Chapter 11: Shareholder's Equity Flashcards
Share capital
represents the amount that investors paid for the shares when they were initially issued by the company
Retained earnings
represents the company’s accumulated earnings that have not been distributed as dividends to shareholders.
shareholders’ equity section
Comprises of Share capital
Retained earnings
Accumulated other comprehensive income
Contributed surplus
Accumulated Other Comprehensive Income
Changes in net asset values representing unrealized gains and losses, which are not included in net earnings but are included in comprehensive income.
accumulated other comprehensive income (AOCI)
A component of shareholders’ equity representing the cumulative amount of unrealized increases and decreases in the values of an entity’s net assets.
-Can not be used for dividends until they are realized
Contributed Surplus
The account that records a surplus arising from certain transactions with shareholders that involve the sale or repurchase of a company’s shares or the issuance of stock options, and that do not fit the definitions of share capital or retained earnings.
If the company repurchases these shares for less than they were originally issued for, the difference is considered contributed surplus (share is $40, bought back for $30, that’s a contributed surplus)
It is not reported as a gain on the statement of income because that statement only reports transactions with external parties and not those with owners.
Market capitalization
the value of the company determined by multiplying the number of issued shares times the trading price of the company’s shares
When a business operates as a corporation the company is incorporated either under:
federal legislation, the Canada Business Corporations Act, or under similar provincial or territorial acts
Articles of incorporation
A document filed with federal or provincial regulatory authorities when a business incorporates under that jurisdiction.
The articles include, among other items, the authorized number of shares and dividend preferences for each class of shares that is to be issued.
Authorized shares
The maximum number of shares that a company is authorized to issue under its articles of incorporation.
Most important section of a company’s articles of incorporation!!!
There are two main types of shares:
1) common shares
2) preferred shares
Within Common and preferred shares are:
1)Classes
(such as Class A common, Class B common, Class A preferred, and Class B preferred)
2) Series
(Class A preferred, series A, and so on)
All companies are required to have at least
one class of common shares
Three terms are used to refer to the number of company shares:
1) authorized shares
2) issued shares
3) outstanding shares
Issued shares
Shares that have been issued (sold) by the company
Outstanding shares
As long as the shares remain in the possession of shareholders outside the company (anyone outside the corporation, excludes treasury shares)
Treasury shares
Shares that are repurchased by a corporation and held internally. Repurchased shares are normally cancelled immediately upon purchase
Dividends are paid only on shares that are:
Issued and outstanding
Dividends are not paid on treasury shares
Legal capital
The amount that is recorded in the common share account when shares are first issued
This amount must be kept intact and cannot be paid out as dividends or returned to shareholders, except under specific circumstances
Par value (not permitted in Canada in most places)
In the past, a company’s articles of incorporation could assign a specific dollar value to each share.
When the shares were issued, the par value of each share was credited to the Common Shares account and any excess was credited to an account called Contributed Surplus
No par value shares
When no par value shares are issued, the total amount received for the shares is credited to the Common Shares or Share Capital account
Share repurchases aka buybacks
When a company repurchases or buys back shares that it has previously issued to shareholders
Why a company would buy back shares
A company might do this when:
1) It has cash that is surplus to its needs
2) enable the company to return cash to shareholders without having to commit to a dividend
3) may also be done if a company has a stock option plan that enables its employees to purchase shares in the company
4) repurchases or redeems its shares as a way of retiring them, similar to repaying principal when paying off debt.
Consequences of repurchasing shares
1) reduces the number of shares outstanding
2) Fewer outstanding shares results in an increase in the company’s earnings per share (which may increase / raise share price)
The repurchase of shares that are then cancelled / retired
reduces the share capital account by the amount that the shares were originally issued for
if the company buys them back at a higher or lower price than it issued them for, there is a form of gain or loss on the repurchase
The gain or loss is not considered part of the company’s earnings. Instead, it is recorded in either the Contributed Surplus account or the Retained Earnings account.
