Date

09 Jun 2015

Attendees

Dennis Wisnosky

Decisions

Use restrictions to distinguish the kinds of liability and who has that liability at the top level in the partnerships hierarchy.

Goal by end of June would be to move this new structure with respect to jurisdiction forward, and to ensure that this is reflected in the version of the specification that goes to the OMG.

Define these categories of restrictions responsible party, liable party, nature of liability, where the control is by the end of June

Discussion items

20150609 FIBO BE FCT.docx

This is the technical BE working session showing protégé, business entities.

David has created a couple of modules under partnerships, for example, a Jurisdictions

module under partnerships. This module includes UK partnerships and US partnerships. Uses a pattern for creating specific partnerships for appropriate jurisdictions. Then would include a restriction at the jurisdiction level to link to the country code.

Elisa shared that the FBC wiki includes examples of how to represent jurisdictions, and the

CountryRepresentation and ISO country codes ontologies are now available in pink in GitHub.

Action: David and Elisa will work together to merge changes related to the governmental entities to

support representation of Jurisdictions.

Jeff Braswell suggested integrating additional courts to support cultural / additional legal forms. There may be some commonalities that are legacy from colonialisms that could be introduced.

David would like to move some properties from FBC to BE, such as the address properties added in FBC. The question is what concepts should live where, and based on what principles.

What is lacking is an overarching architectural view, and we need to create some sort of best practices with respect to how to approach this.

Action: David and Elisa to set up several face to face meetings in July to make sure that the OMG process requirements are met.

With respect to the concept of the courts, in areas such as Germany, the use of a reference to the court that has jurisdiction will be appropriate. That may involve adding a property to geopolitical entity that links it to the court(s)

and their jurisdictions

Extensions that are jurisdiction specific in BE would be added under that jurisdiction, for example a Private Limited Company, BodyIncorporatedByGuarantee, etc. would be moved to the appropriate jurisdiction, but would not appear in a US view of BE. Approach might be to have an overarching about file that covers all ontologies, and then several jurisdictionspecific about files to capture only those ontologies relevant to a given jurisdiction.

Decision: Goal by end of June would be to move this new structure with respect to jurisdiction forward, and to ensure that this is reflected in the version of the specification that goes to the OMG.

New governmental entity which has federal, state, municipal, tribal, and sovereign entities as children where tribal may be USspecific.

Jeff Braswell: Canada has "First Nations". Question on whether or not the concept of a tribal government, such as for First Nations in Canada, is the same or similar to the notion of a tribal government in the US? Could be part of a jurisdictional specific concept, or may be a superset for those countries that have this concept to share

Moved on to review partnerships primary issues are who are responsible parties and who has liability

For a nonprofit corporation, liability is limited to net assets; in a forprofit stock corporation, liability is limited to the shareholders.

David has added the concept of a liableParty, which in a general partnership is played by some independent party. Need to also represent the extent of the liability that the liable party has

Paul Houle: I came to pretty much the same model for partnerships and didn’t encounter anything too different in Europe at least.

Composition of partners may not be as important as who has liability and to what degree - from a banking perspective.

Decision: Use restrictions to distinguish the kinds of liability and who has that liability at the top level in the partnerships hierarchy.

Jeff Braswell: At the same time, from a control perspective, the composition (and rights) of members is important. So, we have two different dimensions. Need to drive this by use cases

Understanding the control distinctions may be an important consideration from a risk management perspective a limited partner may be an investor that is a beneficial owner, but not carrying liability, whereas the general partner(s) have control from an organizational perspective

Getting restrictions right, including liable party, responsible party, controlling party articulating the restrictions will assist us in classifying the partnerships appropriately.

Decision: Define these categories of restrictions responsible party, liable party, nature of liability, where the control is by the end of June

Action items

David Newman Elisa Kendall work together to merge changes related to the governmental entities to support representation of Jurisdictions.
Elisa Kendall David Newman set up several face to face meetings in July to make sure that the OMG process requirements are met.

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