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BSA advises the Kaizen Global Group of Companies on the formation of their DIFC Foundation

BSA has successfully advised ‘the Kaizen Group’ on the formation of their DIFC Foundation, the latest Foundation to be registered by the firm.

Established for the purposes of assuming the role of mother company to the Kaizen Group and its global affiliate companies, ensuring the intergenerational operation and expansion of the Kaizen Group in perpetuity, together with holding and managing its subsidiaries, licensees and assets.  To learn more about the Kaizen Group, please go to www.kaizen.com

The legal matter

Established in 1985, Kaizen Institute, Ltd. (commercially known as ‘Kaizen’ or ‘Kaizen Institute’ (“KI”) is a global organization that provides consulting, training and education, and qualification services to companies around the world, while KI operates within Europe, the Americas, Asia-Pacific, Middle East, and Africa. KI helps their clients master their GEMBA™ (the place where value is created), establishing Continuous Improvement (CI aka: KAIZEN™) capabilities throughout the organization. KI supports companies of all sizes and sectors, as well as private and public service organizations.

With a view to ensuring the operations, growth and success of KI across future generations, KI approached BSA seeking assistance in the establishment of a Foundation as a means of protecting the KI’s legacy and its goals.  Bradley Moran worked closely with KIs leadership to navigate and understand their business needs, long term goals and Foundation intentions to customize their Charter and By-Laws, while guiding them in the establishment of the Kaizen Foundation from start to finish.

What are Foundations

Foundations have become a popular option in such contexts whereby they are well suited for succession planning. Unique to a Foundation is that it operates as an orphan structured independent legal entity with no shareholders. The Foundation's founder bestows assets (being anything from group companies, property, personal assets and funds) to the Foundation, and given its fully fledged legal status, it can and will hold the legal title to those assets in its own name separately from the founder, any group company and any beneficiaries of an individual owner in the group. The Foundation, its assets and group companies, are then governed and managed by the Council of Members (equivalent to a board of directors for a company) and Guardian (where desired or necessary) in accordance with the Charter and By-Laws which are bespoke drafted to reflect the intentions of the founder.

Foundations offer a unique opportunity to develop and establish an entity that operates like a company, has the functions of a trust and takes on the personal vision of an individual.

With their ability to offer the protection of an independent legal entity and legally own, safeguard, manage and distribute assets (like a trust) whilst being governed through a council of members (the board of directors) together with the flexibility to tailor into the constituent documents (the Charter and By-Laws) the personal wishes, goals and agenda of the founder a Foundation presents a special and exciting opportunity to establish truly unique entities and assist in the protection of legacies.

Bradley Moran said of the matter: “It’s been an entertaining and challenging experience tailoring the Foundation to the personal long-term goals of KI and rewarding to see it come to fruition”


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