Different classes or types of shares can have different rights that accrue to their holders, resulting in different risk and return characteristics. These include:
- whether the share allows its holder to vote and, if so, the number of votes per share
- whether it pays regular dividends
- how large the dividend is
- whether the shareholder gets priority on liquidation
- whether it can be redeemed (bought back by the company)
A company must have common shares but does not have to have ______
Preferred shares
Underwriters
Corporations generally issue shares through a firm of investment bankers known as this
Prospectus
A document filed with a securities commission by a corporation when it wants to issue public debt or shares to the public
Distributed to investors BEFORE the shares are sold
Initial public offering (IPO)
The first time a company issues shares on a public stock exchange
Common shares (aka ordinary shares outside of north america)
Certificates that represent portions of ownership in a corporation. These shares usually carry a right to vote.
At least one class of a company’s common shares must have all three of the following rights:
- the right to vote at meetings of the company’s shareholders
- the right to receive dividends, if declared
- the right to a share of the company’s net assets upon liquidation of the company
1) The Right to Vote at Meetings of the Company’s Shareholders.
Common shareholders have the right to vote at shareholder meetings. Public companies must have at least one meeting per year, which is known as the annual meeting
one share equals one vote
Annual meeting (must have at least one meeting per year)
Meeting of shareholders required to be held every year by public companies during which shareholders elect the corporation’s board of directors, among other things
one share equals one vote
Canadian public companies must have at least _____ independent directors
three (3)
A director is considered to be independent if they meet a number of conditions:
Including that they are not an employee of the company, not related to members of senior management, and not an employee of the company’s external auditor.
Board of directors
- One of the board’s key responsibilities is hiring (and firing) the company’s senior management team
- The board oversees senior management, including establishing performance targets and approving budgets, but the company’s day-to-day operations are the responsibility of management.
- determining whether or not dividends should be declared and being ultimately responsible for the financial information that is prepared by management and examined by the company’s external auditors.
2) The Right to Receive Dividends, if Declared.
-A company is not obligated to declare dividends
_____ shares normally have no restrictions on the amount of dividends they can receive, once the preferred shareholders have received their dividends
Common
if a company’s board does declare dividends, different types or classes of shares may be entitled to different dividend amounts
All shareholders of the same class of shares must receive the same dividend per share.
DIfferent classes and series may offer different amounts, but within a class the price must be the same
Important shit
3) The Right to a Share of the Company’s Net Assets upon Liquidation of the Company.
If a company goes bankrupt or otherwise liquidates, there is an established order in which creditors and shareholders are paid
1) Proceeds must first be used to settle the company’s liabilities to its creditors
2) Leftover amounts are paid to Preferred Shareholder up to the amount of their share capital
3) Leftovers are then given to common shareholders and divided proportionally among them based on # of shares
Other Common Shareholder Rights
- Right to purchase subsequent issues of shares
2. Special voting rights.
- Right to purchase subsequent issues of shares (pre-emptive right)
-Common shareholders may have the right to share proportionately in any new issuance of shares. This is known as a pre-emptive right.
Pre-emptive right (aka anti-dilution provision)
The right of shareholders to share proportionately in new issuances of shares so that their ownership interest will not be diluted by future share issuances
1) not obligated to purchase additional shares
2) are not automatic
Minority interest (aka non-controlling interest)
A block of shares owed by an investor that represents less than 50% of the outstanding shares
- Special voting rights
A number of Canadian companies have what are known as dual-class share structures. These provide holders of a certain class of common shares with special voting rights
Multiple voting shares or super voting shares
A class of common shares granting special voting rights so that the holder is entitled to more than one vote for each of the common shares owned
normally owned by the founding shareholder(s) (or their families) and are used to maintain control of the company in spite of additional common shares being issued by the company.
Preferred Shares (preference shares outside of NA)
An ownership right in which the shareholder has some preference over common shareholders as to dividends
1) preferred shareholders receive dividends first (but dividends are no guaranteed at the board may not declare any dividends at all)
2) for example, most preferred shares are non‐voting (no say in electing the company’s board of directors)
3) If company is liquidated, they get return of capital before common shares
4) Have a fixed dividend rate (or stated dividend rate)
5) typically issued at $25 per share
Fixed dividend rate (stated dividend rate)
Stated amount of dividends paid on preferred shares, stated as either a dollar amount per share (a quarterly or annual dividend rate per share per year) or as a percentage of the share’s issue price
Example: $2 every year
Perpetuals
preferred shares that pay a fixed dividend for as long as the shares remain outstanding
Example: $2 every year