Corporate issuers Flashcards
What is sole proprietorship?
Business owned and operated by individual, unlimited liability, only clain to net profits
What is business structure?
How business is set up from legal and organizational point of view
What is general partnership?
Two or more owners, unlimited liability, profits are distributed and taxed as personal income
What is partnership agreement?
It specifies reponsibilities and share of profit
What is limited partnership?
It has two levels: general and limited partners
What are general partners?
Owners with unlimited liability
What are limited partners?
They are liable for the amount they invest only and have claims proportionate to their investments
What is corporation?
It is legal entity separate from owners and managers, where all shareholders have limited liability. They may distribute profits and have greater access to capital
What is role of investor in corporation?
They do not directly influence day to day operations, but appoints BoD
What are non profit organizations?
They produce social benfit aor charitable goal, must reinvest all of the profits
What does double taxation mean?
It taxes profits and dividends
What is private placement memorandum (PPR)?
It gives information and risks on the company
How about time horizon lenght and return from private companies?
Longer horizon and higher return than for public companies
What is direct listing?
Stock exchange agrees to list existing shares
Does no listing raise new capital?
No
What is special purpose aquisition company (SPAC)?
It is corporate structure set up to aquire a private company in the future. It raises capital through IPO and puts the funds into trust it must use for acquisitions within specified period of time
What is leveraged buyout?
Outside investors buy all companie’s outstanding shares and revenue in stock exchange listing, if its management buyout (company mangers do so).
What are debt holders?
They have legal and contractual claim to the interest and principle payments the company promised to make
What are equity holders?
Thet have residual claim to the net assets and has unlimited upside potential
What is shareholder theory?
Primary focus is to governance interest of firms shareholders which is maximisation of the market value of firms common equity
What is interest of shareholders?
Residual interest in the corporation, have voting rights which give them effective control of the firm and the management
What is interest of BoD?
It is responsibility to protect interests of shareholders, manage senior management, set strategic direction and monitor financial performance
What is one-tier board?
Executive and non-executive members serve on single board
What is two-tier board?
Non-executive oversees management of executive
What is interest of senior managers?
To receive compensation + bonus + perqusities. Interest can include continued employment and maximising their compensation
What is interest of employees?
Interest in sustainability and success of the firm, their rate of pay, opportunity for career development, training and working conditions
What is interest of creditors?
Interest are protected by covenants and debt agreements
What is interest of suppliers?
Interest in ongoing relationship, profitability of trade and ongoing stability
What is principle-agent problem?
Agent is hired to act in the interest of principle, but agent’s interest might conflict with that of principle
Shareholders/managers conflict
Managers might choose lower level of risk as their performance depends on it
Groups of shareholders conflict
Int he aquisition majority sharehoder might have better terms than minority and might force to enter into related party transactions that benefit entities in expense of minority shareholder
Creditors/shareholders conflict
Shareholders prefer more risk because of unlmited upside potential, also risk can be increased by issuing more debt or paying dividends
What is corporate governance?
It is system of internal controls and procedures by which individual companies are managed to minimie conflict between internal and external shareholders
What is vote of proxy?
It is ability to assign a voting right to those who attend AGM if you are not able to participate
What is super resolutions?
It requires supermajority vote, 2/3 or 3/4 of the votes and is usually required in the extraordinary shareholders meeting
What is majority voting?
Candidates with most votes is elected, one is voted from in single category
What is cumulative voting?
Shareholders can cast all of their votes for a single candidate or divide among board members
Which voting represents minority interest?
Cumulative voting
What is activist shareholder?
It pressures companies for change that believe will increase shareholder value
What is proxy fight?
It seeks proxies of shareholders to vote in power of their alternative proposals
What is hostile takeover?
It is attempt to gain control over target company by sidestepping their management and BoD
What is bond indenture?
It is rights of bondholders and companys obligation, can include covenants
What does is mean to be backed by collateral?
Bond holders will have a claim over this asset in case the bond fails
What are creditors committees?
It is protection of bondholder interest in the times of financial distress
What is role of audit commitee?
Everything accounting, reporting and audit related
What is role of governance commitee?
Governance and regulations related
What is role of nominations commitee?
Everything related to elections of BoD
What is role of remuneration commitee?
Everything compensation to directors and senior managers, benefits for employees and evaluation of senior managers
What is role of risk commitee?
Everything risk policy and tolerance related
What is role of investment commitee?
Everything related to aquisitions, CAPEX and disposals
Which comittee is usually required by law?
Audit committee
What are employee, customers and suppliers mechanism?
Labor laws, employment contracts and rights to form unions, contracts
What are government mechanisms?
Is to establish agencies to regulate industries
What is common law system?
It is when judges ruling becomes law in some instances
What is civil law system?
It is when judges are bound on specifically enacted laws
What is responsible investing?
Considering ESG factors in investment decision
What is sustainable investing?
it is inveting in companies on industries based on their perceived sustainable output
What is socially responsible investing?
Choosing investment based on moral and social norms
What is negative screening?
It is excluding companies and industries based on their practices regarding human rights, environmental concerns or corruption
What is full integration?
Inclusion of ESG factors/scores in the traditional fundamental analysis
What is thematic investing?
Inveting in sectors/companies to promote ESG related goals
What is engagement/active ownership?
It is using ownership as a platforms to promote improved ESG practices
What is green finance?
It is producing economic growth in more sustainable way by reducing emissions and better resource management
What are green bonds?
Bonds for which resources raised are used for projects with positive environmental impact
What is business model?
How company proposes to make money
What does business model should include? (5)
Potential customers, product and service description, how firm will sell products, describe key assets and suppliers, explain pricing strategy
What is channel strategy?
How products will be sold and delivered
What is omnichannel strategy?
Firm usage of both digital and physical channels
What is value-based pricing?
Setting prices based on value perceived
What is cost based pricing?
Setting prices based on costs of producing + profit
What is price discrimination?
Changing different prices to different customers
What is tiered pricing?
It is based on volume of purchase
What is dynamic pricing?
It depends on tiering to a day or a week
What is bundling?
Pricing complementary products
What is razor-and-blades pricing?
Price of equipment at low prices and make profits by selling consumable goods
What is option pricing?
Options and add-ons with high margins are added after the purchase decision been made
What is penetration pricing?
Low margins or free to grow market and achieve sale of operations
What is freemium pricing?
Offer product at basic functionality at no cost, but sell/unlock other functionality for a fee
What is hidden revenue?
Online content might be free, but generate revenues through ads
What is fractional ownership?
Time share companies sell condominium ownership by the week
What is franchising?
It permits to sell in a specified area and pay % of sales to the franchiser
What is value proposition?
How customers will value the characteristics of the product giving competing products and pricing