the crews of the exploration vessels, but used the burgeoning profits to underwrite charity hospitals, work houses, and disability subsidies for the poor. The Knights of Australis continues today as a non-profit charity.

Fane House
Fane House is the name of a historic London palace which served as the original headquarters for The Australis Company. The name gradually came to be associated with a nearby charitable hospital operated by certain directors of the company. In 1875 the palace and hospital buildings were acquired by Imperial Tea & Quinine, a purveyor of patent medicines, which changed its name to Fane House in order to trade on the long-established reputation of the Fane hospital. In 1926, following a series of mergers, Fane House changed its name to Fane PLC and transferred the name "Fane House" to a newly established charitable foundation, which continues to manage and disperse the profits from one of the largest charitable endowments in the world.

Through research grants and cooperative agreements, Fane House finances and subsidizes extensive biomedical research and experimentation programs.


The Aralt Group
The Aralt Group is a cooperative association of four insurance companies and one charitable foundation. The four corporations form a close partnership with interlocking directories and cross-collateralization agreements. They specialize in the sale and packaging of life, health, auto, and home insurance deposits into securitized assets.

In the United States and Canada, Virgo Insurance (under various trade names) sells auto and home insurance, while Caelus Health Systems sells health and life insurance. Juno Underwriters sells insurance in the United Kingdom, Canada, Australia, and New Zealand. Glenalden Aralt Australasia is a securities firm that grants its partner insurers favored status as a packager of the policies into new interest-bearing assets.

Aston Abbots is a UK-based charitable organization that holds and derives income from the sale of Aralt assets on a tax-loss basis.



Wybern Enterprises
Wybern Enterprises is a holding company jointly owned and operated by five investing corporations: Westlake Properties; Yvette Cosmetics; Barron Cargo Systems; Ellsworth Industries; and RN Communications. Each investing corporation is publically traded but majority-owned by a single investor.

Westlake Properties is a large operator of restaurant franchises and owns the Taco Famoso Mexican restaurant chain. Yvette Cosmetics is a maker of couture cosmetics; Barron Cargo Systems operates the third largest truck-transportation line in North America; Ellsworth Industries produces electric motors; RN Communications operates 17 television stations and 45 radio stations in the United States.

Each partner operates in a single product line, but the majority of their capital is invested in Wybern, which operates as a conglomerate that takes minority investments in a variety of firms and provides venture capital to new businesses. All investment decisions, according the company's public relations department, are made by the unanimous decision of its five-man board of directors, which consists of the presidents of the five investing companies.

Among its investments:
* Alcidex Pharmagen [Wybern 36%; Fane-Lustdorf: 25%; Caelus Health Systems: 19%; Glenalden Aralt Australasia; Fane House; HoareFrost Guaranty; Bellefeu Maybole Glen Freres: 4% each]

* Aniglyph Animation [Wybern 45%; Macgregor Media: 45%; Grenfell Guaranty: 4%; Credit Marchand: 4%; BGA-Maybole: 2%]

Secret Wikipedia entry, maintained invisibly by Hal Swann (though carefully rewritten by John Reilly to mop away the anti-capitalist spittle):

Each of these five-fold enterprises (Fane, the House of Maybole, The Australis Company, The Aralt Group, and Wybern; collectively a pentagram of pentagrams) operates secretly in accord with the others, such that by acquiring and holding securities and voting proxies in each other they jointly and collectively exercise voting control of the entire panoply of companies.

Running like a vine through the exterior structure of this twenty-five-company collective are a number of secret divisions.

Spartacus: Among the employees of Esty Oyj (a mercenary and security services company) certain employees maintain a secret, secondary employment as members of Spartacus, a group that provides security and investigation services for the occult operations maintained by Fane.