Corporate Issuers Flashcards
Business structures
refer to how businesses are set up from a legal and organizational point of view. Key features of business structures include:
* The legal relationship between the business and its owners.
* Whether the owners of the business also operate the business, and if not, the nature of the relationship between its owners and operators.
* Whether the owners’ liability for the actions and debts of the business is limited or unlimited.
* The tax treatment of profits or losses from the business.
private placement
shares sold to accredited investors typically institutions or high net worth individuals
direct listing
an exchange agrees to buy existing shares
special purpose acquisition company (SPAC)
is a corporate structure set up to acquire a private company in the future - blank check companies
Compare the financial claims and motivations of lenders and owners
Debt is paid out first in event of default but also only has limited upside
Equity is paid out after everyone else but has potentially unlimited upside
primary stakeholders of a corporation
- Shareholders
- board of directors
- Senior managers
- Employees
- Creditors
- Suppliers
principal-agent conflict
arise because an agent is hired to act in the interests of the principal, but an agent’s interests may not coincide exactly with those of the principal.
* Conflicts of Interest Between Shareholders and Managers or Directors (information asymmetry)
* Conflicts Between Groups of Shareholders (related party transactions)
* Conflicts of Interest Between Creditors and Shareholders
* Conflicts of Interest Between Shareholders and Other Stakeholders
Corporate governance
the system of internal controls and procedures by which individual companies are managed
Stakeholder management
management of company relations with stakeholders and is based on having a good understanding of stakeholder interests and maintaining effective communication with stakeholders.
Shareholder mechanisms
AGM, proxy, special resolutions
Majority voting vs cumulative voting
cumulative supports minority shareholders
Activist shareholders
pressure companies in which they hold a significant number of shares for changes, often changes they believe will increase shareholder value
proxy fight
in which they seek the proxies of shareholders to vote in favor of their alternative proposals. An activist group may make a tender offer for a specific number of shares of a company to gain enough votes to control the company.
hostile takeover
can act as an incentive for company managements and boards to pursue policies better aligned with the interests of shareholders
bond indenture
specifies the rights of bondholders and the company’s obligations in a legal document
Board of directors committees include:
- Audit committee
- Governance committee
- Nominations committee
- Compensation or remuneration committee
- Risk committee
- Investment committee
Common law vs Civil law
Shareholders’ and creditors’ interests are considered to be better protected in countries with a common-law system
Risks of Poor Governance and Stakeholder Management:
- Decrease in company value
- Weak controls
- Poor fraudulent accounting
- Lax oversight (poor risk levels)
- Legal and reputational risks
Negative screening
excluding specific companies or industries from consideration for the portfolio based on their practices regarding human rights, environmental concerns, or corruption
positive screening
investors attempt to identify companies that have positive ESG practices
relative/best-in-class
approach, seeks to identify companies within each industry group with the best ESG practice
Full integration
refers to the inclusion of ESG factors or ESG scores in traditional fundamental analysis
Thematic investing
refers to investing in sectors or companies in an attempt to promote specific ESG-related goals
Management/active ownership
Investing refers to using ownership of company shares or other securities as a platform to promote improved ESG practices
green finance
An important part of green finance is the issuance of green bonds, bonds for which the funds raised are used for projects with a positive environmental impact.
business model
offers some detail about how a company proposes to make money
* Identify the firm’s potential customers
* Describe the firm’s product or service
* Explain how the firm will sell its product or service
financial plan
which has detailed financial projections for revenue and expenses, as well as plans for financing the business
channel strategy
how to deliver goods to customers
omnichannel strategy
both digital and physical
Options for who firms sell too
B2B (business to business)
B2C (business to consumer)
Value-based pricing
setting prices based on the value received (or perceived) by the buyer
Cost-based pricing
setting prices based on the costs of producing the firm’s good or service (plus a profit).
Price discrimination
to setting different prices for different customers or identifiable groups of customers.
tiered pricing
based on volume of purchases
dynamic pricing
depending on the time of day or day of the week
Pricing Strategy - Bundling
Where multiple products are complementary (e.g., a furnished apartment), bundling the products may be a profitable strategy.
Pricing Strategy - Penetration pricing
A company offers a product at low margins or even at a loss for a period of time to grow market share and achieve greater scale of operations. Netflix has followed this strategy to grow its subscriber base rapidly.
Pricing Strategy - Freemium pricing
Offer a product with basic functionality at no cost, but sell/unlock other functionality for a fee. Video game makers have used this strategy to encourage wide usage and then profit on sales of greater functionality (e.g., weapons).
Pricing Strategy - Hidden revenue
Online content may be “free” but generate revenue through ads. For example, internet search is free to the user with revenue coming from the sale of user data.
Pricing Strategy - Razors-and-blades
A company may find it profitable to sell a piece of equipment for a relatively low price (low margins) and make profits by selling a consumable used with the equipment. Printers and ink cartridges and an e-reader and e-books are common examples.