Chapter 1a Flashcards
What is a stock?
ownership stake in a company
What is a share of stock?
a share in the ownership of the company
What does that mean: % of outstanding stock you own?
% of the company you own
Outstanding stock
number of shares issued by a company that are actually owned by someone (or by another company)
Primary Financial Markets
Original Sale of securities: Transaction takes places directly between issuer and investor.
• Ex.: Your small corporation from Example 1 decides to bring on a 3rd member, and you sell 5000 directly to him
Secondary Financial Markets
Sale of securities after the original sale: Transaction takes place between investors, transferring of ownerships
• Ex.: You buy 10 shares of Amazon as in Example 2 through your online brokerage account. You are actually buying the shares from an another investor who wants to sell their shares, not from Amazon.
Two types of primary markets transactions of corporations
- public offerings: involves selling securities to the GENERAL public (need to be registered at SEC)
- private placements: a negotiated sale involving a SPECIFIC buyer (no need to register at SEC)
How does companies sell stocks?
Small companies: The owners themselves find an investor willing to buy the shares, negotiate a price, and the investor pays the company directly for the stock
Large companies: Companies that meet certain size requirements can have their stock listed on an exchange (NYSE, etc.); They are selling it to brokerage firms who sell it again to investors
Why issue stocks?
Pro:
• Unlike when the company incurs debt, it does not have to pay money back to purchasers of stock
– More favorable effect on liquidity, since debt payments do not have to be made
• Easier for good companies to attract investors who want an ownership stake, and thus the chance to make ongoing, higher returns
Contra:
• Current owners are giving up a piece of their stake in the company
• Equity investors usually require a higher potential return than bond investors, thus initial stock selling prices must reflect this
• Dividends are not tax-deductible, unlike interest payments on loans or bonds (Double Taxation)
What are the features of common stocks?
- Voting Rights
- Proxy voting
- Classes of stock – same rights for all members
- Directly related to other rights of general stocks (dividends paid, remaining assets after liquidation, Preemptive right – first shot at new stock issue to maintain proportional ownership if desired)
What is a common stock?
First, with common stock, not even the promised cash flows are known in advance. Second, the life of the investment is essentially forever because common stock has no maturity. Third, there is no way to easily observe the rate of return that the market requires.
- common stock have voting rights
cumulative voting (voting rights)
A procedure in which a shareholder may cast all votes for one member of the board of directors.
If cumulative voting is permitted, the total number of votes that each shareholder may cast is determined first. This is usually calculated as the number of shares multiplied by the number of directors to be elected.
straight voting (voting rights)
A procedure in which a shareholder may cast all votes for each member of the board of directors.
The only way to guarantee a seat is to own 50 percent plus one share.
proxy voting
A grant of authority by a shareholder allowing another individual to vote his or her shares (Usual for large public corporations)
classes of stocks
Example Google:
Share A - 1 vote
Share B - 10 votes